Alert – New Disclosure Rules and Timing Considerations for Grants of Stock Option and Similar Awards

February 27, 2024

To our clients and friends:

Item 402(x) of Regulation S-K, promulgated as part of the SEC’s final rule on insider trading arrangements, is effective today. Item 402(x) will require additional narrative disclosure of internal policies and practices governing the timing of stock option grants, as well additional tabular disclosure if stock option grants are made in proximity to the release of material nonpublic information.

Our Alert regarding the requirements and certain changes issuers should consider is available here.

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Luse Gorman is Legal Counsel to Hometown Financial Group in its Proposed Acquisition of North Shore Bancorp

February 20, 2024

On February 15, 2024, Hometown Financial Group, Inc., the holding company for bankESB, bankHometown, and Abington Bank, and North Shore Bancorp, the holding company for North Shore Bank, announced their agreement for North Shore Bank to become a wholly-owned subsidiary of Hometown Financial Group and merge with Abington Bank, with North Shore Bank as the surviving entity.

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Alert – OCC Bank Merger Policy

February 9, 2024

To our clients and friends:

On January 29, the OCC proposed a rule to amend its procedures for evaluating bank mergers and to incorporate a policy statement summarizing the principles the agency will use when it reviews proposed bank mergers going forward. Out Client Alert describes the most relevant procedural changes and significant aspects of the new policy statement, and includes key takeaways that will be important for banks considering future merger and acquisition activity. Our Alert regarding the OCC’s proposed changes to its bank merger review process is available here.

Luse Gorman has acted as counsel on more than 100 bank M&A transactions during the past five years and more bank M&A transactions than any other law firm in the nation over the past 20 years. Luse Gorman regularly works with federal and state banking agencies to seek regulatory approval for business transactions, including mergers and acquisitions, and routinely handles complex and novel legal questions on behalf of its clients as they arise. To learn more about our firm and services, please visit our website.

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Luse Gorman is Legal Counsel to Empeople Credit Union in its Proposed Acquisition of TSB Bank

February 8, 2024

On February 7, 2024, Empeople Credit Union, Moline, Illinois, announced that it had entered into a purchase and assumption agreement with TSB Bank, Lomira, Wisconsin. Pursuant to the agreement, Empeople Credit Union will purchase substantially all assets and assume substantially all liabilities of TSB Bank. Following the completion of the transaction, TSB Bank will dissolve and liquidate, and all remaining assets will be distributed to the shareholders of TSB Bank. The combined institution will have approximately $2.2 billion in assets.

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Luse Gorman Served as Legal Counsel to Oconee Federal Savings and Loan Association in its Acquisition of Mutual Savings Bank

February 6, 2024

On January 31, 2024, Oconee Federal Savings and Loan Association (“Oconee Federal”), Seneca, South Carolina, completed its acquisition of Mutual Savings Bank, Hartsville, South Carolina. In addition, Oconee Federal’s holding company, Oconee Federal Financial Corp., issued $3.2 million of stock to its mutual holding company parent, Oconee Federal, MHC, as consideration for the transaction based upon an appraised value of Mutual Savings Bank.

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