PBFS 8-K
Pioneer Bancorp, Inc./MD (PBFS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): |
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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 (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.01 - Completion of Acquisition or Disposition of Assets
On April 24, 2026, Pioneer Bank, National Association (“Pioneer” or the “Company”), through its wholly owned subsidiary, Targeted Lending Holdings, LLC (the “Purchaser”), completed the acquisition of 100% of the issued and outstanding membership interests (the “Purchased Interests”) of Targeted Lending Co., LLC, a Delaware limited liability company (“Targeted Lending”), pursuant to an Equity Purchase Agreement, dated as of April 24, 2026 (the “Purchase Agreement”), by and among the Purchaser, the holders of such membership interests (collectively, the “Sellers”, and Brian Gallo, solely in his capacity as the representative of the Sellers (the “Seller Representative”).
The all-cash transaction is valued at approximately $140 million in enterprise value. The aggregate consideration for the Purchased Interests consists of a base purchase price of approximately $54 million (the “Base Purchase Price”), subject to a customary post-closing purchase price adjustment mechanism based on the final determination of closing indebtedness of Targeted Lending and transaction expenses (as adjusted, the “Closing Purchase Price”). In connection with the transaction, Pioneer also repaid approximately $88 million in then-outstanding credit facility indebtedness of Targeted Lending. The signing and closing of the transaction occurred simultaneously on April 24, 2026. In addition, certain key employees of Targeted Lending are eligible to receive earn-out payments of up to $3,000,000 in the aggregate, payable in three annual installments of $1,000,000 each, contingent upon Targeted Lending achieving certain specified net income thresholds during each of the earn-out calculation periods ending December 31, 2026, December 31, 2027, and December 31, 2028.
The Purchase Agreement contains customary representations and warranties of the Sellers and the Purchaser, as well as covenants relating to, among other things, tax matters, non-competition and non-solicitation obligations, confidentiality, and certain post-closing indemnification obligations. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a form of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 - Other Events
On April 24, 2026, Pioneer issued a press release announcing the transaction, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On April 28, 2026, Pioneer issued an investor presentation regarding the transaction, which is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 - Financial Statements and Exhibits
Exhibit No. | | Description |
2.1 | ||
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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 thereunto duly authorized.
PIONEER BANCORP, INC.
(registrant)
April 28, 2026 | /s/ Patrick J. Hughes | |
Patrick J. Hughes | ||
Executive Vice President and Chief Financial Officer |
Exhibit 2.1
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
EQUITY PURCHASE AGREEMENT
by and among
TARGETED LENDING HOLDINGS, LLC,
THE SELLERS NAMED HEREIN
and
SELLER REPRESENTATIVE NAMED HEREIN
April 24, 2026
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ANNEX
Annex IDefinitions
EXHIBITS
Exhibit AForm of Assignment
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This Equity Purchase Agreement (this “Agreement”), dated as of April 24, 2026, is made and entered into by and among Targeted Lending Holdings, LLC, a Delaware limited liability company (“Purchaser”), Brian Gallo (“Gallo”), Michael Philbin (“Philbin”), Renee Hazard (“Hazard”), John Kleinert (“J. Kleinert”), Robert Kleinert (“R. Kleinert”), MJVEL LLC, a Wyoming limited liability company (“MJVEL” and, together with Gallo, Philbin, Hazard, J. Kleinert and R. Kleinert, the “Sellers” and, each, a “Seller”), and Gallo, solely in his capacity as representative of the Sellers (“Seller Representative”).
WHEREAS, as of the date hereof, the Sellers collectively own 100% of the issued and outstanding membership interests (the “Purchased Interests”) of Targeted Lending Co., LLC, a Delaware limited liability company (the “Company”);
WHEREAS, the Purchased Interests constitute 100% of the issued and outstanding equity interests of the Company; and
WHEREAS, each of the Sellers desires to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser desires to purchase, acquire and accept, 100% of such Seller’s right, title and interest in and to the Purchased Interests owned by such Seller, in each case, for the consideration and upon the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and upon the terms and subject to the conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
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Except as set forth in the corresponding section of the Disclosure Schedules, each Seller represents and warrants to Purchaser that:
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Except as set forth in the corresponding section of the Disclosure Schedules, each Seller represents and warrants to Purchaser that:
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Purchaser hereby represents and warrants to the Sellers that:
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MISCELLANEOUS PROVISIONS
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Brian Gallo
[***]
with a copy (which shall not constitute notice) to:
Schenck, Price, Smith & King, LLP
220 Park Avenue
Florham Park, New Jersey 07932
Attention:Edward W. Ahart and Jennifer A. Golub
Email:[email protected]
Targeted Lending Holdings, LLC
c/o Pioneer Bank, National Association
652 Albany Shaker Road
Albany, NY 12211
Attention:Thomas L. Amell
Email:[***]
with a copy (which shall not constitute notice) to:
DLA Piper LLP
1251 Avenue of the Americas, 27th Floor
New York, New York 10020
Attention:Robert Alessi and Sidney Burke
Email:[email protected] and
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first written above.
PURCHASER:
TARGETED LENDING HOLDINGS, LLC
By: __________________________________
Name:
Title:
1629980361.13
SELLERS:
MJVEL LLC
By: __________________________________
Name:
Title:
_____________________________________
John Kleinert
_____________________________________
Brian Gallo
_____________________________________
Michael Philbin
_____________________________________
Renee Hazard
_____________________________________
Robert Kleinert
1629980361.13
SELLER REPRESENTATIVE:
Solely in his capacity as Seller Representative
_____________________________________
Brian Gallo
1629980361.13
Definitions
“Accounts Receivables” has the meaning set forth in Section 4.4(d).
“Accounting Firm” has the meaning set forth in Section 2.3(e).
“Adjustment Amount” has the meaning set forth in Section 2.3(c).
“Affiliate” means, with respect to any Person, (a) a director, officer, partner, member, manager, beneficiary or stockholder of such Person, (b) a spouse, parent, sibling or descendant of such Person (or spouse, parent, sibling or descendant of any director or executive officer of such Person) and (c) any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person.
