M&A - PB Bankshares, Inc.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000184967025000023

Filing Summary: On July 7, 2025, PB Bankshares, Inc. (PBB) entered into a Merger Agreement with Norwood Financial Corp, wherein PBB will merge with Norwood, and its subsidiary, Presence Bank, will merge with Wayne Bank. Each share of PBB’s common stock will be converted into either 0.7850 shares of Norwood stock or $19.75 in cash, with a proration to ensure 80% of the transaction consideration is in Norwood stock. The total value of the transaction is approximately $54.9 million based on Norwood's closing stock price. The agreement anticipates closure in late 2025 or early 2026 and includes termination rights, conditions for completion, and voting agreements from directors representing 14.1% of PBB's shares. PBB's CEO will become COO at Norwood and they will provide supplemental information to customers regarding the merger.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000184967025000021

Filing Summary: On July 7, 2025, PB Bankshares, Inc. (PBB) entered into a Merger Agreement with Norwood Financial Corp. The merger will involve PBB merging into Norwood, with Norwood as the surviving entity, while PBB's wholly-owned subsidiary, Presence Bank, will merge into Wayne Bank, a wholly-owned subsidiary of Norwood. The anticipated closing for the merger is set for the fourth quarter of 2025 or early 2026. Under the terms of the Agreement, each share of PBB common stock will be converted into either 0.7850 shares of Norwood common stock or $19.75 in cash, with the expectation that 80% of the transaction consideration will be in stock. With a current aggregate value of approximately $54.9 million, the stock consideration is expected to be tax-free for PBB shareholders. PBB's CEO, Janak M. Amin, will join Norwood as Executive Vice President and COO following the merger, and two former directors from PBB are expected to be appointed to Norwood's board.