PB Bankshares (PBBK) director reports share and option cash-out in merger

Rhea-AI Filing Summary

PB Bankshares director Thomas R. Greenfield reported the disposition of 17,500 shares of common stock on January 5, 2026, in connection with the company’s merger. Following this transaction, he reported owning zero PB Bankshares shares directly. The filing indicates that each issued and outstanding PB Bankshares share was converted at the merger’s effective time into the right to receive either 0.7850 shares of Norwood Financial Corp. common stock or $19.75 in cash, subject to proration so that 80% of PB Bankshares shares receive stock consideration.

The Form 4 also shows that stock options with an exercise price of $12.28 covering 3,000 PB Bankshares shares were cancelled on January 5, 2026. Under the merger agreement, each outstanding unexercised option was exchanged for a cash payment based on the excess, if any, of the $19.75 cash consideration over the option exercise price, multiplied by the number of underlying shares, after applicable tax withholding. Unvested restricted stock fully vested at the effective time and was treated as outstanding common stock entitled to the same merger consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Greenfield Thomas R

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options	0	$0.00	--
Disposition	Common Stock	17,500	$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, 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

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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^*

Greenfield Thomas R

(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		17,500(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, 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.
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FAQ

What does the latest Form 4 for PB Bankshares (PBBK) report?

The Form 4 reports that director Thomas R. Greenfield disposed of 17,500 shares of PB Bankshares common stock on January 5, 2026 in connection with the company’s merger, leaving him with no directly owned shares reported afterward.

How many PB Bankshares (PBBK) shares did Thomas R. Greenfield dispose of?

Thomas R. Greenfield reported the disposition of 17,500 shares of PB Bankshares common stock on January 5, 2026, with zero shares beneficially owned directly following the transaction.

What were PB Bankshares shareholders entitled to receive in the Norwood merger?

At the effective time of the merger, each issued and outstanding PB Bankshares share was converted into the right to receive either 0.7850 shares of Norwood Financial Corp. common stock or $19.75 in cash, subject to proration designed so that 80% of PB Bankshares shares receive stock consideration.

What happened to Thomas R. Greenfield’s PB Bankshares stock options?

The filing shows stock options with a $12.28 exercise price on 3,000 PB Bankshares shares were reported with transaction code D on January 5, 2026. Under the merger agreement, each outstanding unexercised option was cancelled for a cash payment equal to the excess, if any, of the $19.75 cash consideration over the option exercise price, multiplied by the number of underlying shares, less applicable withholding taxes.

How were unvested restricted PB Bankshares shares treated in the merger?

According to the explanation of responses, all unvested restricted stock automatically vested in full at the merger’s effective time and was treated as outstanding common stock entitled to receive the same merger consideration, net of applicable withholding taxes.

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

The Form 4 reports that, after the January 5, 2026 transactions, zero shares of PB Bankshares common stock and zero derivative securities were beneficially owned directly by Thomas R. Greenfield.