“Affiliate Agreement” means any Contract, other than this Agreement or any Related Document, between or among (a) any Seller or any of their respective Affiliates other than the Company and any of its Affiliates, on the one hand, and (b) the Company, on the other hand.
“Affiliated Group” means a group of Persons that elects, is required to or otherwise files a Tax Return or pays a Tax as an affiliated group, consolidated group, combined group, unitary group or other group recognized by applicable Tax Law.
“Agreed Adjustments” has the meaning set forth in Section 2.3(d).
“Agreement” has the meaning set forth in the preamble.
“Anti-Fraud and Anti-Corruption Laws” means, collectively, the FCPA, UK Bribery Act 2010, applicable financial record keeping and reporting requirements, money laundering statutes, applicable statutes governing fraud, misuse of visas, permits and other documents, wire fraud and other criminal acts or any other anti-corruption and/or anti-bribery and/or anti-fraud Law applicable in any jurisdiction in which the Company conducts business.
“Assignment” has the meaning set forth in Section 2.5(a)(i).
“Base Purchase Price” has the meaning set forth in Section 2.1(b).
“Business” means the business of small ticket equipment finance activities substantially similar to those conducted by the Company as of or during the 12-month period prior to the Closing Date.
“Business Day” means any day that is not a Saturday, Sunday or a day on which banking institutions in New York, New York are not required to be open.
“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020 (Pub. L. 116-136 (2020)), as enacted March 27, 2020 and amended from time to time, including
1629980361.13
by the Paycheck Protection Plan Flexibility Act enacted June 5, 2020, and the Economic Aid to Hard Hit Small Businesses, Nonprofits, and Venues Act enacted December 27, 2020.
“Cap Amount” has the meaning set forth in Section 7.2(a)(i).
“Charge Off” has the meaning set forth in Section 4.4(g).
“Charged Off Receivables” has the meaning set forth in Section 4.4(g).
“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
“Closing” has the meaning set forth in Section 2.4.
“Closing Date” has the meaning set forth in Section 2.4.
“Closing Indebtedness” means any Indebtedness of the Company as of the Closing, as reflected on the Final Adjustment Statement.
“Closing Purchase Price” has the meaning set forth in Section 2.1(b).
“Closing Transaction Expenses” means any Transaction Expenses of the Company as of the Closing, as reflected on the Final Adjustment Statement.
“Code” means the Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations promulgated and rulings issued thereunder, or any successor Law.
“Common Pro Rata Share” has the meaning set forth in Section 2.1(b).
“Common Sellers” means J. Kleinert, Gallo, Hazard, Philbin and R. Kleinert.
“Company” has the meaning set forth in the Recitals.
“Company Intellectual Property” means all Intellectual Property (a) in which the Company has or purports to have an ownership interest, (b) that is used, held for use, sold or licensed by the Company in the Business and (c) in any Software and other works of authorship or other deliverables prepared by or for the Company that resulted from or arose out of any work performed by or on behalf of the Company by any employee, officer, consultant or contractor of the Company.
“Company IT Assets” means any Software, databases, internet domain names, systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation, in each case, used or held for use in the operation of the Business.
“Company Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by, or exclusively licensed to, the Company.
“Company Software” has the meaning set forth in Section 4.10(e).
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“Confidential Information” means the Company’s trade secrets, other Intellectual Property and other information regarding the Company, the Business and the other business operations of the Company, which information: (a) was used in the Business and was proprietary to, about or created by the Company (including the Company’s directors, managers, officers or employees) for use in the Business; (b) is used in the Business as of the Closing Date and is proprietary to, about or created by the Company (including the Company’s directors, managers, officers or employees) for use in the Business; (c) is designated and/or, in fact, treated as confidential by the Company; or (d) is not generally known by anyone that is not a director, manager, officer or employee of the Company; provided, however, that Confidential Information shall not include any information which: (i) was already lawfully in the Sellers’ possession prior to the disclosure thereof by the Company; (ii) is known to the public and did not become so known through any violation of a legal obligation on the part of the Sellers; or (iii) is later lawfully acquired by the Sellers from other sources.
“Contingent Worker” has the meaning set forth in Section 4.15(b).
“Contract” means any written or oral contract, agreement, Permit, loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, equipment lease, Real Property Lease, instrument, franchise, license, purchase order, subscription, statement of work or other commitment or similar document, in each case, including any amendment, modification or supplement thereto.
“Control” means (including, with correlative meanings, “controlled by” and “under common control with”), with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.
“Copyrights” means all works of authorship, copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof and all moral rights associated with any of the foregoing.
“COVID-19” means the novel coronavirus, SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, and/or related or associated epidemics, pandemics, disease outbreaks or public health emergencies.
“Deferred Payroll Taxes” means (a) the employer portion of any payroll Taxes for a Pre-Closing Tax Period (or the portion of a Straddle Period ending on the Closing Date) in respect of which either of the Company has deferred the payment thereof until after the Closing Date pursuant to the CARES Act (or other similar Law), and (b) the employee portion of any payroll Taxes for a Pre-Closing Tax Period in respect of which the Company has deferred the payment thereof until after the Closing Date pursuant to the Payroll Tax Executive Order, in each case, calculated without giving effect to any Tax credits afforded under the CARES Act, the FFCRA or any similar Law to reduce the amount of any such Taxes payable or owed.
“Disclosure Schedules” means the disclosure schedules delivered by the Sellers.
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“Distribution” means the payment or other direct or indirect distribution of cash or any other assets by the Company to any holder of Equity Securities thereof.
“Downward Adjustment Amount” has the meaning set forth in Section 2.3(g).
“D&O Policy” has the meaning set forth in Section 6.5(b).
“Earn-Out Calculation Period” has the meaning set forth in Section 2.6(a).
“Earn-Out Notice of Objection” has the meaning set forth in Section 2.6(c).
“Earn-Out Payments” has the meaning set forth in Section 2.6(a).
“Earn-Out Pro Rata Share” has the meaning set forth in Section 2.6(a).
