CFSB Bancorp Form 4: Insider shares cashed out at $14.25 merger

CFSB Bancorp (CFSB) filed a Form 4 reflecting merger-related conversions.

Rhea-AI Filing Summary

CFSB Bancorp (CFSB) filed a Form 4 reflecting merger-related conversions. At the Effective Time under the Merger Agreement, each share of common stock was converted into the right to receive $14.25 per share in cash without interest.

The reporting person, a VP-Financial Markets, shows dispositions tied to the closing and now reports 0 shares beneficially owned directly and indirectly. All unvested restricted stock vested and was treated as outstanding for the cash consideration. Outstanding stock options with a $7.99 exercise price were cancelled for cash equal to the intrinsic value based on the $14.25 merger price.

Insider Trade Summary

Disposition: 31,691 shares

Disposition 4 txns

Insider Denizkurt Kemal

Role VP-Financial Markets

Type	Security	Shares	Price	Value
Disposition	Stock Options	14,000	$0.00	$0.00
Disposition	Common Stock	6,000	$0.00	$0.00
Disposition	Common Stock	2,390	$0.00	$0.00
Disposition	Common Stock	9,301	$0.00	$0.00

Holdings After Transaction: Stock Options — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By ESOP); Common Stock — 0 shares (Indirect, By 401(k))

Footnotes (4)

1. F1. 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. F2. 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. F3. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended.
4. F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

It reports merger-related conversions where each common share was converted into the right to receive $14.25 in cash at the Effective Time.

What happened to the insider’s CFSB shares?

Reported transactions reflect dispositions tied to the closing, and the insider now shows 0 shares beneficially owned after the transactions.

How were unvested restricted shares treated in the CFSB merger?

All unvested restricted stock vested in full at the Effective Time and received the $14.25 per share cash consideration, net of withholding taxes.

What happened to CFSB stock options?

Options with a $7.99 exercise price were cancelled for cash equal to the excess of $14.25 over the exercise price, times the number of shares, net of taxes.

Does the filing indicate any remaining beneficial ownership?

The tables show 0 derivative and non-derivative securities beneficially owned following the reported transactions.

Which entities were parties to the merger agreement?

The agreement was among Hometown Financial Group, MHC, Hometown Financial Group, Inc., Hometown Financial Acquisition Corp. II, 15 Beach, MHC, and the issuer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/31/2025 - 04:56 PM Learn about SEC filing dates

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^*

Denizkurt Kemal

(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-Financial Markets

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		2,390(3)	D	(1)	0	I	By ESOP
Common Stock	10/31/2025		D		9,301(3)	D	(1)	0	I	By 401(k)

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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