Form 4: Consumers Bancorp EVP & CFO Renee Wood Reports Significant Equity Transactions

Renee Wood, Executive Vice President and Chief Financial Officer of Consumers Bancorp Inc., reported the vesting of restricted stock units and the grant of new performance-based restricted stock units, increasing her beneficial ownership of common stock.

Summary

• Renee Wood, EVP & Chief Financial Officer of Consumers Bancorp Inc. (CBKM), reported changes in her beneficial ownership of company securities.
• On June 30, 2025, 481 shares of common stock were acquired through the settlement of restricted stock units (RSUs) on their scheduled vesting date.
• This acquisition included 443 restricted stock units and an additional 38 dividend equivalent units that vested.
• Following this transaction, beneficial ownership of common stock increased to 24,402.621 shares, which includes shares acquired through a dividend reinvestment plan.
• On July 8, 2025, Ms. Wood was granted 3,093 new performance-based Restricted Stock Units.
• These new RSUs are tied to the achievement of identified performance measures for fiscal year 2026, with subsequent time-based vesting in equal 25% installments on June 30, 2027, 2028, and 2029, contingent on continuous employment.
• The reported amount of 3,093 shares for the new RSU grant represents the maximum payable at maximum performance, with the potential for the Reporting Person to earn between 0% and 50% of this amount based on performance.
• An additional 443 restricted stock units from a prior award (granted October 27, 2022) and associated dividend equivalents are scheduled to vest on June 30, 2026, assuming continued employment.

Sentiment

Score: 7

Explanation: The document reports routine executive equity transactions, including vesting and new grants, which are generally positive as they align management interests with shareholders and incentivize future performance. There are no reported sales or negative events.

Positives

• The vesting of restricted stock units and the acquisition of common stock by a key executive demonstrates continued alignment of management interests with shareholder interests.
• The grant of new performance-based restricted stock units incentivizes the EVP & CFO to achieve future company performance targets for fiscal year 2026 and beyond.

Risks

• The new performance-based restricted stock units (3,093 shares) are subject to performance measures for fiscal year 2026, meaning the actual number of shares received could range from 0% to 50% of the reported maximum, depending on the level of performance achieved.

Future Outlook

The grant of new performance-based restricted stock units indicates a focus on achieving specific performance measures for fiscal year 2026, aligning executive incentives with future company success. Subsequent time-based vesting extends through June 2029, promoting long-term executive retention.

Management Comments

• Each restricted stock unit represents the right to receive one share of common stock at settlement.
• The reported amount for the new performance-based RSUs represents the maximum shares payable at maximum performance, with the actual amount potentially ranging from 0% to 50% based on performance achievement.
• The vesting of RSUs and dividend equivalent units is contingent on the Reporting Person remaining continuously employed on the vesting dates.

Industry Context

This filing reflects standard executive compensation practices within the financial services industry, where equity-based awards like Restricted Stock Units (RSUs) are commonly used to align executive incentives with long-term shareholder value and to retain key talent. Performance-based vesting is a prevalent mechanism to tie compensation directly to company performance metrics.

Related Party Transactions

• The reported transactions involve the grant and vesting of equity awards to Renee Wood, an executive officer of Consumers Bancorp Inc., which are standard compensation arrangements between the company and a related party.

Stakeholder Impact

• Shareholders: The transactions demonstrate management's continued equity ownership and alignment with shareholder interests, potentially signaling confidence in the company's future.
• Employees: The equity grants serve as a retention mechanism for key executive talent, contributing to leadership stability.

Next Steps

• Achievement of identified performance measures for fiscal year 2026 to determine the final number of shares for the new performance-based RSUs.
• Continued employment of the Reporting Person through June 30, 2026, for the vesting of additional restricted stock units.
• Continued employment of the Reporting Person through June 30, 2027, 2028, and 2029, for the time-based vesting of the new performance-based RSUs.

Key Dates

Keywords

SEC Form 4, Insider Trading, Executive Compensation, Restricted Stock Units, Performance-Based Vesting, Equity Grant, Beneficial Ownership, CBKM, Consumers Bancorp