“Earn-Out Review Period” has the meaning set forth in Section 2.6(c).
“Earn-Out Statement” has the meaning set forth in Section 2.6(c).
“Employee Plan” has the meaning set forth in Section 4.16(a).
“Employment Agreement” means any offer letter, employment Contract, consulting agreement, termination or severance agreement, bonus, commission, incentive compensation, retention, change of control agreement or any other Contract respecting the terms and conditions of employment or payment of compensation, or of a consulting or independent contractor relationship in respect to any current or former officer, director, employee, Contingent Worker or other non-employee service provider.
“Encumbrances” means all security interests, mortgages, liens, pledges, charges, easements, reservations, clouds, servitudes, rights of way, options, rights of first refusal, community property interests, equitable interests, restrictions of any kind, conditional sale or other title retention agreements and all agreements to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by Contract, Law, equity or otherwise.
“Environmental Laws” means all Laws, Orders and determinations and contractual obligations concerning public health, employee health and safety, pollution or protection of the environment, including all those relating to the presence, use, production, exposure to, management, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any Hazardous Materials.
“Environmental Permits” means all Permits required by any Environmental Law.
“Equipment Finance Agreement” means any loan agreement, security agreement, promissory note, installment note or other similar contract or agreement, together with any schedules, addenda or amendments thereto, in each case, originated by or on behalf of the Company, evidencing an obligation of a borrower to repay to the Company the financed amount
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(including interest and fees) in scheduled installments and secured by a first priority purchase money security interest in the equipment, vehicles or other personal property acquired with the proceeds of such financing, together with all products, proceeds, accessions and replacements thereof, and including all related documents, instruments and agreements executed in connection therewith.
“Equipment Finance Receivable” means all rights to payment of indebtedness and other obligations (including, without limitation, unpaid principal, accrued interest, costs, fees, expenses and indemnity obligations) owing by any Obligor in respect of an equipment finance loan or Equipment Finance Agreement originated or acquired by the Company or any of its Affiliates to or for the benefit of such Obligor and secured by a purchase money security interest in the financed equipment. Each Equipment Finance Receivable shall include, without limitation, all rights (including enforcement rights) under or pursuant to the related Receivable File in respect thereof and all supporting obligations in connection therewith.
“Equity Securities” means any capital stock, partnership or limited liability company interest or other equity or similar interest or any security or evidence of indebtedness convertible into or exchangeable therefor, or any right, warrant or option to acquire any of the foregoing.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor federal Law, and the rules and regulations promulgated thereunder, all as the same may from time to time be in effect.
“ERISA Affiliate” means, with respect to any Person, any entity that is a member of a “controlled group of corporations” with, or is under “common control” with, or is a member of the same “affiliated service group” with such Person as defined in Section 414(b), 414(c) or 414(m) of the Code.
“Estimated Closing Indebtedness” has the meaning set forth in Section 2.3(a).
“Estimated Closing Statement” has the meaning set forth in Section 2.3(a).
“Estimated Closing Working Capital” has the meaning set forth in Section 2.3(a).
“Estimated Purchase Price” has the meaning set forth in Section 2.3(a).
“Estimated Transaction Expenses” has the meaning set forth in Section 2.3(a).
“Executive Employment Agreements” has the meaning set forth in Section 2.5(a)(ix).
“FCPA” means the United States Foreign Corrupt Practices Act of 1977, as amended, and any applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.
“FFCRA” has the meaning set forth in Section 4.7(n).
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“Fraud” means any intentional common law fraud with respect to the making of the representations and warranties set forth in Article III, Article IV, Article V or any Related Documents.
“Final Adjustment Statement” means the final, binding and conclusive Preliminary Adjustment Statement as determine in accordance with Section 2.3.
“Final Determination” means any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended returns or appeals from adverse determination).
“Financial Statements” has the meaning set forth in Section 4.4(a).
“First Earn-Out Calculation Period” has the meaning set forth in Section 2.6(a).
“First Earn-Out Payment” has the meaning set forth in Section 2.6(a).
“Fundamental Representations” means the representations and warranties in Section 3.1, Section 3.2, Section 3.3, Section 3.6, Section 4.1, Section 4.2(a), Section 4.2(b), Section 4.3 and Section 4.18 and the Tax Representations.
“Funded Indebtedness” has the meaning set forth in Section 2.2(c).
“GAAP” means United States generally accepted accounting principles as in effect on the date hereof consistently applied.
“Gallo” has the meaning set forth in the Preamble.
“Governmental Entity” means any United States, or non-United States national, federal, state, provincial, local, territorial, municipal body or United States or non-United States court, tribunal, arbitral body, arbitrator, administrative agency, department, ministry or commission or other governmental or regulatory authority or instrumentality of any kind whatsoever.
“Hazard” has the meaning set forth in the Preamble.
“Hazardous Materials” means any chemicals, materials, pollutants, contaminants, substances or waste with respect to which any Liability or standards of conduct may be imposed pursuant to any Environmental Laws, or that is defined or identified as “hazardous” or “toxic” under Environmental Laws, including, without limitation, petroleum products, byproducts or derivatives thereof, asbestos, toxic mold, radiation and per- and polyfluoroalkyl substances.
