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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):   April 5, 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: (617) 471-0750

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 ☒

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 8.01 Other Events

On April 5, 2024, CFSB Bancorp, Inc., the holding company for Colonial Federal Savings Bank, issued a press release announcing that it has adopted a program to repurchase up to 152,287 shares of its common stock, which equals 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 initial stock offering in January 2022.

Repurchases are expected to commence after the Company publicly releases its results of operations for the quarter ended March 31, 2024.  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.

For additional information, reference is made to the Company’s press release dated April 5, 2024, which is attached hereto as an exhibit and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)
Financial Statements of Businesses Acquired.  Not applicable.

(b)
Pro Forma Financial Information.  Not applicable.

(c)
Shell Company Transactions.  Not applicable.

(d)
Exhibits.


Exhibit No. Description


99.1


104
Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).


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:  April 5, 2024
By:  
 /s/ Susan Shea
   
Susan Shea
   
Treasurer and Chief Operating Officer


EX-99.1 2 ex99-1_8k040524.htm PRESS RELEASE DATED APRIL 5, 2024.
EXHIBIT 99.1



CFSB BANCORP, INC.
ANNOUNCES ADOPTION OF REPURCHASE PROGRAM

QUINCY, MASSACHUSETTS, APRIL 5, 2024 – 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.

Repurchases are expected to commence after the Company publicly releases its results of operations for the period ended March 31, 2024.  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.

The timing and amount of any repurchases will depend on a number of factors, including the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.  Open market purchases will be made in accordance with Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.  The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.

About CFSB Bancorp, Inc. and Colonial Federal Savings Bank

CFSB Bancorp, Inc. is the stock holding company for Colonial Federal Savings Bank as a result of the completion of the reorganization of Colonial Federal Savings Bank into the mutual holding company structure and related stock offering. Colonial Federal Savings Bank was founded in 1889 and currently operates three full-service banking offices and one limited-service banking office in Norfolk County, Massachusetts.

Forward-Looking Statements

This press release contains certain forward-looking statements about the Company and Colonial Federal Savings Bank.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  Forward-looking statements, by their nature, are subject to risks and uncertainties.  The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: increased competitive pressures; changes in the interest rate environment; general economic conditions or conditions within the securities markets; changes in demand for our products and services; the effects of the COVID-19 pandemic or the government actions taken in response thereto; and legislative, accounting and regulatory changes that could adversely affect the Company’s financial condition and results of operations and the business in which the Company and the Bank are engaged.  Additional factors that could cause


actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov).

Accordingly, you should not place undue reliance on forward-looking statements. CFSB Bancorp, Inc. undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

Contact:
Michael E. McFarland
President and Chief Executive Officer
Colonial Federal Savings Bank
(617) 471-0750