CFSB Form 4 details $14.25 cash-out and option cancellation

Rhea-AI Filing Summary

CFSB Bancorp (CFSB) reported insider transactions linked to the closing of its merger. On 10/31/2025, each issued and outstanding share of common stock was converted into the right to receive cash of $14.25 per share without interest. The filing shows dispositions of common stock and reflects that unvested restricted shares vested at closing and were treated as outstanding for the cash consideration.

Outstanding stock options were cancelled at closing in exchange for cash equal to the intrinsic value, defined as the excess of the $14.25 merger consideration over the option’s exercise price, multiplied by the number of underlying shares, net of applicable withholding taxes.

Insights

Equity Capital Markets Analyst

Merger closed; equity converted to cash at $14.25 per share.

The insider report documents the mechanics at closing: common shares receive $14.25 per share in cash, unvested restricted stock fully vests and is paid in cash, and options are cancelled for their intrinsic value based on the same consideration. These are standard outcomes in an all-cash merger.

For former holders, value realization depends on the stated per-share cash amount and any option strike levels. The filing ties transactions to 10/31/2025 and does not introduce ongoing equity overhang, since options were cancelled for cash rather than converted into new equity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Leary James M Jr

(Last) (First) (Middle)

15 BEACH STREET

(Street)

QUINCY MA 02170

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CFSB Bancorp, Inc. /MA/ [ CFSB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/31/2025		D		16,000(2)	D	(1)	0	D
Common Stock	10/31/2025		D		5,000	D	(1)	0	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$9.09	10/31/2025		D			14,000	02/22/2024	02/22/2033	Common Stock	14,000	(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of May 20, 2025, by and among Hometown Financial Group, MHC, Hometown Financial Group, Inc., Hometown Financial Acquisition Corp. II, 15 Beach, MHC and the Issuer (the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Common Stock of the Issuer was converted automatically into the right to receive cash in an amount equal to $14.25 per share without interest (the "Merger Consideration").

2. Pursuant to the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time, and were considered outstanding shares of common stock entitled to receive the Merger Consideration, net of all applicable withholding taxes.

3. Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option, net of all applicable withholding taxes.

	/s/ Scott Brown, pursuant to power of attorney	10/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CFSB (CFSB) shareholders receive at closing?

Each share of common stock was converted into the right to receive $14.25 per share in cash without interest.

How were CFSB restricted shares treated in the merger?

All unvested restricted stock vested in full at closing and received the $14.25 per-share cash consideration, net of withholding taxes.

What happened to CFSB stock options at closing?

Each outstanding option was cancelled for cash equal to ($14.25 minus the exercise price) times the number of underlying shares, net of withholding taxes.

What transaction date is shown in the insider filing?

The transactions are dated 10/31/2025.

Does the filing indicate who receives cash proceeds?

It states that holders of common stock and options receive cash per the merger terms; the cash is based on the $14.25 per-share consideration and option intrinsic value.

Is there any continuing equity overhang after the merger?

No. Options were cancelled for cash and shares were converted to cash, eliminating ongoing equity claims.