Form 4: CFSB Director Sells All Shares Post-Merger

CFSB Bancorp, Inc. Director Tracy L Wilson disposed of all common stock and stock options following the company's merger agreement.

Summary

• Director Tracy L Wilson reported the disposition of all her beneficial ownership in CFSB Bancorp, Inc. on October 31, 2025.
• This includes 11,000 shares of common stock held directly, 100 shares held indirectly by a child, and 100 shares held indirectly by a spouse as custodian for a child.
• Additionally, 14,000 stock options with an exercise price of $9.09 were disposed of.
• These transactions occurred as a result of the Agreement and Plan of Merger dated May 20, 2025, with Hometown Financial Group, MHC and related entities.
• Each common stock share was converted into the right to receive $14.25 in cash without interest.
• All unvested restricted stock automatically vested in full at the Effective Time of the merger and were considered outstanding shares entitled to the merger consideration, net of applicable withholding taxes.
• Each outstanding and unexercised option was cancelled in exchange for cash equal to the product of (i) the excess of the merger consideration ($14.25) over the per share exercise price ($9.09), multiplied by (ii) the number of shares subject to such option, net of applicable withholding taxes.
• Following these transactions, Tracy L Wilson beneficially owns 0 shares of common stock and 0 derivative securities.

Sentiment

Score: 7

Explanation: The filing reports the successful cash-out of a director's holdings due to a merger, indicating a positive financial event for the individual and the completion of a strategic transaction for the company.

Positives

• Director Tracy L Wilson received cash for her shares and options as part of the merger, indicating a successful exit for her holdings.
• The merger consideration of $14.25 per share provided a positive return for option holders whose exercise price was below this value (e.g., $9.09).

Negatives

• The reporting person no longer holds any beneficial ownership in CFSB Bancorp, Inc. following the merger.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4, as it reports past transactions related to a completed merger.

Industry Context

This filing reflects the finalization of a merger transaction in the banking/financial services sector, where CFSB Bancorp, Inc. was acquired by Hometown Financial Group. Such mergers are common in the financial industry for consolidation, market expansion, or achieving economies of scale.

Comparison to Industry Standards

• The merger consideration of $14.25 per share for CFSB Bancorp, Inc. common stock can be compared to recent acquisition multiples (e.g., price-to-book, price-to-earnings) for similar-sized community banks in the New England region.
• For instance, recent bank mergers like the acquisition of Blue Hills Bancorp by Eastern Bankshares, Inc. or the acquisition of Meridian Bancorp by Independent Bank Corp. could provide benchmarks for valuation.
• The premium paid over the pre-announcement share price would be a key metric for comparison against industry standards for bank acquisitions.

Management Changes

Related Party Transactions

• Disposition of 100 shares of common stock held indirectly by a child of the reporting person as part of the merger agreement.
• Disposition of 100 shares of common stock held indirectly by a spouse as custodian for a child of the reporting person as part of the merger agreement.

Stakeholder Impact

• Shareholders: Received $14.25 per share in cash for their common stock.
• Director (Tracy L Wilson): Liquidated all holdings (common stock and options) for cash, ceasing to be a beneficial owner and likely no longer a director of the acquired entity.

Next Steps

• The reporting person is no longer subject to Section 16 obligations for CFSB Bancorp, Inc.

Key Dates

Keywords

CFSB Bancorp, CFSB, Tracy L Wilson, Form 4, Insider Transaction, Merger, Stock Options, Common Stock, Hometown Financial Group, Beneficial Ownership