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Proposed Acquisition of PB Bankshares, Inc. | 9 Months Ended
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Sep. 30, 2025
Proposed Acquisition of PB Bankshares, Inc. [Abstract] |
Proposed Acquisition of PB Bankshares, Inc. | 13.Proposed Acquisition of PB Bankshares, Inc. On July 7, 2025, the Company and its wholly owned subsidiary, Wayne Bank, and PB Bankshares, Inc. (“PB Bankshares”), and its wholly owned subsidiary, Presence Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which PB Bankshares will merge with and into the Company, with the Company as the surviving corporation. Concurrent with the merger, it is expected that Presence Bank will merge with and into Wayne Bank. PB Bankshares’ common stock is traded on the Nasdaq Capital Market under the trading symbol PBBK. At June 30, 2025, PB Bankshares had total consolidated assets of $464.1 million, total deposits of $363.4 million and total stockholders’ equity of $50.3 million. Presence Bank is a stock savings bank organized under the laws of the Commonwealth of Pennsylvania and is subject to comprehensive regulation and examination by the FDIC and the Pennsylvania Department of Banking and Securities. Presence Bank operates from four offices and two loan production offices in Chester, Lancaster and Dauphin Counties, Pennsylvania. Presence Bank’s primary market area for deposits includes the communities in which it maintains banking office locations, while its primary lending market area is broader and includes customers in Lebanon, Dauphin and Cumberland Counties in Pennsylvania. Presence Bank is a community-oriented bank offering a variety of financial products and services to meet the needs of its customers. Pursuant to the terms of the Merger Agreement, shareholders of PB Bankshares will have the opportunity to elect to receive for each share of PB Bankshares common stock they own, either 0.7850 shares of the Company’s common stock or $19.75 in cash. All shareholder elections will be subject to the allocation and proration procedures set forth in the Merger Agreement which are intended to ensure that 80% of the shares of PB Bankshares will be exchanged for the Company’s common stock and 20% of the shares of PB Bankshares will be exchanged for cash. In the event of a greater than 20% decline in market value of the Company’s common stock and such decline is more than 20% of a decline in the market as measured by an index, PB Bankshares may, in certain circumstances, be able to terminate the Merger Agreement unless the Company increases the number of shares into which PB Bankshares common stock may be converted. The senior management of the Company and Wayne Bank will remain the same following the merger. Following completion of the merger, Janak M. Amin, President and CEO of PB Bankshares and Presence Bank, will be appointed as Chief Operating Officer of the Company and Wayne Bank. Concurrently with the entering into of the Merger Agreement, the Company entered into an employment agreement and a non-compete and non-solicitation agreement with Mr. Amin, such agreements to be effective upon completion of the Merger. Following completion of the Merger, Douglas L. Byers, Executive Vice President and Chief Banking Officer of PB Bankshares and Presence Bank, will be appointed Executive Vice President and Market President, Central Pennsylvania, of the Company and Wayne Bank, and Larry W. Witt, Executive Vice President and Chief Information Officer of PB Bankshares and Presence Bank, will be appointed Executive Vice President and Chief Information Officer, of the Company and Wayne Bank. Subsequent to the entering into of the Merger Agreement, the Company entered into employment agreements and non-compete and non-solicitation agreements with Messrs. Byers and Witt, such agreements to be effective upon completion of the Merger. On or immediately after the Effective Time of the Merger, the Company and Wayne Bank will appoint two former non-employee directors of Presence Bank to the boards of directors of the Company and Wayne Bank (the “Appointees”). One Appointee shall be appointed as a member of the class of the Company’s board of directors with a term expiring at the annual meeting in the calendar year two years after the Effective Time of the Merger and one with a term expiring in the calendar year three years after the Effective Time of the Merger. In addition, all non-employee directors serving on the Board of Directors of Bankshares as of the date of the Merger Agreement, who will not be selected to join the Boards of the Company and Wayne Bank, will be invited to join a newly-formed regional advisory board of Wayne Bank. The merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of PB Bankshares. The Company has filed all required applications with regulatory authorities for approval of the Merger and the applications are pending. The merger is expected to be completed in the fourth quarter of 2025 or in the first quarter of 2026.

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