Merger converts PB Bankshares (PBBK) director Carroll Joseph W stake
Rhea-AI Filing Summary
PB Bankshares, Inc. director Carroll Joseph W reported merger-related changes in his holdings on a Form 4 for January 5, 2026. He disposed of 50,795 shares of PB Bankshares common stock held directly, as well as indirect holdings of 10,000 shares by spouse, 1,000 shares by an IRA, and 1,000 shares by spouse's IRA, leaving him with no reported PB Bankshares shares after the transactions. In addition, 4,552 stock options were cancelled.
These changes occurred under a Merger Agreement among Norwood Financial Corp., Wayne Bank, PB Bankshares and Presence Bank. At the effective time of the merger, each PB Bankshares share was converted into the right to receive either 0.7850 Norwood common share or $19.75 in cash, with proration to ensure that 80% of PB Bankshares shares receive stock consideration. Unvested restricted stock vested and received the same merger consideration, and each outstanding option was cancelled for a cash payment based on the excess of the cash consideration over its exercise price.
Positive
- None.
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options | 0 | $0.00 | -- |
| Disposition | Common Stock | 50,795 | $0.00 | -- |
| Disposition | Common Stock | 10,000 | $0.00 | -- |
| Disposition | Common Stock | 1,000 | $0.00 | -- |
| Disposition | Common Stock | 1,000 | $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.
