CFSB insider filing shows $14.25 cash merger and option cancellation

Rhea-AI Filing Summary

CFSB Bancorp (CFSB) insider filing tied to merger completion. A company officer (VP-Information Systems) reported transactions on 10/31/2025 reflecting the closing of a merger in which each share of CFSB common stock was converted into the right to receive cash of $14.25 per share.

The filing notes that all unvested restricted stock vested at closing and was treated as outstanding for the cash consideration. Outstanding stock options were cancelled at closing for cash equal to their intrinsic value. One option grant with a $7.99 exercise price covering 14,000 shares was reported as cancelled for cash per the merger terms.

The table lists dispositions across direct holdings and certain indirect accounts (including ESOP, 401(k), spouse, and child) as merger-related conversions to cash. These entries reflect the mechanical effects of the merger consideration rather than open-market transactions.

Insights

Equity compensation and M&A specialist

Form 4 shows merger-driven cash-out at $14.25; options cashed for intrinsic value.

The report documents the mechanical effects of a change-of-control. Common shares were converted into a cash right of $14.25 per share at closing, while unvested restricted stock vested and shared in the same cash treatment. This is a standard outcome when merger consideration is all cash.

For options, the filing states cancellation for cash equal to intrinsic value. One option grant with a $7.99 exercise price over 14,000 underlying shares was handled under this formula. No ongoing equity overhang remains from these awards after cancellation.

Because this is an administrative reflection of a completed merger, the signal is neutral for standalone performance analysis. Any valuation impact was determined by the merger terms as of 10/31/2025.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Esselystyn William R

Role VP-Information Systems

Type	Security	Shares	Price	Value
Disposition	Stock Options	14,000	$0.00	--
Disposition	Common Stock	6,000	$0.00	--
Disposition	Common Stock	2,351	$0.00	--
Disposition	Common Stock	11,940	$0.00	--
Disposition	Common Stock	350	$0.00	--
Disposition	Common Stock	200	$0.00	--

Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By ESOP)

Footnotes (1)

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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Esselystyn William R

(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)
	VP-Information Systems

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		2,351(3)	D	(1)	0	I	By ESOP
Common Stock	10/31/2025		D		11,940(3)	D	(1)	0	I	By 401(k)
Common Stock	10/31/2025		D		350	D	(1)	0	I	By Spouse
Common Stock	10/31/2025		D		200	D	(1)	0	I	By Child

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			14,000	03/22/2024	03/22/2033	Common Stock	14,000	(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.
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FAQ

What does the CFSB Bancorp (CFSB) Form 4 report?

It records merger-related conversions on 10/31/2025, with each common share entitled to $14.25 per share in cash.

What cash consideration did CFSB shareholders receive in the merger?

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

How were restricted shares treated for the CFSB merger?

All unvested restricted stock vested at closing and was treated as outstanding to receive the $14.25 per share cash consideration.

What happened to CFSB stock options in the merger?

Options were cancelled for cash equal to intrinsic value. One grant had a $7.99 exercise price over 14,000 shares.

Whose transactions are reported in this CFSB Form 4?

An officer (VP-Information Systems) reported direct and indirect holdings impacted by the merger on 10/31/2025.

Do the reported transactions reflect open-market trades?

No. They reflect merger-related conversions to cash under the agreed consideration, not market purchases or sales.