CFSB BANCORP INC SEC Filings

CFSB Bancorp (CFSB) — Form 4: A director reported transactions tied to the merger under the Merger Agreement. At the Effective Time, each share of common stock converted into the right to receive $14.25 in cash. The filing shows dispositions of 16,000 shares of common stock and 2,500 shares held indirectly by spouse, leaving 0 shares beneficially owned. All unvested restricted stock vested and received the same cash consideration. In addition, 14,000 stock options were canceled for a cash amount equal to their in‑the‑money value.

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.

CFSB Bancorp, Inc. announced receipt of all requisite regulatory approvals for its merger with Hometown Financial Group, including clearances from the Federal Reserve and the Massachusetts Division of Banks. The companies anticipate closing the merger on October 31, 2025, subject to customary closing conditions.

The filing also confirms that CFSB Bancorp’s shareholders approved the merger at a special meeting held on September 16, 2025. As part of the transaction, Colonial Federal Savings Bank, a CFSB subsidiary, will merge into North Shore Bank, a Hometown Financial subsidiary, with North Shore Bank as the surviving bank.

CFSB Bancorp's 10-K excerpts describe a pending merger with Hometown Financial that restructures through multiple steps so Hometown becomes the surviving entity, while noting a potential $1.6 million termination fee and transaction costs whether or not the deal closes. The filing highlights capital distribution restrictions tied to regulatory capital tests and lists required approval thresholds for real estate and consumer loans. It discusses adoption and application of CECL (ASC 326) for estimating allowance for credit losses and states no available-for-sale debt securities not government-guaranteed at June 30, 2025. The company completed a stock offering of 2,804,306 shares at $10.00 per share for gross proceeds of $28.0 million. The report also details cybersecurity governance led by an Information Security Officer and an incident response program. Other disclosures include pension/SERP figures and bank underwriting limits tied to unimpaired capital.

CFSB Bancorp, Inc. shareholders approved a proposed merger with Hometown Financial Group at a Special Meeting held on September 16, 2025. Under the Agreement and Plan of Merger dated May 20, 2025, CFSB will merge with a Hometown Financial subsidiary and become a wholly owned subsidiary of Hometown Financial, and Colonial Federal Savings Bank will merge into North Shore Bank.

Of 6,548,575 shares entitled to vote, 5,569,550 voted for the merger proposal, with 11,856 against and 10,100 abstaining. A separate adjournment proposal also passed with 5,549,087 votes for, but an adjournment was not needed because the merger proposal received sufficient support. The company highlights multiple risks that could delay or prevent closing, including regulatory approvals, satisfaction of closing conditions, integration challenges, competition, and broader economic and market conditions.

CFSB Bancorp, Inc. disclosed a multi-step merger agreement that will combine its mutual holding company structure into Hometown Financial Group, Inc. through a series of transactions: an MHC Merger (15 Beach into Hometown Financial Group, MHC), a merger of Merger Sub into the company, a Second-Step Merger merging the company into Hometown, and a Bank Merger that will fold Colonial Federal Savings Bank into North Shore Bank as the surviving bank. The filing states the company and its directors expressly deny any violation of law or fiduciary breach and deny that additional proxy disclosures were required. The document is procedural, describing transaction steps and the company’s rebuttal of unspecified matters referenced in the filing.

CFSB Bancorp, Inc. (the Company), parent of Colonial Federal Savings Bank, agreed to a merger with Hometown Financial Group entities. As of June 30, 2025, the Company reported $366.6 million in total assets, $177.2 million in total loans, $274.2 million in total deposits and $75.7 million in shareholders' equity. Hometown Financial reported $6.6 billion in assets, $5.2 billion in loans, $5.5 billion in deposits and $689 million in equity.

The proxy discloses stock trading ranges around the announcement: the Company closed as low as $7.40 and as high as $8.19 in the 60 days before the announcement, closed $8.19 on May 20, 2025, and closed $13.88 on August 7, 2025. Directors and executive officers held voting power for approximately 4.3% of shares as of the record date. Regulatory applications were filed with the Federal Reserve and Massachusetts Division of Banks on July 23, 2025. The ESOP will be terminated before closing, with any remaining ESOP shares used to repay ESOP debt or allocated to participants at a valuation of $14.25 per share. Shareholders do not have dissenters or appraisal rights in connection with the merger.