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First Seacoast CEO shares convert at $17.25 in merger

The merger terms convert each outstanding common share into a right to $17.25 cash consideration and each stock option into cash consideration less its exercise price.

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Form Type
4

Rhea-AI Filing Summary

James R. Brannen reported disposition transactions in this Form 4 filing. First Seacoast Bancorp, Inc. Chief Executive Officer and director James R. Brannen reported that on October 1, 2026, 32,637 directly held common shares and shares held through an IRA (9,179), 401(k) (4,241), and ESOP (4,392) were converted under the merger into rights to receive $17.25 cash consideration per share; reported holdings after each common-stock transaction were zero. He also reported that 24,401 and 23,500 stock options were converted into rights to receive $17.25 less their respective $8.06 and $9.29 exercise prices.

Insider Brannen James R.
Role Chief Executive Officer
Type Security Shares Price Value
Disposition Stock Options F3 24,401 -- --
Disposition Stock Options F3 23,500 -- --
Disposition Common Stock F1 32,637 -- --
Disposition Common Stock F1 9,179 -- --
Disposition Common Stock F2, F1 4,241 -- --
Disposition Common Stock F2, F1 4,392 -- --
Holdings After Transaction: Stock Options — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By IRA); Common Stock — 0 shares (Indirect, By 401(k)); Common Stock — 0 shares (Indirect, By ESOP)
Footnotes (3)
  1. F1. Pursuant to the Agreement and Plan of Merger, dated May 4, 2026, by and among the Issuer, First Seacoast Bank, Cambridge Financial Group Inc. and Cambridge Savings Bank (the "Merger Agreement"), each issued and outstanding share of Issuer common stock was converted into the right to receive $17.25 cash consideration.
  2. F2. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended.
  3. F3. Pursuant to the Merger Agreement, each stock option was converted into the right to receive $17.25 cash consideration less the exercise price of such option.
Directly held common shares converted 32,637 shares October 1, 2026; reported holdings afterward were zero
Common shares held through IRA converted 9,179 shares October 1, 2026; reported holdings afterward were zero
Common shares held through 401(k) converted 4,241 shares October 1, 2026; reported holdings afterward were zero
Common shares held through ESOP converted 4,392 shares October 1, 2026; reported holdings afterward were zero
Underlying shares subject to first stock option transaction 24,401 shares Exercise price $8.06 per share; October 1, 2026
Underlying shares subject to second stock option transaction 23,500 shares Exercise price $9.29 per share; October 1, 2026
Cash consideration per common share $17.25 per share Merger consideration
Agreement and Plan of Merger financial
"Pursuant to the Agreement and Plan of Merger"
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.
cash consideration financial
"right to receive $17.25 cash consideration"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
exercise price financial
"less the exercise price of such option"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
Section 16 regulatory
"not required to be reported pursuant to Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

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

How many FSEA shares did CEO James R. Brannen report converting in the merger?

On October 1, 2026, 32,637 directly held common shares, 9,179 held through an IRA, 4,241 through a 401(k), and 4,392 through an ESOP were converted into rights to receive $17.25 cash consideration per share. Reported holdings after each common-stock transaction were zero.

What happened to James R. Brannen's FSEA stock options in the merger?

The 24,401 and 23,500 stock options were converted into rights to receive $17.25 cash consideration less their respective exercise prices of $8.06 and $9.29. Both transactions were reported on October 1, 2026.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Brannen James R.

(Last)(First)(Middle)
633 CENTRAL AVENUE

(Street)
DOVER NEW HAMPSHIRE 03820

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
First Seacoast Bancorp, Inc. [ FSEA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock10/01/2026D32,637D(1)0D
Common Stock10/01/2026D9,179D(1)0IBy IRA
Common Stock10/01/2026D4,241(2)D(1)0IBy 401(k)
Common Stock10/01/2026D4,392(2)D(1)0IBy ESOP
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options$8.0610/01/2026D24,40105/25/202405/25/2033Common Stock24,401(3)0D
Stock Options$9.2910/01/2026D23,50012/02/202512/02/2034Common Stock23,500(3)0D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated May 4, 2026, by and among the Issuer, First Seacoast Bank, Cambridge Financial Group Inc. and Cambridge Savings Bank (the "Merger Agreement"), each issued and outstanding share of Issuer common stock was converted into the right to receive $17.25 cash consideration.
2. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended.
3. Pursuant to the Merger Agreement, each stock option was converted into the right to receive $17.25 cash consideration less the exercise price of such option.
/s/ Victor L. Cangelosi, pursuant to power of attorney10/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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