PB Bankshares (NASDAQ: PBBK) director logs merger-related Form 4

Rhea-AI Filing Summary

PB Bankshares, Inc. director R. Cheston Woolard reported the disposition of his holdings in connection with the merger of PB Bankshares with Norwood Financial Corp. On January 5, 2026, he reported disposing of 19,500 shares of PB Bankshares common stock held directly and 2,000 shares held indirectly "By Company," leaving no reported common stock holdings after the transaction.

Footnotes state that under the July 7, 2025 Merger Agreement, each PB Bankshares share was converted at the effective time into the right to elect either 0.7850 shares of Norwood common stock or $19.75 in cash, with proration so that 80% of PB Bankshares shares receive stock consideration. All unvested restricted stock vested and was eligible for this merger consideration, and 3,000 stock options were cancelled in exchange for a cash amount based on the merger cash price and each option’s exercise price.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider WOOLARD R CHESTON

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options	0	$0.00	--
Disposition	Common Stock	19,500	$0.00	--
Disposition	Common Stock	2,000	$0.00	--

Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Company)

Footnotes (1)

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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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
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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^*

WOOLARD R CHESTON

(Last) (First) (Middle)

185 E. LINCOLN HIGHWAY

(Street)

COATESVILLE PA 19320

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PB Bankshares, Inc. [ PBBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/05/2026		D		19,500(2)	D	(1)	0	D
Common Stock	01/05/2026		D		2,000	D	(1)	0	I	By Company

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$12.28	01/05/2026		D			$3,000	11/14/2023	11/14/2032	Common Stock	3,000	(3)	0	D

Explanation of Responses:

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").

2. 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.

3. 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.

	/s/ Lindsay Bixler, pursuant to power of attorney	01/06/2026
	** Signature of Reporting Person	Date
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.
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FAQ

What insider transaction did PB Bankshares (PBBK) director R. Cheston Woolard report?

R. Cheston Woolard, a director of PB Bankshares, Inc., reported on January 5, 2026 that 19,500 shares of common stock held directly and 2,000 shares held indirectly "By Company" were disposed of, leaving him with 0 shares of PB Bankshares common stock reported as beneficially owned.

How were PB Bankshares (PBBK) shares treated in the Norwood Financial Corp. merger?

According to the Merger Agreement, at the effective time each issued and outstanding PB Bankshares common share was converted into the right to receive, at the holder’s election, either 0.7850 shares of Norwood common stock or $19.75 in cash, subject to proration procedures to ensure that 80% of PB Bankshares shares are converted into stock consideration.

What happened to PB Bankshares restricted stock in the merger with Norwood Financial Corp.?

The filing states that all unvested shares of restricted stock automatically vested in full at the merger’s effective time and were treated as outstanding PB Bankshares common stock entitled to receive the same merger consideration as other shares, net of applicable withholding taxes.

How were PB Bankshares (PBBK) stock options held by the reporting person treated in the merger?

The director reported that 3,000 stock options were affected. Under the Merger Agreement, each outstanding and unexercised option was cancelled at the effective time in exchange for a cash payment equal to the excess, if any, of the $19.75 cash consideration over the option’s exercise price, multiplied by the number of shares subject to the option, net of withholding taxes.

Does the Form 4 indicate whether the PB Bankshares director still holds derivative securities after the merger?

The Form 4 shows stock options as a derivative security with transaction code D on January 5, 2026 and reports 0 derivative securities beneficially owned following the transaction, reflecting the options’ cancellation for cash under the merger terms.

Is the PB Bankshares (PBBK) director’s Form 4 transaction related to a pre-arranged Rule 10b5-1 trading plan?

The form includes a checkbox for transactions made under a plan intended to satisfy Rule 10b5-1(c) conditions, but the excerpt does not show this box as marked. The described transactions are tied to the Merger Agreement between PB Bankshares and Norwood Financial Corp.