Form 4: PB Bankshares Director Exits All Holdings Post-Merger

Jane B. Tompkins, a director of PB Bankshares, Inc., disposed of all her common stock and stock options following the company's merger with Norwood Financial Corp.

Summary

• Jane B. Tompkins, a director of PB Bankshares, Inc. (PBBK), reported the disposition of all her beneficial ownership in the company's securities.
• The transactions occurred on January 5, 2026, pursuant to the Agreement and Plan of Merger dated July 7, 2025, between Norwood Financial Corp., Wayne Bank, PB Bankshares, Inc., and Presence Bank.
• 7,910 shares of Common Stock were disposed of, resulting in zero shares beneficially owned directly by Ms. Tompkins.
• All unvested restricted stock automatically vested in full at the effective time of the merger and were converted into merger consideration.
• 5,590 Stock Options with an exercise price of $12.28 were disposed of, resulting in zero options beneficially owned directly by Ms. Tompkins.
• Each outstanding and unexercised option was cancelled in exchange for a cash payment equal to the excess of the Cash Consideration ($19.75) over the option's exercise price, multiplied by the number of shares subject to the option.
• Shareholders of PB Bankshares, Inc. common stock had the right to elect to receive either 0.7850 shares of Norwood common stock (Stock Consideration) or $19.75 in cash (Cash Consideration), subject to proration ensuring 80% stock consideration.

Sentiment

Score: 5

Explanation: The filing is a factual report of a director's disposition of securities following a merger, providing no direct positive or negative sentiment regarding company performance or future prospects.

Positives

• All unvested restricted stock held by the reporting person automatically vested in full at the effective time of the merger.
• The reporting person received merger consideration for common stock and a cash payment for stock options, providing liquidity and value realization from her holdings.

Negatives

• The reporting person no longer holds any direct beneficial ownership in PB Bankshares, Inc. following the merger, indicating a complete exit from equity exposure to the company.

Future Outlook

This Form 4 filing reports past transactions related to a completed merger and does not contain any forward-looking statements or guidance regarding future company performance or strategy.

Industry Context

This transaction reflects the ongoing consolidation trend within the regional banking sector, where smaller institutions like PB Bankshares are acquired by larger entities such as Norwood Financial Corp. to achieve scale, expand market reach, and potentially realize cost synergies.

Stakeholder Impact

• Shareholders of PB Bankshares, Inc. received merger consideration (cash or Norwood stock) for their shares, as detailed in the merger agreement.
• The reporting person, as a director, has fully divested her equity interest in PB Bankshares, Inc. due to the merger.

Key Dates

Keywords

PB Bankshares, PBBK, Norwood Financial Corp, Merger, Acquisition, Form 4, Insider Transaction, Director, Stock Options, Common Stock, Corporate Action