Form 4: PB Bankshares Officer Disposes Shares Post-Merger

PB Bankshares Chief Info. & Oper. Officer Larry Witt disposed of common stock and stock options following the merger with Norwood Financial Corp.

Summary

• Larry Witt, Chief Info. & Oper. Officer of PB Bankshares, Inc. (PBBK), reported the disposition of securities on January 5, 2026.
• The transactions occurred pursuant to the Agreement and Plan of Merger, dated July 7, 2025, between Norwood Financial Corp., Wayne Bank, PB Bankshares, Inc., and Presence Bank.
• Witt disposed of a total of 13,063 shares of Common Stock, comprising 12,056 directly owned shares, 652 shares held by IRA, 264 shares by Rollover IRA, and 91 shares by Roth IRA.
• All unvested shares of 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.
• Witt also disposed of 19,023 stock options with an exercise price of $12.28.
• Each outstanding and unexercised option was cancelled in exchange for a cash amount equal to the product of (i) the excess of the Cash Consideration ($19.75) over the per share exercise price ($12.28), multiplied by (ii) the number of shares subject to the option, net of applicable withholding taxes.
• The merger consideration offered holders the election to receive either 0.7850 shares of Norwood common stock (Stock Consideration) or $19.75 in cash (Cash Consideration), subject to proration to ensure 80% of shares were converted into Stock Consideration.

Sentiment

Score: 5

Explanation: Neutral, as this is a mandatory reporting of a transaction following a merger, not an operational or financial performance update.

Future Outlook

This filing reports completed transactions and does not contain forward-looking statements or guidance.

Industry Context

This filing reflects the finalization of an acquisition within the banking sector, where PB Bankshares, Inc. was acquired by Norwood Financial Corp. Such transactions are common in the financial industry as institutions seek to expand market share or achieve economies of scale.

Stakeholder Impact

• Shareholders of PB Bankshares, including the reporting person, received merger consideration in the form of Norwood common stock or cash, as per the merger agreement.

Key Dates

Keywords

PB Bankshares, PBBK, Norwood Financial Corp, Merger, Form 4, Insider Transaction, Stock Disposition, Stock Options, Restricted Stock, Larry Witt, Chief Information Officer, Chief Operating Officer