“Indebtedness” means, without duplication, as of any date of determination, the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any current portion thereof and any prepayment premiums, penalties, fees and charges on, or relating thereto) arising under, any obligations of the Company consisting of (a) indebtedness for borrowed money or indebtedness issued in substitution or exchange for borrowed money or for the deferred purchase price of property or services (excluding any trade
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payables and accrued expenses arising in the ordinary course of business, but including any contingent acquisition-related purchase price consideration or similar payments regardless of whether such payments are accelerated), (b) indebtedness evidenced by any note, bond, debenture or other debt security, in each case, as of such date, (c) obligations relating to or arising under (including breakage costs payable upon termination of) any interest rate swap, currency swap, forward currency or interest rate contracts or other interest rate or currency hedging arrangements, (d) issued letters of credit issued for the account of the Company, (e) all Liabilities under capitalized leases, financing leases, purchase money or vendor financings as determined in accordance with GAAP consistently applied (including, for the avoidance of doubt, any leases for vehicles), (f) indebtedness secured by any Encumbrance upon property owned by the Company, even though the Company has not in any manner become liable for the payment of such indebtedness, (g) all unpaid Taxes of the Company for any Pre-Closing Tax Period (or portion thereof, as determined in accordance with Section 6.1(b)), which amount shall not be less than $0 in any jurisdiction or with respect to any particular Tax, (h) any earned but unpaid compensation, including salary, bonuses, dividends, commissions, vacation, and paid time off, for any period prior to the Closing Date, together with the employer portion of any withholding, payroll, employment or similar Taxes associated therewith, (i) any management, consulting or other fees and other amounts payable to any equityholder or Affiliate of the Company or any Seller, (j) unfunded retirement benefit and pension scheme Liabilities of the Company and all unfunded deferred compensation Liabilities of the Company, (k) any off-balance sheet financings (but excluding operating leases), (l) any obligations that the Company has elected to defer pursuant to the CARES Act or any other applicable Law intended to address the consequences of COVID-19, including any deferred rent or deferred Taxes (including Deferred Payroll Taxes) for any Pre-Closing Tax Period, and any liabilities associated with any loans under the Paycheck Protection Program or any other loan assistance program or other stimulus packages received by such Person thereunder, (m) any other Liabilities treated as indebtedness under GAAP as applied consistently with the past practice of the Company to the extent in accordance with GAAP consistently applied, (n) outstanding settlement amounts (if any), (o) any Liabilities under any self-insurance or similar programs, (p) advisory or other fees and other amounts payable by the Company, (q) accounts payable more than 90 days past due, other than amounts related to Equipment Finance Receivables, (r) notwithstanding clause (q), any fees, including sales tax, related to title transfer for equipment purchases that were collected but not remitted for any period prior to the Closing Date and (s) all obligations of the type referred to in clauses (a) through (r) the payment of which the Company is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations. Notwithstanding the foregoing, the amount payable pursuant to the payoff letter, including accrued interest but not fees or other amounts, dated April 23, 2026, delivered by Wells Fargo, N.A. shall not be included in Indebtedness.
“Indemnified Persons” means Purchaser or the Sellers, as the case may be, to the extent that such Person will be indemnified by the Sellers or Purchaser, as applicable, pursuant to Article VII.
“Indemnified Taxes” (and the correlative meaning “Indemnified Tax”) means, without duplication, any of the following Taxes (in each case, whether imposed, assessed, due or otherwise payable directly, as a successor or transferee, jointly and/or severally, pursuant to a Tax Sharing Agreement entered (or assumed) by the Company on or prior to the Closing Date, in connection
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with the filing of a Tax Return, as a result of an assessment or adjustment by any Governmental Entity, by means of withholding, or for any other reason and whether disputed or not):
For the avoidance of doubt, Indemnified Taxes shall exclude Taxes to the extent included in the Closing Transaction Expenses, and to the extent included in the computation of the Closing Indebtedness.
“Indemnifying Persons” means Purchaser or the Sellers, as the case may be, to the extent that such Person is required to indemnify the Sellers or the Purchaser Indemnitees, as applicable, pursuant to Article VII.
“Insurance Policies” has the meaning set forth in Section 4.20(a).
“Intellectual Property” means all worldwide intellectual property and proprietary rights, whether protected, created or arising under the Laws of the United States or any other jurisdiction,
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including (without limitation): (a) Patents; (b) Trademarks; (c) all Internet domain names and social media accounts; (d) Copyrights; (e) Trade Secrets; and (f) Software.
“Intellectual Property License” means (a) any grant to a Person of any right to own, use or enforce any Company Intellectual Property and (b) any grant to the Company of any right to own, use or enforce a Person’s Intellectual Property that is included in the Company Intellectual Property.
“IRS” means the U.S. Internal Revenue Service.
“J. Kleinert” has the meaning set forth in the Preamble.
“Key Employees” means Gallo, Hazard and Philbin.
“Law” means any federal, state, provincial or local law (including common, customary and statutory law and civil and criminal law), treaty, convention, legislation, regulation, ordinance, by-law, regulatory code (including statutory instruments, guidance notes, circulars, directives, decisions, rules, regulations and restrictions or similar provision having the force of law) of any jurisdiction or an Order of any Governmental Entity or any self-regulatory organization, including state lending laws and commercial financing disclosure laws.
“Latest Balance Sheet” has the meaning set forth in Section 4.4(a).
“Latest Balance Sheet Date” has the meaning set forth in Section 4.4(a).
“Lease Documents” has the meaning set forth in Section 4.9(b).
“Leased Real Property” means all real property (including all leasehold estates, land, buildings, structures, alterations, improvements, fixtures, easements, rights of way, and any other real property rights and/or interests) that the Company leases, licenses or otherwise occupies or uses (whether as landlord, tenant, subtenant, licensee, or pursuant to any other use or occupancy arrangement), other than Owned Real Property.
“Liability” means any actual or potential liability or obligation (including as related to Taxes), whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted.
“Losses” means any and all Liabilities, claims, shortages, damages, reasonable expenses (including any reasonable out-of-pocket expenses incurred in connection with investigating, defending or asserting any claim, legal or administrative action, suit or Proceeding relating to any matters resulting in such losses, including court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and disbursements of outside legal counsel, investigators, expert witnesses, accountants and other professionals), assessments, Tax deficiencies and Taxes (including interest and penalties thereon) incurred in connection with the receipt of indemnification payments (including interest or penalties thereon) arising from or in connection with any such matter that is the subject of indemnification under Article VII, whether or not foreseeable.
