Form 4: CFSB Director Sells Shares, Options Post-Merger

CFSB Bancorp Director Robert Guarnieri reported the disposition of common stock and stock options following the company's merger, receiving $14.25 per share in cash.

Summary

• Robert Guarnieri, a Director of CFSB Bancorp, Inc., reported transactions related to the company's merger with Hometown Financial Group.
• On October 31, 2025, Guarnieri disposed of 16,000 shares of common stock held directly and 2,500 shares held indirectly by his spouse.
• Each share of common stock was converted into the right to receive $14.25 in cash as part of the merger consideration, as per the Agreement and Plan of Merger dated May 20, 2025.
• All unvested shares of restricted stock automatically vested in full at the merger's effective time and were considered outstanding shares of common stock entitled to receive the $14.25 per share merger consideration, net of applicable withholding taxes.
• Guarnieri also disposed of 14,000 stock options with an exercise price of $9.09 per share.
• These options were cancelled in exchange for a cash payment equal to the product of (i) the excess of the $14.25 merger consideration over the $9.09 per share exercise price, multiplied by (ii) the number of shares subject to such option, net of applicable withholding taxes.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger for the reporting person, resulting in a cash payout for their equity holdings and options. This is a positive outcome for the individual, though it signifies the end of the independent entity.

Positives

• Director Robert Guarnieri realized cash proceeds from his common stock holdings and stock options due to the merger.
• Unvested restricted stock automatically vested, providing additional value to the director.
• The merger consideration of $14.25 per share represents a definitive cash payout for shareholders.

Negatives

• CFSB Bancorp, Inc. is being acquired, meaning its independent public trading status will cease.

Future Outlook

The filing does not contain forward-looking statements or guidance, as it reports a completed transaction related to a merger.

Industry Context

This filing reflects the finalization of an acquisition in the financial services sector, where CFSB Bancorp, Inc. is being absorbed by Hometown Financial Group. Such mergers are common in the banking industry, often driven by consolidation efforts to achieve economies of scale, expand market reach, or respond to competitive pressures. The cash payout for shares and options is a standard outcome for directors and shareholders in such transactions.

Comparison to Industry Standards

• The merger consideration of $14.25 per share and the treatment of stock options and restricted stock are consistent with typical merger agreements in the financial industry.
• The structure of the payout (cash for shares, cash for in-the-money options) aligns with standard practices for M&A transactions involving publicly traded financial institutions.

Related Party Transactions

• The disposition of securities by a director due to a merger is a transaction involving a related party (the director) and the company, executed under the terms of a broader merger agreement. This is a standard outcome of such corporate actions.

Stakeholder Impact

• Shareholders: Received $14.25 per share in cash for their common stock, concluding their investment in CFSB Bancorp, Inc.
• Directors/Officers: Realized cash value from their equity holdings and options as part of the merger.

Next Steps

• The filing does not detail future actions or milestones, as it reports a completed transaction.

Key Dates

Keywords

CFSB Bancorp, CFSB, Form 4, Insider Trading, Director Transactions, Merger, Acquisition, Hometown Financial Group, Stock Options, Common Stock, Robert Guarnieri, SEC Filing