Form 8-K - Current report

false0001879103CFSB Bancorp, Inc. /MA/00018791032024-11-212024-11-21

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 21, 2024

 

CFSB BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

 

United States of America	001-41220	87-4396534
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

 

15 Beach Street, Quincy, Massachusetts	02170
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share		CFSB		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

 

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Stockholders of CFSB Bancorp, Inc. (the “Company”) was held on November 21, 2024. The results of the vote on each matter submitted to a vote of stockholders are as follows:

 

1.

The following individuals were elected as directors of the Company for a three-year term or until his or her successor is duly elected and qualified, by the following vote:

 

		For		Withhold		Broker Non-Votes
Stephen D. Marini		4,515,756		205,344		1,010,920
James M. O'Leary, Jr.		4,513,421		207,679		1,010,920

 

 

2.

The appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 was ratified by the following vote:

 

For		Against		Abstentions
5,554,075		124,198		53,747

 

Item 7.01 Regulation FD Disclosure

The Company is furnishing the presentation materials presented at the Annual Meeting as Exhibit 99.1 to this report. The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Title
99.1		Slides used by the Company at the 2024 Annual Meeting of Shareholders
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CFSB BANCORP, INC.
DATE: November 22, 2024	By: /s/ Michael E. McFarland
	Michael E. McFarland
	President and Chief Financial Officer

 

 

 

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November 21, 2024 Annual Meeting Exhibit 99.1

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FORWARD-LOOKING STATEMENTS. This presentation contains certain “forward-looking statements” about CFSB Bancorp, Inc. (the “Company”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements relating to the Company’s plans, financial condition, results of operations, objectives and prospects. Forward-looking statements, which are based on various assumptions (some of which are beyond the Company’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology such as “believe,” “expect,” “estimate,” “anticipate,” “continue,” “plan,” “approximately,” “intend,” “objective,” “goal,” “project,” or other similar terms or variations on those terms, or the future or conditional verbs such as “will,” “may,” “should,” “could,” and “would.” Actual results could differ materially from those expressed or implied by such forward-looking statements as a result of, among other factors, changes in interest rates and real estate values; the effects of inflation; competition; weakness in general economic conditions on a national basis or in the local markets in which the Company operates, including worsening employment levels and labor shortages, a potential recession and supply chain disruptions; monetary and fiscal policies of the U.S. Government, including by the Federal Reserve Board; changes that adversely affect borrowers’ ability to repay the Company’s loans; changes in customer behavior due to changing political, business and economic conditions; our ability to access cost-effective funding; our ability to enter new markets successfully and capitalize on growth opportunities; changes in liquidity; changes in loan, delinquencies, defaults and charge-off rates; changes in the value of securities and other assets; adequacy of credit loss reserves or changes in methodology or assumptions in calculating the allowance for loan losses; changes in government regulation, legislation, or accounting policies; the risk that the Company may not be successful in the implementation of its business strategy; the risk of compromises or breaches of the company's security systems; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters, war, military conflict, terrorism, civil unrest, and future pandemics; our ability to attract and retain key employees; changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties. Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events. Company Disclosures

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Note; Represents GAAP level financial data Source: Company Documents and S&P Capital IQ Pro Financial Snapshot (As of September 30, 2024) Overview Total Assets $364M Total Equity $76M Loans / Deposits 62.4% Total Deposits $272M Total Loans $170M TCE / TA 20.9% Colonial Federal Savings Bank was established as a mutual bank on January 1, 1889 in Quincy, Massachusetts Operates three full-service offices and one limited-service office in Quincy, Holbrook and Weymouth, Massachusetts CFSB Bancorp, Inc. was established as the mid-tier holding company of Colonial Federal Savings Bank and is the majority-owned subsidiary of 15 Beach, MHC On January 1, 2022, CFSB Bancorp, Inc. began trading under the symbol “CFSB” “Returns on equity and assets in the first quarter of 2025 were significantly lower than our long-term performance, reflecting the ongoing challenges from the increase in short-term interest rates over the last twenty-four months and a historically long and deep inversion of the yield curve. We have seen the beginning of rate reductions from the Federal Reserve and look forward to a flat yield curve. As assets continue to reprice the challenges on competitive deposit rates should start to diminish as the market adjusts.” – Michael E. McFarland, President and CEO Branch Map MRQ ROAA (0.01%) MRQ ROAE (0.03%) Company Overview

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Note; Represents GAAP level financial data Source: S&P Cap IQ Pro Total Assets, Deposits and Loans

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Note: Loan composition reflects bank level call report company data; Yield on loans represent GAAP level data Source: S&P Capital IQ Pro 4Q’23 Yield: 3.76% $178M Total Loan Composition as of June 30, 2023 4Q’24 Yield: 4.01% $172M Total Loan Composition as of June 30, 2024 1Q’25 Yield: 4.16% $170M Total Loan Composition as of September 30, 2024 Colonial Federal Loan Composition

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Note; Represents GAAP level financial data Source: S&P Capital IQ Pro Net Interest Margin (%) Cost of Deposits (%) Yield on Loans (%) Yield and Cost Metrics

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Note; Represents GAAP level financial data Source: S&P Capital IQ Pro Loan Loss Reserves / Gross Loans NCO / Avg. Loans (%) NPAs / Assets (%) Asset Quality Metrics

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Note: Total repurchased amount as of November 8, 2024 Source: Company documents; Company fillings QUINCY, Mass., April 5, 2024 /PRNewswire/ -- CFSB Bancorp, Inc. (the "Company") (Nasdaq: CFSB), the holding company for Colonial Federal Savings Bank, announced it has adopted a program to repurchase up to 152,287 shares of its common stock, which is approximately 5% of its outstanding common stock (excluding shares held by 15 Beach, MHC). This is the Company's first stock repurchase program since completing its mutual holding company reorganization and related stock offering in January 2022. Shares may be repurchased in open market or private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. Share Repurchases to Date Press Release Repurchase amounts have been limited by trading volume, not related to price Stock Repurchase Summary

Document and Entity Information	Nov. 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2024
Entity Registrant Name	CFSB Bancorp, Inc. /MA/
Entity Incorporation, State or Country Code	X1
Securities Act File Number	001-41220
Entity Tax Identification Number	87-4396534
Entity Address, Address Line One	15 Beach Street
Entity Address, City or Town	Quincy
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02170
City Area Code	617
Local Phone Number	471-0750
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001879103
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	CFSB
Security Exchange Name	NASDAQ

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