PB Bankshares (PBBK) director reports share and option exit in Norwood merger
Rhea-AI Filing Summary
PB Bankshares director Mary Joye Wentz reported the termination of her equity stake in connection with the company’s merger with Norwood Financial Corp. On January 5, 2026, she disposed of 8,500 shares of PB Bankshares common stock and had her stock options position reduced to zero as all options were cancelled for cash under the merger terms. Each PB Bankshares common share was converted into the right to receive either 0.7850 shares of Norwood common stock or $19.75 in cash, subject to proration so that 80% of PB Bankshares shares receive stock consideration. All unvested restricted stock vested at the effective time and was treated as outstanding common stock eligible for the same merger consideration.
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Insights
Director’s PB Bankshares stake and options were cashed out via the Norwood merger structure.
This filing shows Mary Joye Wentz, a director of PB Bankshares, exiting her reported equity position as the merger with Norwood Financial Corp. closed. On January 5, 2026, she reported disposing of 8,500 shares of common stock, with her common stock balance falling to zero, and her stock options position was also reduced to zero.
The footnotes detail that each PB Bankshares share was converted into the right to receive either 0.7850 Norwood shares or $19.75 in cash, with proration designed so that 80% of PB Bankshares shares receive Norwood stock. Unvested restricted stock vested at the effective time and participated in the same merger consideration, while each outstanding option was cancelled for a cash payment equal to its intrinsic value, net of withholding taxes.
For investors, this confirms the mechanics of how PB Bankshares equity rolled into Norwood stock or cash and that at least one director no longer holds PB Bankshares securities after the merger. The actual economic value realized depends on each holder’s election between stock and cash and on the proration outcome specified in the merger agreement.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 0 | $0.00 | -- |
| Disposition | Common Stock | 8,500 | $0.00 | -- |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 7, 2025, by and among Norwood Financial Corp. ("Norwood"), Wayne Bank, the Issuer, and Presence Bank (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 into the right to receive, at the election of the holder, either (i) 0.7850 shares of Norwood common stock (the "Stock Consideration") or (ii) $19.75 in cash (the "Cash Consideration"), subject to proration procedures to ensure that 80% of the shares of the Issuer common stock are converted into the Stock Consideration (the "Merger Consideration"). 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. 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 Cash 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.
