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CFSB insider reports $14.25 cash-out; options canceled for value

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CFSB Bancorp (CFSB) officer (Treasurer and COO) filed a Form 4 reporting transactions completed at the closing of the company’s merger. Under the Merger Agreement with Hometown Financial Group, each issued and outstanding share of common stock was converted into the right to receive $14.25 per share in cash, without interest.

The filing notes that all unvested restricted stock vested at the Effective Time and was treated as outstanding for the cash consideration. It also states that outstanding stock options were cancelled in exchange for cash equal to the excess of the $14.25 merger consideration over the option’s exercise price; one option grant carried a $7.99 exercise price. Reported transactions include dispositions of direct holdings and indirect holdings via ESOP, 401(k), and spouse accounts. The transaction date shown is 10/31/2025.

Positive

  • None.

Negative

  • None.

Insights

Insider Form 4 reflects cash-out merger at $14.25 per share.

The insider’s common shares were automatically converted to cash at $14.25 per share at the merger’s Effective Time. Unvested restricted stock vested and received the same per-share cash treatment, aligning equity awards with the merger terms.

Stock options were cancelled for cash equal to intrinsic value, calculated as the $14.25 merger price minus the per‑share exercise price; an option with a $7.99 exercise price is shown. This is standard cash-out mechanics in an all-cash merger.

The filing lists dispositions across direct and indirect holdings (ESOP, 401(k), spouse). Actual proceeds hinge on share counts and tax withholdings as described; the document provides the per-share cash figure and the 10/31/2025 transaction date.

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*
Shea Susan

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Treasurer and COO
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 18,000(2) D (1) 0 D
Common Stock 10/31/2025 D 3,147(3) D (1) 0 I By ESOP
Common Stock 10/31/2025 D 10,923(3) D (1) 0 I By 401(k)
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 $7.99 10/31/2025 D 48,000 03/22/2024 03/22/2033 Common Stock 48,000 (4) 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. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended.
4. 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

An officer reported transactions completed at merger closing, where each common share was converted to a $14.25 cash right per share.

What was the per-share cash consideration for CFSB stock?

Each issued and outstanding common share became the right to receive $14.25 per share in cash, without interest.

How were CFSB restricted stock awards treated?

All unvested restricted stock vested at the Effective Time and was treated as outstanding, receiving the $14.25 per share cash amount, net of withholding taxes.

How were CFSB stock options handled?

Options were cancelled for cash equal to $14.25 minus the exercise price, times shares. One option grant shows a $7.99 exercise price.

What was the transaction date on the Form 4?

Reported transactions occurred on 10/31/2025.

Whose holdings were reported on this CFSB Form 4?

A Treasurer and COO reported dispositions in direct holdings and indirect holdings via ESOP, 401(k), and spouse accounts.
CFSB BANCORP INC

NASDAQ:CFSB

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CFSB Stock Data

93.32M
2.84M
58.24%
4.84%
0.12%
Banks - Regional
Savings Institution, Federally Chartered
Link
United States
QUINCY