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“Material Adverse Effect” means any effect, event, fact, circumstance, condition, development or change that (a) is, or would be reasonably likely to be, individually or in the aggregate with all other effects, events, facts, circumstances, conditions, developments or changes, materially adverse to the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company, taken as a whole, other than any effect, event, fact, circumstance, condition, development or change to the extent arising out of or resulting from: (i) changes in conditions in the United States or global economy generally; (ii) changes in general political conditions that, in each case, generally affect the geographic regions or industries in which the Company conducts its business; or (iii) any changes in applicable Law or GAAP or the enforcement or authoritative interpretations thereof after the date of this Agreement, except, in the case of the foregoing clauses (i), (ii) or (iii) if such effect, event, fact, circumstance, condition, development or change referred to therein has had, or is reasonably likely to have, a disproportionate adverse impact on the Company relative to other similarly situated companies in the industries in which the Company operates or (b) is, or is reasonably likely to, prevent or materially delay the performance by the Company or the Sellers of any of their respective obligations hereunder.
“Material Contract” means the following Contracts:
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“MJVEL” has the meaning set forth in the Preamble.
“Net Income” means, for any period, the after-tax net income of the Company determined in accordance with GAAP; provided that Net Income: (a) [***]; (b) shall exclude any non-recurring or one-time items, including purchase accounting adjustments, Transaction Expenses, acquisition related costs, restructuring or integration costs or other items not incurred in the Company’s ordinary course of business; (c) shall exclude any new or increased allocations of corporate overhead, shared services, management fees or other intercompany charges except to the extent such charges (i) replace existing expenses of the Company, (ii) are not greater in the aggregate than the costs historically incurred for such functions (subject to adjustment to reflect reasonable and customary costs incurred in connection with the growth of the Company’s business or to meet regulatory requirements as determined in good faith by Purchaser) and (iii) are allocated on a consistent and reasonable basis (provided that Purchaser shall act reasonably in allocating costs to the Company for shared services); (d) shall be calculated based on accounting policies and methodologies required by GAAP, and consistent with practices accepted by Purchaser’s auditor or regulators; and (e) shall be applied consistently across the calculation of Earn-Out Payments and any bonus, compensation or deferred compensation arrangements under the Executive Employment Agreements with no additional adjustments or alternative definitions.
“Objection Notice” has the meaning set forth in Section 2.3(c).
“Obligor” means, with respect to any Equipment Finance Receivable, the borrower of such Equipment Finance Receivable and any other Person who owes payments in respect of such Equipment Finance Receivable.
“Off-the-Shelf Software” means any generally-available, commercial, off-the-shelf Software (in object code format only) licensed pursuant to a standardized click-wrap, end-user or enterprise license for a total annual fee of no more than $50,000.
“Operating Agreement” has the meaning set forth in Section 2.1(c).
“Orders” means judgments, writs, decrees, awards, compliance agreements, injunctions or orders (whether judicial, administrative or arbitral) and legally binding determinations of any Governmental Entity or arbitrator.
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“Organizational Documents” means the documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the Organizational Documents of a corporation would be its certificate of incorporation and by-laws.
“Originator” means a broker, finder, originator, or other source of referrals or introductions to borrowers under any Equipment Finance Agreement or other equipment finance loan.
“Owned Real Property” means real estate and interest in real estate owned in fee.
“Patents” means all patents, utility models and industrial designs and applications therefor, including all provisionals, continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations, renewals and extensions thereof, and all similar rights arising under the Laws of any jurisdiction.
“Payment Restriction” has the meaning set forth in Section 2.6(h).
“Permits” means all permits, licenses, authorizations, registrations, franchises, approvals, certificates (including certificates of authorization), identification numbers, exemptions, variances and similar rights obtained, or required to be obtained, from Governmental Entities, including state lending licenses and/or registrations.
“Permitted Encumbrances” means (a) Encumbrances for Taxes not yet due and payable, to the extent fully reserved on the Latest Balance Sheet; (b) workers or unemployment compensation liens arising in the ordinary course of business; (c) mechanic’s, materialman’s, supplier’s, vendor’s or similar liens arising in the ordinary course of business securing amounts that are not delinquent and for which adequate reserves have been established by the Company, (d) zoning, building and other similar restrictions that do not, individually or in the aggregate, materially interfere with the value or current use of any real property, (e) any easement, covenant, right-of-way or other similar restriction recorded in the appropriate recorder’s office in each case that does not materially detract from the value of any real property or materially impair or interfere with the use or occupancy thereof for the purposes for which it is currently used or proposed to be used in the ordinary course of business; provided that the same does not materially detract from the value of any real property or materially impair or interfere with the use or occupancy thereof for the purposes for which it is currently used or proposed to be used in connection with the ordinary course of the Business.
“Person” shall be construed as broadly as possible and shall include an individual or natural person, a partnership (including a limited liability partnership), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity.
“Personal Information” means any data that constitutes personal information, personally identifiable information, personal data, personal information, biometric information, nonpublic personal information, nonpublic information or similar term under applicable Laws, Privacy Contracts and Privacy Policies, as well as data that identifies or can be used to identify individuals either alone or in combination with other information which is in the possession of the Company, including, without limitation, an individual’s name, address, phone number, username and password, social security number or other government-issued number, financial account number, date of birth, e-mail address, Internet Protocol (IP) address, or other health information or account
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information, or any other information that can be used to contact someone or serve them with information online or offline (including identifiers used to engage in interest-based advertising) or other information that is regulated by one or more Privacy Laws.
“Personal Property Leases” has the meaning set forth in Section 4.8(b).
“Philbin” has the meaning set forth in the Preamble.
“Pre-Closing Indemnitees” has the meaning set forth in Section 6.5(b).
“Pre-Closing Tax Period” means any taxable period of the Company ending on or before the Closing Date (and, in the case of a Straddle Period, the portion of such Straddle Period ending on and including the Closing Date).
“Preferred Sellers” means J. Kleinert, R. Kleinert and MJVEL.
“Preliminary Adjustment Statement” has the meaning set forth in Section 2.3(b).
“Privacy Contracts” means all Contracts between the Company and any Person that are applicable to (a) information security or (b) the Processing of Personal Information, Trade Secrets or Confidential Information, including, without limitation, all such contracts used in the provision of any deliverables or services to third parties.
