Acquisition News: First Seacoast Holders Vote Aug. 27 on $17.25 Deal

Key takeaways

• Cambridge Financial Group, Inc. and its bank subsidiary, Cambridge Savings Bank, have agreed to buy First Seacoast Bancorp, Inc. of Dover, New Hampshire, for $17.25 in cash per share.
• First Seacoast stockholders meet on Thursday, August 27, 2026, to vote. Approval needs a majority of all outstanding shares, so a missed vote counts as a vote against.
• Four bank regulators still have to sign off, and either side can walk away if the deal has not closed by April 30, 2027.
• First Seacoast would owe a $3.5 million termination fee in certain circumstances.

Acquisition news: the terms stockholders are voting on

First Seacoast, the holding company for First Seacoast Bank, began mailing its definitive merger proxy on July 23. The document puts a vote on a deal that Cambridge Financial Group and First Seacoast signed on May 4, 2026. Under the agreement, First Seacoast merges into Cambridge, which survives. First Seacoast Bank then merges into Cambridge Savings Bank, which is the surviving bank.

Each First Seacoast share converts into $17.25 in cash, without interest. Holders will own nothing in the combined company, and the proxy says the cash is generally a taxable event.

Term	Detail
Buyer	Cambridge Financial Group, Inc. and Cambridge Savings Bank
Target	First Seacoast Bancorp, Inc. and First Seacoast Bank
Consideration	$17.25 per share in cash
Special meeting	August 27, 2026, 10:00 a.m., Dover, N.H.
Record date	July 10, 2026
Shares outstanding	4,692,591
Vote required	Majority of outstanding shares
Termination fee	$3.5 million, payable by First Seacoast in certain cases
Outside date	April 30, 2027

How the price compares

The proxy cites a $11.74 closing price on May 4, the last trading day before the agreement was announced. At $17.25, the cash price is about 47% above that level. By July 10, the record date, the stock had closed at $16.84, which leaves the offer about 2.4% above the market at that point. A narrow gap like that usually means the market expects the transaction to close.

Keefe, Bruyette & Woods, Inc. delivered a fairness opinion to the First Seacoast board dated May 4. The board approved the agreement unanimously and recommends a vote for the merger, for an advisory vote on merger-related executive compensation, and for an adjournment proposal if more time is needed to collect proxies.

Votes already committed

Directors and certain officers signed agreements to vote in favor of the merger. Together they hold 311,110 shares, about 6.6% of the shares outstanding. That is a small base against a majority-of-outstanding threshold, so turnout matters. Because abstentions and broker non-votes count against the merger proposal, the company is urging holders who use a broker to return voting instructions. The compensation vote is advisory and is not a closing condition.

Stockholders do not have appraisal rights in this transaction, according to the proxy. Those who sell after the record date keep the right to vote but forfeit the merger consideration.

What still has to happen

Closing depends on the stockholder vote and on approvals from bank regulators. The parties filed a merger application waiver request with the Federal Reserve Board and applications with the FDIC, the Massachusetts Division of Banks and the New Hampshire Banking Department, all on June 4, 2026. The proxy lists them as pending, and it does not give an expected closing date.

For anyone tracking regional bank consolidation, the structure is plain: all cash, a $3.5 million break fee, and a long outside date that leaves room for regulatory timing. The August 27 vote is the next fixed date. The results will be reported in a later SEC filing.