CFSB Form 4: Shares cashed out at $14.25; options canceled
Rhea-AI Filing Summary
CFSB Bancorp (CFSB) insider reported merger-related transactions. A Form 4 shows that, at the Effective Time of the merger agreed on May 20, 2025, each share of CFSB common stock was converted into the right to receive cash of $14.25 per share without interest.
The reporting person’s holdings were disposed in connection with the merger, including 6,000 shares held directly, 10,000 shares held indirectly by a trust, and 5,000 shares held indirectly by a spouse’s trust. The filing notes that unvested restricted stock vested at closing and was treated as outstanding common stock entitled to the cash consideration.
In addition, stock options covering 14,000 shares with a $9.09 exercise price were cancelled at closing in exchange for cash equal to the excess of the $14.25 per-share merger consideration over the exercise price, multiplied by the number of option shares, net of applicable withholding taxes.
Positive
- None.
Negative
- None.
Insights
Form 4 confirms cash-out merger at $14.25/share and option cancellation.
The transaction reflects the closing mechanics of a cash merger: each CFSB common share converted into the right to receive $14.25 per share. The reporting person’s direct and indirect holdings (6,000 direct; 10,000 by trust; 5,000 by spouse’s trust) were disposed in line with this conversion.
Equity awards were treated per the merger agreement. Unvested restricted stock vested at closing and received cash like common shares. Options for 14,000 shares with a $9.09 strike were cancelled for cash equal to the spread versus the merger price, net of withholding. Actual impact for public holders is defined by the fixed cash consideration; insider activity here is administrative under the merger terms.
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.