“Privacy Laws” means any Laws that relate to and/or address privacy, security, cybersecurity, data use (including, without limitation, use of data for email, telemarketing, text messaging or any other purpose), consumer tracking, consumer targeting, data protection and destruction, security incident notification, data transfer issues, marketing, electronic and telephonic communications or the Processing of Personal Information, including, without limitation, HIPAA, the Gramm-Leach-Bliley Act, the CAN-SPAM Act, the Personal Information Protection and Electronic Documents Act, the Telephone Consumer Protection Act, 2-1 C.M.R. 17.00 et. seq., and all current and former implementing Laws, rules, regulations and all guidelines and industry standards applicable to the Company or the Business, including ISO 27001, the Digital Advertising Alliance’s Industry Self-Regulatory Program for Online Behavioral Advertising and the Payment Card Industry Data Security Standard, and any applicable provincial or foreign laws, including laws, regulations and/or guidance implementing the Data Protection Act 1998 and EU Directives 95/46/EC, 2002/58/EC and 2009/136/EC and any successor legislation.
“Privacy Policies” means all written policies, procedures, notices or representations of the Company relating to (a) the Processing of Personal Information, including all current and former website and mobile application privacy policies, or (b) information security, incident response or business continuity and disaster recovery.
“Privacy Requirements” means Privacy Contracts, Privacy Laws and Privacy Policies.
“Proceedings” means audits, examinations, actions, suits, claims, complaints, litigation, arbitrations, charges, demands, reviews, audits, inquiries, investigations and legal, administrative, arbitration or similar proceedings.
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“Processing” (and any inflection thereof) means any operation or set of operations that are performed data or information, whether or not by automated means. Processing includes the access, acquisition, collection, use, recording, organization, structuring, adaptation, alteration, retrieval, combination, erasure, storage, retention, sharing, distribution, transfer, disclosure, destruction, disposal, aggregation, deidentification or any other processing of data or information in any medium.
“Property Laws” has the meaning set forth in Section 4.9(m).
“Proprietary Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreements” has the meaning set forth in Section 2.5(a)(x).
“Public Software” means any Software (or portions thereof) that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as free Software, open source Software or similar licensing or distribution models, including Software licensed or distributed under any of the licenses or distribution models identified by the Open Source Initiative at http://www.opensource.org/licenses/alphabetical, or any similar license or distribution model.
“Purchased Interests” has the meaning set forth in the Recitals.
“Purchaser” has the meaning set forth in the Preamble.
“Purchaser Indemnitee” has the meaning set forth in Section 7.1(a).
“Purchaser Objection Notice” has the meaning set forth in Section 2.2(d).
“Purchaser Prepared Returns” has the meaning set forth in Section 6.1(a)(ii).
“R&W Insurance Policy” means that certain Buyer-Side Representations and Warranties Insurance Policy (policy number [***]) issued by Fusion Specialty Americas Insurance Services LLC.
“Real Property Leases” means all leases, subleases, licenses, concessions, processing facility agreements, occupancy agreements, subordination and non-disturbance and recognition agreements and other Contracts, if any, and all amendments, restatements, extensions, renewals, guaranties, supplements, and other modifications and Contracts with respect thereto, pursuant to which the Company leases, subleases, licenses, holds or otherwise occupies, operates or uses (whether as landlord, tenant, subtenant, licensee, or pursuant to any other use or occupancy arrangement) any Leased Real Property.
“Receivable File” means, with respect to an Equipment Finance Receivable, each related loan agreement, promissory note, truth in lending disclosure, application, any authorization to debit an Obligor’s bank account, if any, and any other documents and instruments executed and delivered, and electronic records created, in connection with the origination, funding, acquisition and ownership of such Equipment Finance Receivable.
“Related Documents” means the Executive Employment Agreements, the Proprietary Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreements and
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each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed in connection with the consummation of the Transaction.
“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).
“Released Claim” has the meaning set forth in Section 6.4(a).
“Releasing Party” has the meaning set forth in Section 6.4(a).
“Released Parties” has the meaning set forth in Section 6.4(b).
“Repossessed Assets” has the meaning set forth in Section 4.4(h).
“Representatives” means, as to any Person, the Affiliates, owners, directors, managers, officers, employees, auditors, attorneys, financial advisors and any other consultants, representatives, advisors or agents of such Person.
“Restricted Period” means the period from the Closing Date until the fifth anniversary of the Closing Date.
“Restricted Person” has the meaning set forth in Section 6.2(a).
“Review Period” has the meaning set forth in Section 2.3(c).
“R. Kleinert” has the meaning set forth in the Preamble.
“SALT Election” means any election under applicable state or local income Tax Law pursuant to which an entity will incur or otherwise be liable for any state or local income Taxes that would have been borne (in whole or in part) by the direct or indirect equity owners of such entity had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75).
“Second Earn-Out Calculation Period” has the meaning set forth in Section 2.6(a).
“Second Earn-Out Payment” has the meaning set forth in Section 2.6(a).
“Securities” has the meaning given to such term in the Securities Act.
“Securities Act” means the Securities Act of 1933, as amended, or any successor federal Law, and the rules and regulations promulgated thereunder, all as the same may from time to time be in effect.
“Security Breach” has the meaning set forth in Section 4.11(e).
“Seller” has the meaning set forth in the Preamble.
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“Seller Prepared Returns” has the meaning set forth in Section 6.1(a)(i).
“Seller Representative” has the meaning set forth in in the Preamble.
“Sellers’ Knowledge” and words of similar effect, means the actual knowledge (after due inquiry) of any of the Sellers.
“Software” means any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (d) all documentation, including user manuals and training materials, related to any of the foregoing.
“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.
“Subsidiary” means with respect to any specified Person, any other Person (a) whose board of directors or similar governing body, or a majority thereof, may presently be directly or indirectly elected or appointed by such specified Person, (b) whose management decisions and corporate actions are directly or indirectly subject to the present Control of such specified Person and/or (c) whose voting securities are 50% or more owned, directly or indirectly, by such specified Person.
“Survival” has the meaning set forth in Section 7.5.
“Target Registered IP” means all issued and applied for Patents, Trademarks and Copyrights, domain name registrations and social media accounts owned or purported to be owned by the Company.
