Form 4: CFSB Bancorp Insider Disposes Shares Post-Merger

A VP at CFSB Bancorp, William R. Esselystyn, disposed of all his beneficial holdings, including common stock and stock options, following the company's merger.

Summary

• William R. Esselystyn, VP-Information Systems of CFSB Bancorp, Inc. (CFSB), reported the disposition of all his beneficial holdings on October 31, 2025.
• The transactions occurred pursuant to the Agreement and Plan of Merger dated May 20, 2025, between CFSB Bancorp, Inc. and Hometown Financial Group.
• Each outstanding share of CFSB common stock was converted into the right to receive cash in the amount of $14.25 per share.
• 6,000 unvested shares of restricted stock automatically vested in full at the merger's effective time and were converted into cash at $14.25 per share, net of withholding taxes.
• 14,000 outstanding and unexercised stock options, with an exercise price of $7.99, were cancelled in exchange for cash equal to the product of ($14.25 $7.99) multiplied by the number of shares, net of withholding taxes.
• Indirect holdings, including 2,351 shares via ESOP, 11,940 shares via 401(k), 350 shares by spouse, and 200 shares by child, were also disposed of/converted as part of the merger.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, resulting in a definitive cash payout for shareholders and option holders of CFSB Bancorp, Inc. This indicates a positive and certain outcome for the company's equity, although it signifies the end of its independent operation.

Positives

• The merger of CFSB Bancorp, Inc. with Hometown Financial Group was successfully completed, providing a definitive cash payout to shareholders and option holders.
• Shareholders received a cash consideration of $14.25 per share for their common stock.
• Unvested restricted stock automatically vested and was converted to cash, ensuring full value realization for the holder.

Negatives

• CFSB Bancorp, Inc. has ceased to exist as an independent publicly traded entity following its acquisition by Hometown Financial Group.

Future Outlook

CFSB Bancorp, Inc. has been acquired by Hometown Financial Group, and its independent future outlook is now integrated into the acquiring entity. This filing does not provide forward-looking statements for CFSB as a standalone company.

Industry Context

This filing reflects a common trend of consolidation within the banking sector, where smaller institutions are acquired by larger financial groups. Such mergers are often driven by the pursuit of economies of scale, increased market share, and the ability to better manage regulatory compliance costs.

Comparison to Industry Standards

• The cash-for-stock merger consideration and the cancellation of in-the-money stock options for a cash payout are standard practices in financial industry mergers and acquisitions.
• Without specific details on the acquiring company's financials or other comparable bank merger valuations, a direct assessment against global benchmarks for the merger premium is not possible from this Form 4 alone.

Related Party Transactions

• Indirect beneficial ownership by spouse (350 shares) and child (200 shares) were disposed of as part of the merger, consistent with the terms for all other common stock.

Stakeholder Impact

• Shareholders: Received $14.25 per share in cash for their common stock holdings.
• Option Holders: Received cash for their in-the-money stock options, based on the difference between the merger consideration and the exercise price.
• Employees (including the reporting person): Their equity holdings in CFSB Bancorp, Inc. were converted to cash. The filing does not detail the impact on their employment status within the combined entity.

Next Steps

• For the reporting person, all beneficial ownership in CFSB Bancorp, Inc. has been liquidated due to the merger, so no further actions are required regarding these specific holdings.
• CFSB Bancorp, Inc. is now part of Hometown Financial Group, and its operations and strategic direction will be integrated into the acquiring entity.

Key Dates

Keywords

CFSB Bancorp, CFSB, Merger, Acquisition, Hometown Financial Group, Form 4, Insider Transaction, Stock Disposition, Stock Options, Restricted Stock, Beneficial Ownership