Form 4: PB Bankshares Officer Reports Merger-Related Stock Changes

PB Bankshares Chief Banking Officer Douglas L. Byers reported the disposition of common stock and stock options following the merger with Norwood Financial Corp.

Summary

• Douglas L. Byers, Chief Banking Officer of PB Bankshares, Inc. (PBBK), reported changes in beneficial ownership due to a merger.
• The transactions occurred on January 5, 2026, following the Agreement and Plan of Merger dated July 7, 2025, between Norwood Financial Corp., Wayne Bank, PB Bankshares, Inc., and Presence Bank.
• Byers disposed of 19,842 shares of Common Stock held directly.
• Byers disposed of 8,100 shares of Common Stock held indirectly through an IRA.
• All outstanding shares of PB Bankshares Common Stock were 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 and 20% cash consideration.
• 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.
• Byers also disposed of 25,297 stock options with an exercise price of $12.28.
• Each outstanding and unexercised option was cancelled in exchange for a cash payment equal to the product of the excess of the cash consideration ($19.75) over the option's exercise price ($12.28), multiplied by the number of shares subject to the option, net of applicable withholding taxes.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed insider transaction following a merger, providing no new information to indicate a positive or negative sentiment beyond the merger itself.

Positives

• The completion of the merger provides liquidity or shares in the acquiring entity to former PB Bankshares shareholders and option holders.
• Unvested restricted stock automatically vested in full, allowing holders to receive merger consideration without further waiting periods.

Negatives

• PB Bankshares, Inc. ceased to exist as an independent entity, resulting in the disposition of all common stock and options by its officers.

Future Outlook

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

Industry Context

This transaction reflects ongoing consolidation within the regional banking sector, where smaller institutions are acquired by larger ones to achieve scale, expand market reach, or enhance operational efficiencies.

Stakeholder Impact

• Shareholders of PB Bankshares, Inc. received either cash or shares of Norwood Financial Corp. common stock as consideration for their holdings.
• Option holders of PB Bankshares, Inc. received cash payments for their cancelled options.

Key Dates

Keywords

PB Bankshares, Norwood Financial Corp, Merger, Form 4, Insider Transaction, Common Stock, Stock Options, Beneficial Ownership, PBBK