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.

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Equity compensation and M&A specialist

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.

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^*

Marini Stephen D

(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		6,000(2)	D	(1)	0	D
Common Stock	10/31/2025		D		10,000	D	(1)	0	I	By Trust
Common Stock	10/31/2025		D		5,000	D	(1)	0	I	By Spouse's Trust

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 Bancorp (CFSB) report in this Form 4?

A director reported automatic conversion of equity at merger close, with common shares receiving $14.25 per share in cash and options cancelled for cash.

What was the cash consideration per CFSB share?

Each share of common stock was converted into the right to receive $14.25 per share in cash.

How were CFSB restricted shares treated?

All unvested restricted shares vested in full at the effective time and received the $14.25 per share cash consideration.

What happened to the reported stock options?

Options with a $9.09 exercise price covering 14,000 underlying shares were cancelled for cash under the merger formula.

What is the reporting person’s ownership after the transactions?

The filing shows zero shares and zero derivative securities beneficially owned following the transactions.

Which entities were party to the merger with CFSB?

The merger involved Hometown Financial Group, MHC, its affiliates, and the issuer as detailed in the Merger Agreement.

What is the transaction date shown in the Form 4?

The earliest transaction date disclosed is 10/31/2025.