First Seacoast Bancorp to be acquired for $17.25 cash

First Seacoast Bancorp, Inc. agreed to merge with Cambridge Financial Group, Inc., the mutual holding company of Cambridge Savings Bank, in an all-cash transaction.

Rhea-AI Filing Summary

First Seacoast Bancorp, Inc. agreed to merge with Cambridge Financial Group, Inc., the mutual holding company of Cambridge Savings Bank, in an all-cash transaction.

Each share of First Seacoast Bancorp common stock will be converted into the right to receive $17.25 in cash, valuing the deal at approximately $80.9 million based on shares outstanding when the agreement was signed. First Seacoast Bank will merge into Cambridge Savings Bank, and its branches will become part of a 24-branch network.

The merger agreement includes customary covenants, a $3.5 million termination fee payable by First Seacoast Bancorp under specified circumstances, and standard closing conditions such as regulatory and stockholder approvals. Certain directors and executives have entered voting agreements supporting the deal, and closing is expected in the third quarter of 2026.

Positive

• First Seacoast Bancorp stockholders receive an all-cash payout of $17.25 per share, with total transaction value of about $80.9 million based on current shares.
• Merger with Cambridge Financial, whose bank holds about $7 billion in assets, combines First Seacoast Bank into a larger community banking platform.

Negative

• None.

Insights

Bank M&A analyst

All-cash sale of First Seacoast Bancorp at $17.25 per share, pending approvals.

The agreement provides First Seacoast Bancorp stockholders with a defined cash payout of $17.25 per share, implying total consideration of about $80.9 million. The acquirer, Cambridge Savings Bank’s parent, reports approximately $7 billion in assets, indicating a larger buyer absorbing a smaller community bank.

The transaction is subject to regulatory and stockholder approvals and includes a $3.5 million termination fee payable by First Seacoast Bancorp in specified scenarios, which is typical in bank mergers. Certain directors and executives have signed voting agreements supporting the merger, increasing execution visibility, while the final outcome will depend on approvals and integration.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Per-share merger consideration: $17.25 per share Transaction value: $80.9 million Termination fee: $3.5 million +3 more

6 metrics

Per-share merger consideration $17.25 per share Cash paid for each First Seacoast Bancorp common share at closing

Transaction value $80.9 million Approximate all-cash deal value based on shares outstanding at signing

Termination fee $3.5 million Cash fee payable by First Seacoast Bancorp under specified termination scenarios

Cambridge Savings Bank assets $7 billion Approximate total assets of Cambridge Savings Bank as described

Combined branch network 24 full-service offices Number of branches after First Seacoast Bank offices convert to Cambridge Savings Bank branches

First Seacoast Bank branches 5 branches Existing branch offices in the Seacoast region of New Hampshire

Key Terms

Agreement and Plan of Merger, termination fee, regulatory approval, fairness opinion, +2 more

6 terms

Agreement and Plan of Merger regulatory

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

termination fee financial

"the Company has agreed to pay Cambridge Financial a cash termination fee of $3.5 million"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

regulatory approval regulatory

"The Merger is subject to customary closing conditions, including regulatory approval"

Regulatory approval is the official permission given by government agencies or authorities that allows a product, service, or business activity to be legally operated or sold. It is important to investors because receiving approval often indicates that a product has been reviewed for safety and compliance, which can influence its success and the company’s prospects in the market. Without this approval, launching or selling certain products may be restricted or prohibited.

fairness opinion financial

"Keefe, Bruyette & Woods, a Stifel Company, is acting as First Seacoast Bancorp’s financial advisor and has rendered a fairness opinion"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

proxy statement regulatory

"First Seacoast Bancorp will provide its stockholders with a proxy statement and other proxy solicitation materials"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

FAQ

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

What did First Seacoast Bancorp (FSEA) announce in this 8-K filing?

First Seacoast Bancorp announced a definitive merger agreement to be acquired by Cambridge Financial Group in an all-cash transaction. First Seacoast Bancorp will merge into Cambridge Financial, and First Seacoast Bank will merge into Cambridge Savings Bank, with Cambridge entities surviving.

How much will First Seacoast Bancorp (FSEA) stockholders receive per share?

Stockholders will receive $17.25 in cash for each share of First Seacoast Bancorp common stock. This values the transaction at approximately $80.9 million, based on the number of shares outstanding when the merger agreement was signed.

When is the Cambridge Financial and First Seacoast Bancorp merger expected to close?

The merger is expected to close in the third quarter of 2026, subject to customary conditions. These include obtaining required regulatory approvals and approval of the merger agreement by First Seacoast Bancorp’s stockholders.

What conditions must be satisfied for the First Seacoast Bancorp (FSEA) merger to be completed?

Completion of the merger requires customary closing conditions, including regulatory approval and First Seacoast Bancorp stockholder approval. The merger agreement also includes specified termination rights and a cash termination fee under certain circumstances.

Is there a termination fee in the First Seacoast Bancorp and Cambridge Financial merger agreement?