“Tax” (and, with correlative meaning, “Taxes,” “Taxable” and “Taxing”) means (a) any net or gross income, net or gross receipts, net or gross proceeds, capital gains, capital stock, sales, use, user, leasing, lease, transfer, natural resources, premium, ad valorem, value added, franchise, profits, gaming, license, capital, withholding, payroll or other employment, estimated, goods and services, severance, excise, stamp, fuel, interest equalization, registration, recording, occupation, premium, turnover, personal property (tangible and intangible), real property, unclaimed or abandoned property, escheat, alternative or add-on, windfall or excess profits, environmental (including Section 59A of the Code as in effect for Tax years beginning prior to January 1, 2018), social security, disability, unemployment or other tax or customs duties or amount imposed by (or otherwise payable to) any Governmental Entity, or any interest, any penalties, additions to tax or additional amounts assessed, imposed, or otherwise due or payable under applicable Laws with respect to taxes, in each case, whether disputed or not, (b) any Liability for the payment of any amounts of the type described in clause (a) above as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any Taxable period, (c) any Liability for the payment of any amounts as a result of being a party to any tax sharing, allocation, or similar agreements or arrangements (whether or not written) and (d) any Liability for the payment of any amounts of the type described in clause (a), (b) or (c) of this sentence as a result of being a
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transferee of or successor to any Person or as a result of any express or implied obligation to assume such Taxes or to indemnify any other Person.
“Tax Contest” has the meaning set forth in Section 6.1(c)(i).
“Tax Representations” means the representations and warranties in Section 4.7 and Section 4.18 and the representations and warranties with respect to Taxes in Section 4.16.
“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and any amendments thereto, submitted to (or required under applicable Laws to be submitted to) a Governmental Entity.
“Tax Sharing Agreement” means any Contract (including any provision of a contract) pursuant to which the Company is obligated to indemnify any Person for, or otherwise pay, any Tax of another Person or share any Tax benefit with another Person.
“Third Earn-Out Calculation Period” has the meaning set forth in Section 2.6(a).
“Third Earn-Out Payment” has the meaning set forth in Section 2.6(a).
“Third Party Claim” has the meaning set forth in Section 7.4.
“Top Customers” has the meaning set forth in Section 4.22(a).
“Top Originators” has the meaning set forth in Section 4.22(c).
“Top Vendors” has the meaning set forth in Section 4.22(b).
“Tracking Applications” means any Software disseminated by any entity on behalf of the Company that is installed on consumers’ computers and used by any entity on behalf of the Company to monitor, record or transmit information about activities occurring on the computers on which it is installed, or about data that is stored or created on, transmitted from or transmitted to the computers on which it is installed.
“Trade Secrets” means all discoveries, concepts, ideas, research and development, trade secrets, know-how, algorithms, formulae, inventions, invention disclosures, compositions, manufacturing and production processes and techniques, technical data, procedures, designs, drawings, specifications, databases, and other proprietary and confidential information, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals
“Trademarks” means all trademarks, service marks, trade names, brand names, trade dress, logos, corporate names, trade styles, logos and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing and all applications, registrations, renewals and extensions thereof.
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“Transaction” means the transactions contemplated by this Agreement and the Related Documents, including, without limitation, the sale of the Purchased Interests by the Sellers to Purchaser.
“Transaction Expenses” means, without duplication, the amount of any obligations of the Company consisting of (a) all fees, costs, charges, expenses and obligations unpaid on the Closing Date incurred by any Seller, the Company or their respective Affiliates and, to the extent reimbursable thereby any Seller, the Company or their respective Affiliates, in contemplation of, in connection with or relating to the preparation for, and consummation of, the Transaction, including the fees, costs, charges, expenses and obligations relating to or arising out of (i) expense reimbursements payable to any other bidders of the transactions contemplated by this Agreement, (ii) the preparation, negotiation and execution of this Agreement and the Related Documents and the consummation of the Transaction as it relates to the Sellers and (iii) professional services provided by the Company’s and the Sellers’ investment banker, other bankers, financial advisors, counsel, accountants, advisors, brokers, finders, agents and Representatives, including, but not limited to, Multi-Bank Securities, Inc., (b) any bonuses, any success fees, any severance payments, any retention payments, paid time off, wages, any transaction bonuses, any change of control payments and any other amounts payable (and not otherwise irrevocably waived or forfeited) to any Person by the Company in connection with the consummation of the Transaction (together with the employer portion of any payroll or other employment Taxes associated therewith), (c) 100% of the premiums, fees and other costs of the D&O Policy, (d) 50% of all Transfer Taxes and (e) 50% of all premiums, underwriting fees, brokers’ commissions, Taxes and other costs and expenses related to the R&W Insurance Policy and the procurement thereof.
“Transfer Taxes” has the meaning set forth in Section 6.1(e).
“Union” means any labor union, trade union, works council or other employee representative body.
“Upward Adjustment Amount” has the meaning set forth in Section 2.3(h).
“WARN Act” has the meaning set forth in Section 4.15(d).
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Exhibit 99.1
For Release: Immediate – Friday, April 24, 2026
Pioneer Announces Acquisition of Targeted Lending Co., LLC, Launching Pioneer Specialty Financing Division
Transaction Adds Nationwide Equipment Financing Platform with approximately
$120 Million Loan Portfolio
Albany, NY – Pioneer (NASDAQ: PBFS), a leading financial institution in New York’s Capital Region, today announced it has acquired 100% of the membership interests in Targeted Lending Co., LLC, (“Targeted Lending”), an independent equipment financing company with approximately $120 million of loans on its balance sheet.
Targeted Lending, as a wholly owned subsidiary of Pioneer, will operate as Pioneer’s newly formed Specialty Financing division, expanding Pioneer's commercial lending capabilities and extending its reach into nationwide equipment finance markets. Targeted Lending through its originator-centric equipment finance platform provides financing solutions for essential, income-producing equipment, offering loans up to $400,000 to small and mid-sized businesses across diverse industries.
