CFSB insider reports $14.25 cash-out; options canceled for value
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 48,000 | $0.00 | -- |
| Disposition | Common Stock | 18,000 | $0.00 | -- |
| Disposition | Common Stock | 3,147 | $0.00 | -- |
| Disposition | Common Stock | 10,923 | $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. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended. 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.
