Hometown Financial Group announced that it has entered into a merger agreement to acquire Primary Bank, a publicly traded commercial bank based in Bedford, New Hampshire. The transaction is valued at approximately $160 million and will expand Hometown’s presence in southern New Hampshire.
Hometown is the holding company for bankESB, bankHometown, and TruNorth Bank. The proposed acquisition also comes as Hometown continues its previously announced plan to merge its three banks and unite them under the TruNorth Bank name.
Under the terms of the merger agreement, Primary Bank shareholders will receive either $33 in cash or $31 in stock for each share of Primary Bank common stock. The stock will be issued by Hometown Financial Group, a newly formed Maryland corporation that will be the successor to Hometown.
The transaction is structured so that 50% of Primary Bank’s outstanding shares will be converted into cash consideration and 50% will be converted into stock consideration. The merger agreement has been unanimously approved by both companies’ boards of directors.
The acquisition will add about $743 million in assets and four New Hampshire locations to TruNorth Bank’s 55-branch network. At closing, Hometown will grow to 59 TruNorth Bank retail locations across Massachusetts, southern New Hampshire, and northeast Connecticut.
Primary Bank’s branches in Bedford, Derry, Manchester, and Nashua will operate under the TruNorth Bank name. Hometown said customers of both banks will benefit from broader banking services, digital solutions, a larger branch and ATM network, and expanded lending capabilities.
Primary Bank customers will also gain access to residential mortgage products and services offered through Hometown Mortgage. That affiliate is expected to be renamed TruNorth Mortgage when Hometown’s banks merge, which is currently scheduled to occur in August, subject to regulatory approvals.
The Primary Bank transaction marks Hometown Financial Group’s ninth strategic merger in the last 10 years. Hometown said the transaction supports its strategy to grow with purpose while strengthening its presence in southern New Hampshire.
Separately, Hometown Financial Group MHC’s Board of Trustees unanimously adopted a Plan of Conversion to reorganize from a mutual holding company structure to a stock holding company structure. As part of the conversion, Hometown MHC and Hometown will cease to exist, and TruNorth Bank will become a wholly owned subsidiary of the newly formed Maryland corporation.
The new company will offer shares of common stock to TruNorth Bank depositors and certain insiders through a subscription offering. If needed, the offering may also include a community offering, syndicated community offering, or firm commitment underwritten offering.
Eligible account holders of TruNorth Bank as of the close of business on June 30, 2025, will have first-priority non-transferable subscription rights. Depositors of Primary Bank will not receive priority subscription rights in the subscription offering.
The total number of shares to be issued in the stock offering will be based on the aggregate pro forma market value of the company’s common stock as determined by an independent appraisal. As part of the conversion, Hometown will also establish a new charitable foundation funded with shares equal to 4% of the shares sold in the stock offering.
The merger and conversion are expected to be completed concurrently in the first quarter of 2027. The merger remains subject to regulatory approval and Primary Bank stockholder approval, while the conversion remains subject to regulatory approvals and approval by Hometown MHC’s corporators.
Luse Gorman served as legal counsel to Hometown Financial Group for the merger, and Keefe, Bruyette & Woods acted as financial adviser. Gallagher, Callahan & Gartrell served as legal counsel to Primary Bank, and Brean Capital acted as financial adviser.
Hometown Financial Group is a $6.9 billion multibank mutual holding company headquartered in Easthampton, Massachusetts. Primary Bank was established in 2015 and provides financial services for businesses and individuals across southern New Hampshire.
KEY QUOTES:
“We’re thrilled to welcome Primary Bank’s customers, employees, and communities to Hometown Financial Group and TruNorth Bank. This merger is another important step in our strategy to grow with purpose. It increases our presence in southern New Hampshire, and we’re eager to build on the outstanding success of Primary Bank by adding our strength, resources, and community banking commitment to its employees and customers.”
“As consolidation in the banking industry continues, this partnership allows our organizations to build on their shared track record of prioritizing customer needs and helping local businesses take hold, grow, and prosper. Together, we can offer customers the best of both banking worlds: a community bank deeply rooted in the neighborhoods we call home and an institution with the size and scale to deliver a full array of innovative products, services, and technology.”
Matthew S. Sosik, CEO and Chairman of Hometown Financial Group and the to-be-unified TruNorth Bank
“Expanding our community presence while delivering superior customer service is what TruNorth Bank is all about. The merger with Primary Bank allows us to continue doing just that. Together, we will be better positioned to compete, innovate, and grow—and to help Primary Bank’s business customers in New Hampshire do the same.”
Michael R. Wheeler, Current President and CEO of TruNorth Bank
“We are so pleased to be joining Hometown Financial Group and TruNorth Bank and are truly excited about what’s ahead for our employees, customers, and communities in the Granite State. Primary Bank has achieved tremendous success since opening as a de novo bank, and this partnership represents the next logical step in ensuring our long-term success while continuing to meet customers’ evolving needs. Primary Bank’s Board of Directors knew that this day would come and one of the most important decisions was making sure that our merger partner would have the same vision, mission, and culture; we could not have picked a better partner than Hometown Financial.”
William Greiner, Chairman of Primary Bank
“The talent, leadership and deep market expertise being brought together will allow for our core mission to continue serving New Hampshire. We could not have asked for a better partner that shares the same community values and commitment to excellence. We are thrilled to become a part of Hometown Financial Group.”
Crystal A. Dionne, President and CEO of Primary Bank
