CFSB director reports $14.25/share merger cash-out; holdings to 0

CFSB Bancorp (CFSB) — Form 4: A director reported transactions tied to the merger under the Merger Agreement.

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.

Insights

Equity transactions analyst

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

Disposition: 32,500 shares

Disposition 3 txns

Insider Guarnieri Robert

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options	14,000	$0.00	$0.00
Disposition	Common Stock	16,000	$0.00	$0.00
Disposition	Common Stock	2,500	$0.00	$0.00

Holdings After Transaction: Stock Options — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Spouse)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CFSB (CFSB) disclose in this Form 4?

A director reported merger-related dispositions where each common share converted into the right to receive $14.25 in cash at the Effective Time.

How many CFSB shares were disposed and what is the ending ownership?

The filing shows 16,000 common shares disposed directly and 2,500 indirectly by spouse, with 0 shares beneficially owned after the transactions.

What consideration did CFSB shareholders receive per share?

Each share converted into the right to receive $14.25 in cash, without interest, pursuant to the Merger Agreement.

How were CFSB restricted shares treated?

All unvested restricted stock vested in full at the Effective Time and received the $14.25 cash consideration, net of withholding taxes.

What happened to the director’s CFSB stock options?

A total of 14,000 options were canceled and exchanged for cash equal to their in‑the‑money value based on the $14.25 consideration.

What is the transaction date for these entries?

The reported transaction date is 10/31/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/31/2025 - 04:06 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Guarnieri Robert

(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		2,500	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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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