4//SEC Filing
Constable Larry J 4
Accession 0001437749-26-000525
CIK 0001849670other
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 1:42 PM ET
Size
9.4 KB
Accession
0001437749-26-000525
Insider Transaction Report
Form 4
Constable Larry J
Director
Transactions
- Disposition to Issuer
Common Stock
2026-01-05−7,500→ 0 total - Disposition to Issuer
Common Stock
2026-01-05−10,000→ 0 total(indirect: By Company) - Disposition to Issuer
Stock Options
2026-01-05→ 0 totalExercise: $12.28From: 2023-11-14Exp: 2032-11-14→ Common Stock (3,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 7, 2025, by and among Norwood Financial Corp. ("Norwood"), Wayne Bank, the Issuer, and Presence Bank (the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of Common Stock of the Issuer was converted into the right to receive, at the election of the holder, either (i) 0.7850 shares of Norwood common stock (the "Stock Consideration") or (ii) $19.75 in cash (the "Cash Consideration"), subject to proration procedures to ensure that 80% of the shares of the Issuer common stock are converted into the Stock Consideration (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, all unvested shares of restricted stock automatically vested in full at the Effective Time, and were considered outstanding shares of common stock entitled to receive the Merger Consideration, net of all applicable withholding taxes.
- [F3]Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Cash Consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of Common Stock then subject to such option, net of all applicable withholding taxes.
Documents
Issuer
PB Bankshares, Inc.
CIK 0001849670
Entity typeother
Related Parties
1- filerCIK 0001871136
Filing Metadata
- Form type
- 4
- Filed
- Jan 5, 7:00 PM ET
- Accepted
- Jan 6, 1:42 PM ET
- Size
- 9.4 KB