CFSB insider reports merger cash-out; options cancelled for cash
Rhea-AI Filing Summary
CFSB Bancorp (CFSB) — insider transaction tied to merger. On 10/31/2025, a director reported the conversion of holdings pursuant to the merger with Hometown Financial Group entities. Each share of common stock was converted into the right to receive cash of $14.25 per share, and unvested restricted shares fully vested at the effective time to receive the same cash consideration.
The filing shows dispositions of common stock held directly and indirectly (including by trust and by spouse’s trust). Stock options with a $9.09 exercise price covering 14,000 underlying shares were cancelled in exchange for cash per the merger terms. Following these transactions, the reporting person reported zero shares and zero derivative securities beneficially owned.
Positive
- None.
Negative
- None.
Insights
Form 4 reflects merger cash-out at $14.25 per share.
This Form 4 documents automatic conversions triggered by a completed merger. Common shares received $14.25 per share in cash, restricted shares vested to participate, and options with a $9.09 exercise price were cancelled for cash based on the stated formula. These mechanics are standard in change‑of‑control events.
Because this is an administrative reflection of the merger close, it does not introduce new operational or financial guidance. The reporting person’s beneficial ownership moved to zero after the transactions, consistent with a full cash-out structure.
There is no immediate performance signal here; actual impact on holders depends on the merger terms already set. Subsequent filings may provide broader post‑closing company details.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 14,000 | $0.00 | -- |
| Disposition | Common Stock | 6,000 | $0.00 | -- |
| Disposition | Common Stock | 10,000 | $0.00 | -- |
| Disposition | Common Stock | 5,000 | $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.
