PB Bankshares (NASDAQ: PBBK) director stock, options cashed out

Rhea-AI Filing Summary

PB Bankshares, Inc. director John V. Pinno III reported changes in his holdings tied to the company’s merger with Norwood Financial Corp. Under a Merger Agreement dated July 7, 2025, each PB Bankshares common share was converted at the merger’s effective time 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 so that 80% of PB Bankshares shares receive stock consideration.

The filing shows a disposition of 9,500 shares of PB Bankshares common stock, leaving the director with no PB Bankshares common shares after the transaction. In addition, stock options covering 3,000 shares with a per share exercise price of $12.28 were cancelled in exchange for a cash payment calculated using the $19.75 cash consideration formula, net of applicable withholding taxes, resulting in no remaining PB Bankshares stock options.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pinno John V III

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options	0	$0.00	--
Disposition	Common Stock	9,500	$0.00	--

Holdings After Transaction: Stock Options — 0 shares (Direct); Common Stock — 0 shares (Direct)

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, 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. 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
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^*

Pinno John V III

(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		9,500(2)	D	(1)	0	D

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, 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.

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.
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.

FAQ

What does this Form 4 filing for PB Bankshares (PBBK) report?

The Form 4 reports that director John V. Pinno III disposed of his PB Bankshares, Inc. common stock and had his stock options cancelled in connection with the merger governed by the July 7, 2025 Merger Agreement with Norwood Financial Corp. and related parties.

How many PB Bankshares (PBBK) shares did the director dispose of?

The filing shows a disposition of 9,500 shares of PB Bankshares common stock on 01/05/2026, leaving the reporting person with zero PB Bankshares common shares after the transaction.

What were the merger terms affecting PB Bankshares (PBBK) shareholders?

At the merger’s effective time, each 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, with proration procedures intended to ensure that 80% of PB Bankshares shares receive stock consideration.

What happened to the PB Bankshares (PBBK) stock options held by the director?

Stock options covering 3,000 shares of PB Bankshares common stock with a per share exercise price of $12.28 were cancelled at the effective time of the merger. In exchange, the holder became entitled to a cash amount based on the excess, if any, of the $19.75 cash consideration over the exercise price, multiplied by the number of option shares, net of withholding taxes.

Does the director still own any PB Bankshares (PBBK) securities after this Form 4?

Following the reported transactions, the Form 4 shows that the reporting person holds 0 shares of PB Bankshares common stock and 0 stock options on PB Bankshares common stock.

What is the reporting person’s role at PB Bankshares (PBBK)?

The reporting person, John V. Pinno III, is identified in the filing as a director of PB Bankshares, Inc.

Was this PB Bankshares (PBBK) insider transaction related to the Norwood merger?

Yes. The explanatory footnotes state that the share conversion and the cancellation of outstanding and unexercised options occurred pursuant to the Merger Agreement among Norwood Financial Corp., Wayne Bank, PB Bankshares, Inc., and Presence Bank.