Yes. If the merger is not completed under specified circumstances, including certain Company-initiated terminations, First Seacoast Bancorp has agreed to pay Cambridge Financial a $3.5 million cash termination fee as outlined in the merger agreement.

What will happen to First Seacoast Bank branches after the merger with Cambridge Savings Bank?

After the merger, Cambridge Savings Bank will operate all First Seacoast Bank offices as branch locations. These branches will become part of a combined 24 full-service office network within the Cambridge Savings Bank franchise.

Do any First Seacoast Bancorp (FSEA) insiders support the merger?

Yes. Each director of First Seacoast Bancorp and certain executive officers have entered into voting agreements with Cambridge Financial. They agreed to vote their shares in favor of approving the merger agreement at the stockholder meeting.

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

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Accepted by SEC EDGAR 05/05/2026 - 04:30 PM Learn about SEC filing dates

false 0001943802 0001943802 2026-05-04 2026-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4, 2026

FIRST SEACOAST BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-41597		92-0334805
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

633 Central Avenue, Dover, New Hampshire		03820
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (603) 742-4680

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share		FSEA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 4, 2026, First Seacoast Bancorp, Inc. (the “Company”), the holding company of First Seacoast Bank, and Cambridge Financial Group, Inc. (“Cambridge Financial”), the mutual holding company of Cambridge Savings Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will merge with Cambridge Financial, with Cambridge Financial as the surviving corporation (the “Merger”). Simultaneously with or immediately following the Merger, First Seacoast Bank will merge with Cambridge Savings Bank, with Cambridge Savings Bank as the surviving institution.

Under the terms of the Merger Agreement, each share of Company common stock outstanding immediately before the effective time of the Merger will be converted into the right to receive $17.25 in cash, without interest.

The Merger Agreement contains customary representations and warranties and covenants of the Company and Cambridge Financial. The Company has agreed not to solicit proposals relating to alternative business combination transactions, subject to certain exceptions that permit the Company’s Board of Directors to enter into discussions concerning, or furnish information in connection with, any proposals for alternative business combination transactions if the failure to do so would be reasonably likely to result in a violation of its fiduciary duties under applicable law. The Merger Agreement provides the Company and Cambridge Financial with specified termination rights. If the Merger is not consummated under specified circumstances, including if the Company terminates the Merger Agreement under certain circumstances, the Company has agreed to pay Cambridge Financial a cash termination fee of $3.5 million.

The Merger is subject to customary closing conditions, including regulatory approval and Company stockholder approval. Closing is expected to occur in the third quarter of 2026.

In connection with the execution of the Merger Agreement, each director of the Company and certain executive officers of the Company and/or First Seacoast Bank have entered into a voting agreement with Cambridge Financial pursuant to which each individual has agreed, among other things, to vote his or her shares of Company common stock in favor of the approval of the Merger Agreement at a meeting of the Company’s stockholders to be held for the purpose of voting on the approval the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as an exhibit hereto and incorporated in this Item 1.01 by reference.

The Merger Agreement has been included as an exhibit to provide investors and security holders with information regarding its terms. The Merger Agreement is not intended to provide any other factual information about the Company or Cambridge Financial. The Merger Agreement contains customary representations and warranties that the Company and Cambridge Financial made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the Company and Cambridge

Financial in connection with negotiating the Merger Agreement, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, and may have been used to allocate risk between the Company and Cambridge Financial rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the public disclosures of the Company. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise.

Item 8.01 Other Events

On May 5, 2026, the Company and Cambridge Financial issued a joint press release announcing the execution of the Merger Agreement, a copy of which is attached as an exhibit hereto and incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1		Agreement and Plan of Merger dated May 4, 2026
99.1		Press Release dated May 5, 2026
104		Cover Page Interactive Data File (formatted within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: May 5, 2026				FIRST SEACOAST BANCORP, INC.
				By:		/s/ James R. Brannen
						James R. Brannen
						Chief Executive Officer

Exhibit 99.1

*PRESS RELEASE*

Contact:

Ryan A. Bailey

President and Chief Executive Officer

Cambridge Financial Group, Inc.

(888) 418-5626

Investor Contact:

James R. Brannen

Chief Executive Officer

First Seacoast Bancorp, Inc.

(603) 742-4680

investorrelations@firstseacoastbank.com

Media Contacts:

Brennan Burks

Communications & Public Relations

Cambridge Savings Bank

(513) 795-4463

bburks@cambridgesavings.com

Tiffany L. Stackpole

Marketing & Public Relations

First Seacoast Bank

(603) 742-4680

marketing@firstseacoastbank.com

Cambridge Financial Group, Inc. and First Seacoast Bancorp, Inc. Agree to Merge

Two Community Banks: One Shared Mission

Cambridge, MA, and Dover, NH; May 5, 2026 – Cambridge Financial Group, Inc. (“Cambridge Financial”), the mutual holding company of Cambridge Savings Bank, and First Seacoast Bancorp, Inc. (“First Seacoast Bancorp”) (Nasdaq: “FSEA”), the holding company of First Seacoast Bank, jointly announced today they have entered into a definitive merger agreement under which First Seacoast Bancorp will merge with Cambridge Financial, with Cambridge Financial as the surviving corporation, and First Seacoast Bank will merge with Cambridge Savings Bank, with Cambridge Savings Bank as the surviving institution.

