PBFS 8-K
Pioneer Bancorp, Inc./MD (PBFS)
8-K
2025-12-17
For: 2025-12-17
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): December 17, 2025
(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 December 17, 2025, Pioneer Bancorp, Inc. (“Pioneer”), a leading financial institution in New York’s Capital Region, announced it has adopted a new stock repurchase program. Under the repurchase program, Pioneer may repurchase up to 5% of its outstanding common stock, or 1,254,027 shares of its common stock. This is Pioneer’s second stock repurchase program since completing its mutual holding company reorganization and related stock offering. Pioneer has also completed its initial stock repurchase program.
Under the program, Pioneer repurchased 1,298,883 shares, or approximately 5%, of its then outstanding common stock. The shares were repurchased at an average price of $11.83 per share.
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 the repurchase program 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.
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.
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: December 17, 2025
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By:
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/s/ Patrick J. Hughes |
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Patrick J. Hughes
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Executive Vice President and Chief Financial Officer
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EXHIBIT 99.1
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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 SECOND STOCK REPURCHASE PROGRAM
Albany, N.Y. – December 17, 2025 – 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 1,254,027 shares of its common stock. This is Pioneer’s second stock repurchase program since completing its mutual holding company reorganization and related stock offering. Pioneer has also completed
its initial stock repurchase program. Under the program, Pioneer repurchased 1,298,883 shares, or approximately 5%, of its then outstanding common stock. The shares were repurchased at an average price of $11.83 per share.
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. (“Pioneer” or the “Company”) is a
financial holding company with more than $2 billion in assets that provides diversified financial services through its subsidiaries. The Company’s subsidiary, Pioneer Bank, National Association and its subsidiaries, with 22 offices in the Capital
Region of New York State, offers a broad array of banking, wealth management, insurance, employee benefit, and human resources consulting services to individuals, businesses, and municipalities. The Company’s subsidiary, Pioneer Capital
Markets, Inc., is a FINRA-registered broker-dealer focused on municipal bond trading. 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 transition report on Form 10-KT for the six months ended December 31, 2024, 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