“Targeted Lending represents a compelling strategic fit for Pioneer and advances our More Than a Bank® strategy by diversifying our income sources and launching a new national lending division focused on financing essential business equipment,” said Thomas Amell, President and CEO of Pioneer. “This acquisition enhances our ability to deliver a more comprehensive set of financial solutions to business owners throughout their growth lifecycle, while adding a seasoned team with a scalable, performance-driven operating model and deep industry relationships.”
Brian Gallo, CEO of Targeted Lending, will lead Pioneer Specialty Financing division, along with the existing Targeted Lending management team. The team brings more than 20 years of experience working together in equipment finance and specialty lending. The division will remain headquartered in Williamsville, New York, where the majority of Targeted Lending’s employees are based, with additional personnel located across the United States.
“Joining forces with Pioneer enables us to accelerate growth of our equipment finance platform while expanding opportunities for our clients and employees,” said Brian Gallo, CEO of Targeted Lending. “Pioneer’s stellar reputation as a financial institution and employer of choice make it an ideal partner as we continue to deliver high-quality specialty lending solutions nationwide.”
The all-cash transaction is valued at approximately $140 million in enterprise value, subject to potential adjustments for performance-based earn-out over a three-year period. The transaction closed on April 24, 2026.
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About Pioneer
Pioneer Bancorp, Inc. (“Pioneer”) is a financial holding company with more than $2 billion in assets that provides diversified financial services through its subsidiaries. Pioneer’s subsidiary, Pioneer Bank, National Association and its subsidiaries, with 23 offices in the Capital Region of New York State, offers a broad array of banking, insurance, employee benefit, human resources consulting, and wealth management services to individuals, businesses, and municipalities. Pioneer’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.
About Targeted Lending
Targeted Lending specializes in small-ticket equipment financing, offering loans of up to $400,000 for essential business equipment and vehicles. Through its originator-centric equipment finance platform, the company delivers a commonsense credit strategy and a robust suite of technology-enabled tools that allow originators to maintain control, efficiency, and transparency throughout the transaction lifecycle. For more information, visit www.targetedlending.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, including the acquisition of Targeted Lending, is inherently uncertain. No assurance can be given that the future results covered by forward-looking statements, including Pioneer’s ability to realize the expected benefits of the acquisition of Targeted Lending, will be achieved within expected time frames or at all. 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 year ended December 31, 2025, under the heading “Risk Factors” and other filings made with the Securities and Exchange Commission (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
Exhibit 99.2
| Acquisition of Targeted Lending Co., LLC Launching of Pioneer Specialty Financing Division April 28, 2026 | NASDAQ: PBFS |
| 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, including the acquisition of Targeted Lending Co., LLC (“Targeted Lending”), is inherently uncertain. No assurance can be given that the future results covered by forward-looking statements, including Pioneer’s ability to realize the expected benefits of the acquisition of Targeted Lending, will be achieved within expected time frames or at all. 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 year ended December 31, 2025, under the heading “Risk Factors” and other filings made with the Securities and Exchange Commission (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. Acquisition of Targeted Lending Co., LLC |
| About Targeted Lending Co., LLC Targeted Lending is an equipment financing company with approximately $120 million of equipment loans on its balance sheet with more than 2,000 business customers. Targeted Lending specializes in small-ticket equipment financing, offering loans of up to $400,000 for essential business equipment and vehicles. Through its originator-centric equipment finance platform, the company delivers a commonsense credit strategy and a robust suite of technology-enabled tools that allow originators to maintain control, efficiency, and transparency throughout the transaction lifecycle. Targeted Lending will operate as Pioneer’s newly formed Specialty Financing division, designed to expand Pioneer’s commercial lending capabilities and offer flexible equipment financing solutions for small and mid-sized businesses across a wide range of industries nationwide. Example Equipment Financed Acquisition of Targeted Lending Co., LLC |
| Equipment Loan Portfolio Summary Loan Portfolio* Approximately $120 million of equipment loans on its balance sheet. Structured as Equipment Finance Agreements: Full payout non-cancellable agreements. Personal guarantees of all principals of the business. Even payment streams and no residuals or balloon payments. Mandatory ACH of all loan payments. Interest rates ranging from 8.5% to 20% with an average portfolio yield of approximately 12%. Full term loans ranging from 12 to 72 months with an average term at origination of 54 months. Customer Profile Small to medium businesses looking to buy essential business equipment. Broad industry diversification and a nationwide geographic customer distribution. Average FICO score of 716. Portfolio Loan Size Customer Industry Diversification * - Loan portfolio information disclosed as of April 23, 2026 0.00% 10.00% 20.00% 30.00% 40.00% 50.00% Fitness/Salon/Medspa Gas Stations/Car Washes Medical Restaurants Retail Hospitality Agriculture Service Professional Waste/Recycling Manufacturing Landscaping Transportation Construction 36% 35% 18% 11% 0 - $50K $51K - $100K $101K - $150K $150K+ Acquisition of Targeted Lending Co., LLC |
| Strategic and Financial Benefits Strategic Benefits Financial Benefits Launch of a Specialty Lending division focused on financing essential business equipment and vehicles. Adds a seasoned management team with extensive experience in credit underwriting, portfolio management and operations within the equipment financing industry. Provides loan diversification across geographies and ability to scale Pioneer’s commercial and industrial loan portfolio. Potential ability to cross-sell other financial products or introduce additional loan products. Established relationships to source loan growth through a nationwide loan originator network supported by an originator-centric equipment finance platform. The all-cash transaction is valued at approximately $140 million in enterprise value, subject to potential adjustments for performance-based earn-out over a three-year period. Adds approximately $120 million of loans with an average remaining term of 40 months. Ability to replace Targeted Lending’s current funding sources with Pioneer’s lower cost of funds to potentially enhance profitability. Introduce new non-interest sources of revenue through fee-based income. Effective deployment of capital that is expected to be accretive to future earnings. Acquisition of Targeted Lending Co., LLC |
| Investor Relations Contact: Patrick J. Hughes EVP & Chief Financial Officer (518) 730-3025 [email protected] |