The all-cash transaction is valued at approximately $80.9 million based on the number of shares of First Seacoast Bancorp common stock outstanding as of the date of the merger agreement. Under the terms of the merger agreement, First Seacoast Bancorp’s stockholders will receive $17.25 in cash for each of their shares of common stock.

This transaction reflects two leading community financial institutions’ strategic decisions to strengthen local banking. Rooted in nearly 200 years of trust, Cambridge Savings Bank has a proven history of building lasting relationships through meaningful customer experiences, while continuing to invest in the technologies and solutions that support modern banking.

“This is an exciting period of growth for our organization,” said Ryan A. Bailey, President and Chief Executive Officer of Cambridge Savings Bank. “At the heart of both institutions is a shared belief in the power of relationships – knowing our customers, supporting our communities, and showing up when it matters most. First Seacoast Bank has long been a trusted presence in the Seacoast region, and we’re proud to build on that legacy – deepening our commitment to the people, businesses, and nonprofit organizations that call it home. Our goal remains the same: to treat every customer like our only customer, just as we have for nearly two centuries.”

“Over the years we have witnessed exceptional growth in the greater Seacoast markets that we serve,” said James R. Brannen, Chief Executive Officer of First Seacoast Bank. “We have been fortunate to play a role in that growth, and we truly believe that joining forces with Cambridge Savings Bank will allow us to preserve and better meet the expanding needs of the strong businesses and vibrant communities here in the Seacoast and beyond. This merger ensures community banking continuity for our customers while positioning Cambridge Savings Bank for future growth in an evolving and expanding economic landscape. Our mutual commitment to exceptional service and community engagement is an excellent basis that will allow us to move forward and remain true to the same values that have supported our success for the last 135 years.”

Following the merger, Cambridge Savings Bank will operate all of First Seacoast Bank’s banking offices as branch offices and as part of a branch network of 24 full-service offices.

The merger is subject to customary closing conditions, including regulatory approval and First Seacoast Bancorp stockholder approval. Closing is expected to occur in the third quarter of 2026.

Piper Sandler & Co. is serving as financial advisor to Cambridge. Keefe, Bruyette & Woods, a Stifel Company, is acting as First Seacoast Bancorp’s financial advisor and has rendered a fairness opinion to its Board of Directors. Luse Gorman, PC is serving as legal counsel to First Seacoast Bancorp.

About Cambridge Savings Bank

Cambridge Savings Bank is a full-service banking institution with approximately $7 billion in assets. As a community bank, Cambridge Savings Bank is committed to improving the quality of life of its employees, customers, and the communities it serves. One of the oldest and largest community banks in Massachusetts, Cambridge Savings Bank offers a full line of individual and business banking services across a robust Massachusetts-based branch network and through digital banking solutions for commercial, small business and consumer customers. For more information, visit www.cambridgesavings.com.

About First Seacoast Bank

Founded in 1890, First Seacoast Bank is headquartered in Dover and has five branch offices in the Seacoast region of New Hampshire. For more information, visit www.firstseacoastbank.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements include statements regarding the anticipated closing date of the merger and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe”, “expect”, “anticipate”, “estimate” and “intend” or future or conditional verbs such as “will”, “would”, “should”, “could” or “may”. Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger; the failure to obtain necessary stockholder or regulatory approvals for the merger; difficulties in achieving expected cost savings from the merger or in achieving them within the expected time frame; difficulties in integrating First Seacoast Bancorp; increased competitive pressures; changes in market interest rates; changes in general economic conditions; legislative and regulatory changes that adversely affect the business in which Cambridge Financial and First Seacoast Bancorp are engaged; changes in the securities markets; and other risks and uncertainties.

Additional Information

First Seacoast Bancorp will provide its stockholders with a proxy statement and other proxy solicitation materials with respect to the merger. First Seacoast Bancorp’s stockholders are urged to read the proxy statement and other proxy solicitation materials and any amendments or supplements to those documents because they will contain important information which should be considered before making any voting decision regarding the merger.

First Seacoast Bancorp and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from First Seacoast Bancorp’s stockholders in connection with the merger. Information about First Seacoast Bancorp’s directors and executive officers is disclosed in First Seacoast Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended by its Annual Report on Form 10-K/A, as filed with the U.S. Securities and Exchange Commission on March 20, 2026 and April 30, 2026, respectively. Additional information regarding the interests of these participants and any other persons who may be deemed participants in the solicitation of proxies in connection with the merger may be obtained by reading the proxy statement regarding the merger when it becomes available.

#    #    #

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 13.2 KB

Other Documents

• EX-2.1 EX-2.1 432.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB