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First Seacoast Bancorp (FSEA) investors back Cambridge merger

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First Seacoast Bancorp, Inc. (FSEA) reports that stockholders held a Special Meeting on August 27, 2026 to vote on matters related to its proposed merger with Cambridge Financial Group, Inc. and Cambridge Savings Bank. The Agreement and Plan of Merger between Cambridge Financial Group, Inc. / Cambridge Savings Bank and First Seacoast Bancorp, Inc. / First Seacoast Bank was approved, receiving 3,425,942 votes for, 11,808 against, and 56,559 abstentions, with no broker non-votes. Stockholders also cast a non-binding, advisory vote approving compensation to named executive officers in connection with the merger transactions, with 2,496,093 votes for, 638,855 against, and 359,361 abstentions. In addition, a proposal to permit adjournment or postponement of the Special Meeting to solicit additional proxies for the merger proposal, if necessary or appropriate, was approved with 3,252,649 votes for, 179,817 against, and 61,843 abstentions.

Positive

  • Merger agreement approved by stockholders, with 3,425,942 votes for and only 11,808 against, advancing the planned combination with Cambridge Financial Group, Inc. and Cambridge Savings Bank.

Negative

  • None.

Filing Explained

The August 27, 2026 Form 8-K records First Seacoast Bancorp stockholder approval of the Cambridge merger agreement, advancing it to an approved-agreement state, with no closing or merger consideration reported, so it does not establish that the transaction has completed or that its ownership mechanics have taken effect.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for merger agreement 3,425,942 votes Approval of Agreement and Plan of Merger at Special Meeting on August 27, 2026
Votes against merger agreement 11,808 votes Opposition to Agreement and Plan of Merger at Special Meeting
Abstentions on merger agreement 56,559 votes Abstentions on Agreement and Plan of Merger approval
Votes for advisory executive compensation 2,496,093 votes Non-binding, advisory vote on named executive officer compensation related to merger
Votes against advisory executive compensation 638,855 votes Opposition to advisory compensation proposal
Votes for adjournment authorization 3,252,649 votes Approval to adjourn or postpone Special Meeting if necessary to solicit additional proxies
Votes against adjournment authorization 179,817 votes Opposition to adjournment or postponement authority
Agreement and Plan of Merger regulatory
"The Agreement and Plan of Merger, dated as of May 4, 2026, by and between"
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.
Special Meeting of Stockholders regulatory
"held a Special Meeting of Stockholders (the “Special Meeting”). The final vote"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
non-binding, advisory vote regulatory
"was approved by the following non-binding, advisory vote"
Broker Non-Votes regulatory
"For | | Against | | Abstain | | Broker Non-Votes 3,425,942"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

What did FSEA stockholders decide about the merger with Cambridge Financial Group, Inc.?
Stockholders approved the Agreement and Plan of Merger, with 3,425,942 votes for, 11,808 against, and 56,559 abstentions, and no broker non-votes. This approval advances the proposed merger with Cambridge Financial Group, Inc. and Cambridge Savings Bank.

Was the proposal to allow adjournment of the FSEA Special Meeting approved?
Yes. The proposal to approve adjournment or postponement of the Special Meeting, if necessary or appropriate to solicit additional proxies for the merger, passed with 3,252,649 votes for, 179,817 against, and 61,843 abstentions.

When was the FSEA Special Meeting of Stockholders held?
The Special Meeting of Stockholders of First Seacoast Bancorp, Inc. was held on August 27, 2026, to consider the merger agreement, executive compensation related to the merger, and a potential adjournment proposal.

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

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Understanding 8-K Material Events →
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):  August 27, 2026
 
FIRST SEACOAST BANCORP, INC.
(Exact Name of Registrant as Specified in its 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 5.07
Submission of Matters to a Vote of Security Holders.
 
On August 27, 2026, First Seacoast Bancorp, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).  The final vote result on each matter submitted to a vote of stockholders is as follows:
 
1.
The Agreement and Plan of Merger, dated as of May 4, 2026, by and between Cambridge Financial Group, Inc. / Cambridge Savings Bank and First Seacoast Bancorp, Inc. / First Seacoast Bank (the “Merger Agreement”), was approved by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
3,425,942
 
11,808
 
56,559
 
-0-
 
2.
The compensation to be paid to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement, was approved by the following non-binding, advisory vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
2,496,093
 
638,855
 
359,361
 
-0-
 
3.
The adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Merger Agreement, was approved by the following vote:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
3,252,649
 
179,817
 
61,843
 
-0-
 
 
 
 
 
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.
 
 
FIRST SEACOAST BANCORP, INC.
   
 Dated: August 27, 2026
By: /s/ James R. Brannen
 
       James R. Brannen
 
       Chief Executive Officer
   
 
 
 
 
 
 
 
 
 
0001943802 false 0001943802 2026-08-27 2026-08-27

Source: View Original Filing on SEC EDGAR

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