Form 4: PB Bankshares Director Reports Merger-Related Share Disposition

PB Bankshares Director Spencer J. Andress reported the disposition of common stock and stock options following the merger with Norwood Financial Corp.

Summary

• Director Spencer J. Andress reported the disposition of 12,500 shares of PB Bankshares, Inc. common stock held directly and 10,000 shares held indirectly.
• Additionally, 3,000 stock options with an exercise price of $12.28 were disposed of.
• These 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.
• Under the merger agreement, each outstanding share of PB Bankshares common stock was converted into the right to receive either 0.7850 shares of Norwood common stock or $19.75 in cash, subject to proration ensuring 80% stock consideration.
• All unvested restricted stock automatically vested in full at the effective time of the merger and were converted into the merger consideration, net of applicable withholding taxes.
• Outstanding and unexercised stock options were cancelled in exchange for a cash amount equal to the product of (i) the excess of the cash consideration ($19.75) over the option's exercise price, multiplied by (ii) the number of shares subject to the option, net of applicable withholding taxes.

Sentiment

Score: 5

Explanation: The filing is a mandatory report of a completed corporate action (merger) and does not contain forward-looking performance or operational updates that would typically influence sentiment positively or negatively. It is a factual disclosure of an insider's transaction resulting from a pre-announced event.

Positives

• The completion of the merger provides liquidity and consideration to PB Bankshares, Inc. shareholders.
• Unvested restricted stock held by the director automatically vested, allowing full participation in the merger consideration.

Negatives

• PB Bankshares, Inc. ceases to exist as an independent publicly traded entity following the merger.

Future Outlook

PB Bankshares, Inc. has been acquired by Norwood Financial Corp., and its independent operations have ceased. The future outlook for former PB Bankshares shareholders is now tied to Norwood Financial Corp.'s performance or the cash received.

Industry Context

This filing reflects a completed merger within the regional banking sector, a trend driven by consolidation pressures, economies of scale, and the pursuit of enhanced market share and operational efficiencies. Such mergers are common as smaller banks seek to compete more effectively or are acquired by larger institutions.

Management Changes

Stakeholder Impact

• Shareholders of PB Bankshares, Inc. received merger consideration (stock or cash) for their shares.
• Employees of PB Bankshares, Inc. would be integrated into Norwood Financial Corp., potentially impacting roles and organizational structure.

Next Steps

• Former shareholders of PB Bankshares, Inc. will receive either Norwood Financial Corp. common stock or cash consideration as per the merger agreement.

Key Dates

Keywords

PB Bankshares, PBBK, Norwood Financial Corp, Merger, Acquisition, Form 4, Insider Trading, Stock Disposition, Stock Options, Corporate Action, Banking Sector