CFSB Form 4: Shares cashed at $14.25; 14,000 options canceled
Rhea-AI Filing Summary
CFSB Bancorp (CFSB) — Form 4: A director reported transactions tied to the merger under the Merger Agreement. At the Effective Time, each share of common stock converted into the right to receive $14.25 in cash. The filing shows dispositions of 16,000 shares of common stock and 2,500 shares held indirectly by spouse, leaving 0 shares beneficially owned. All unvested restricted stock vested and received the same cash consideration. In addition, 14,000 stock options were canceled for a cash amount equal to their in‑the‑money value.
Positive
- None.
Negative
- None.
Insights
Insider holdings cashed out at $14.25/share due to merger.
The disclosure records a merger-triggered conversion of CFSB common shares into cash at $14.25 per share. The director reported dispositions of 16,000 directly held shares and 2,500 shares held indirectly by spouse, reducing beneficial ownership to zero. Unvested restricted shares vested at closing and participated in the cash payout.
Derivative awards were settled in cash: 14,000 stock options were canceled for the intrinsic value, defined as the excess of the $14.25 consideration over each option’s exercise price. This is an administrative step reflecting standard change‑in‑control treatment; actual impact depends on the previously disclosed capital structure and is now concluded.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 14,000 | $0.00 | -- |
| Disposition | Common Stock | 16,000 | $0.00 | -- |
| Disposition | Common Stock | 2,500 | $0.00 | -- |
Footnotes (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"). 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. 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.
