PBFS 8-K
Pioneer Bancorp, Inc./MD (PBFS)
8-K
2024-05-21
For: 2024-05-21
View Original
Added on
April 10, 2026
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): May 21, 2024
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (518 ) 730-3025
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 May 21, 2024, Pioneer Bancorp, Inc. (the “Company”) announced it has adopted a stock repurchase program. Under the
repurchase program, the Company may repurchase up to 1,298,883 shares of its common stock, or approximately 5.0% of the current outstanding shares.
Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading
plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission (the “SEC”). The repurchase program has no expiration date.
Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both
the Company and its stockholders, subject to 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 subject to the
limitations set forth in Rule 10b-18 of the SEC and other applicable legal requirements.
The timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by
the Company at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing
and amount of share repurchases. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.
A copy of the press release announcing the stock repurchase program is included as exhibit 99.1 to this report and is
incorporated herein by reference.
In addition, on May 21, 2024, the Compensation Committee of the Board of Directors of the Company has approved
restricted stock and stock option grants to officers, employees and directors of the Company, pursuant to the Pioneer Bancorp, Inc. 2020 Equity Incentive Plan (the “Plan”). The Plan was approved previously by the Company’s stockholders. An
aggregate of 830,000 stock options and 390,000 shares of restricted stock were granted. The grants vest 20% each year over a five-year period with vesting occurring on each anniversary of the date of grant.
Item 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (formatted as inline XBRL).
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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.
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PIONEER BANCORP, INC.
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DATE: May 21, 2024
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By:
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/s/ Thomas L. Amell |
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Thomas L. Amell
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President and Chief Executive Officer
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EXHIBIT 99.1
 652 Albany Shaker Road, Albany, NY 12211
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News Release
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FOR IMMEDIATE RELEASE:
PIONEER BANCORP, INC.
ANNOUNCES ADOPTION OF STOCK REPURCHASE PROGRAM
Albany, N.Y. – May 21, 2024 – Pioneer Bancorp, Inc. (“Pioneer”) (NASDAQ: PBFS), a leading financial institution in New York’s Capital
Region, today announced that it has adopted a stock repurchase program for up to approximately 5% of its outstanding common stock, or 1,298,883 shares of its common stock. This is Pioneer’s first stock repurchase program since completing its mutual holding company reorganization and related stock offering.
Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance
with Rule 10b5-1 of the Securities and Exchange Commission (the “SEC”). The repurchase program has no expiration date.
Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both Pioneer and its
stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and Pioneer’s financial performance. Open market purchases will be subject to the limitations set forth in
Rule 10b-18 of the SEC and other applicable legal requirements.
The timing and amount of share repurchases under this authorization may be suspended, terminated or modified by Pioneer at any time for any reason,
including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. Pioneer
is not obligated to repurchase any particular number of shares or any shares in any specific time period.
About Pioneer
Pioneer Bancorp, Inc. (NASDAQ: PBFS), is a bank holding company whose wholly owned subsidiary is Pioneer Bank, National Association
(“Pioneer Bank”). Pioneer provides diversified financial services through Pioneer Bank and its subsidiaries, with 23 offices in the Capital Region of New York State, and offers a broad array of deposit, lending, and other financial services to
individuals, businesses, and municipalities. Pioneer Bank is a national bank whose wholly owned subsidiaries are Pioneer Commercial Bank, Pioneer Insurance Agency, Inc. and Pioneer Financial Services, Inc. For more information on Pioneer, please
visit www.pioneerny.com.
Cautionary Statement Concerning Forward-Looking Statements
Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,”
“estimate,” “project” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” Pioneer’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. No
assurance can be given that the future results covered by forward-looking statements will be achieved. These statements are based on the current expectations of our management, and it is important to note that our actual results could be materially
different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements, including those discussed in our annual report
on Form 10-K for the fiscal year ended June 30, 2023, under the heading “Risk Factors” and other filings made with the SEC, including our quarterly reports on Form 10-Q. Investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication, unless noted otherwise. Except as required under the federal securities laws and the rules and regulations of the SEC, Pioneer does not undertake any obligation to release publicly
any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.
For additional information contact:
Patrick J. Hughes
Executive Vice President and Chief Financial Officer
(518) 730-3025