Form 4: CFSB Bancorp VP Disposes All Holdings in Merger

CFSB Bancorp's VP of Retail Banking, Mary Kuropatkin, disposed of all her common stock and stock options following the company's merger agreement.

Summary

• Mary Kuropatkin, VP-Retail Banking of CFSB Bancorp, Inc. (CFSB), reported the disposition of all her beneficial ownership in the company on October 31, 2025.
• The transactions occurred as a direct result of the Agreement and Plan of Merger dated May 20, 2025, between CFSB Bancorp, Inc. and Hometown Financial Group, Inc.
• Each outstanding share of CFSB Common Stock was converted into the right to receive $14.25 in cash per share.
• Kuropatkin disposed of a total of 18,321 shares of Common Stock: 6,000 shares held directly, 2,381 shares held indirectly via an ESOP, and 9,940 shares held indirectly via a 401(k).
• All unvested restricted stock automatically vested in full at the effective time of the merger and were converted into cash.
• Kuropatkin also disposed of 14,000 stock options with an exercise price of $7.99 per share.
• These options were cancelled in exchange for a cash payment equal to the difference between the merger consideration ($14.25) and the exercise price ($7.99), multiplied by the number of shares, resulting in $6.26 per option.
• Following these transactions, Kuropatkin's beneficial ownership in CFSB Bancorp, Inc. is 0.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of an insider's disposition of all equity holdings in CFSB Bancorp, Inc. due to a merger, resulting in a cash payout for the reporting person. This is a positive outcome for the insider, but signifies the end of CFSB Bancorp as an independent entity.

Positives

• The reporting person received a cash payout for all her equity holdings, including common stock and stock options, due to the merger.
• Unvested restricted stock automatically vested in full at the effective time of the merger, ensuring the reporting person received full value for these holdings.
• In-the-money stock options were cancelled for cash, providing a direct financial benefit to the option holder.

Negatives

• CFSB Bancorp, Inc. ceased to exist as an independent publicly traded entity following the merger.
• Shareholders received a fixed cash amount, eliminating any potential for future capital appreciation from the company's independent operations.

Risks

• The filing does not detail ongoing risks for CFSB Bancorp, Inc. as it reports post-merger dispositions. The primary risk for investors in CFSB Bancorp, Inc. was the company's acquisition, which has now concluded.

Future Outlook

The filing primarily reports the final disposition of an insider's equity holdings due to a completed merger and does not provide forward-looking statements or guidance for CFSB Bancorp, Inc. as an independent entity. The future outlook for the acquired entity is now integrated within Hometown Financial Group.

Industry Context

This filing reflects a common outcome in the banking sector, where consolidation through mergers and acquisitions leads to the disposition of equity holdings by executives of the acquired entity. Such transactions are typical as companies seek economies of scale and strategic alignment in a competitive financial landscape.

Comparison to Industry Standards

• The cash consideration of $14.25 per share and the method of settling stock options for cash are standard practices in merger agreements within the financial services industry.
• The automatic vesting of unvested restricted stock upon the effective time of a merger is a common provision designed to ensure executive alignment and retention during the acquisition process.
• The cancellation of in-the-money options for a cash payout is a typical mechanism to provide liquidity to option holders in an acquisition scenario.

Management Changes

Stakeholder Impact

• Shareholders: Received a cash payment of $14.25 per share, concluding their investment in CFSB Bancorp, Inc.
• Employees (including the reporting person): Received cash for their equity holdings, and their employment status with the merged entity would be subject to the acquiring company's integration plans.

Next Steps

• The reporting person is no longer subject to Section 16 reporting requirements for CFSB Bancorp, Inc. as the company has been acquired.

Key Dates

Keywords

CFSB Bancorp, CFSB, Hometown Financial Group, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, Common Stock, Beneficial Ownership, Financial Services, Banking