8-K

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):  October 17, 2023

PFS Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

(815) 223-4300

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 October 17, 2023, PFS Bancorp, Inc. (the “Company”), the holding company for Peru Federal Savings Bank (the “Bank”), issued a press release announcing the completion of the Bank’s conversion from the mutual form of organization to the stock form of organization and the Company’s related initial public offering, effective as of the close of business on October 17, 2023.  The Company’s common stock is expected to be quoted on the OTCQB Market operated by the OTC Markets Group beginning on October 18, 2023 under the ticker symbol “PFSB”.  For further information, reference is made to the press release dated October 17, 2023, which is attached hereto as Exhibit 99 and incorporated herein by reference.

Item 9.01

  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

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.

Exhibit 99.1

*PRESS RELEASE*

Contact:

Eric J. Heagy

President, Chief Executive Officer and Chief Financial Officer

(815) 223-4300

PFS Bancorp, Inc. Announces Closing Date of Initial Public Offering

Peru, IL; October 17, 2023 – PFS Bancorp, Inc. (the “Company”), the holding company for Peru Federal Savings Bank (the “Bank”), announced today the completion of the Bank’s conversion from the mutual form of organization to the stock form of organization and the Company’s related stock offering, effective as of the close of business today. The Company’s common stock is expected to be quoted on the OTCQB Market operated by the OTC Markets Group beginning on October 18, 2023 under the ticker symbol “PFSB”.

The Company sold 1,725,000 shares of common stock, which includes 138,000 shares sold to the Bank’s Employee Stock Ownership Plan, for gross offering proceeds (before deducting offering expenses) of approximately $17.3 million based on the offering price of $10.00 per share.  The Company has 1,725,000 shares of common stock issued and outstanding as a result of the closing of the transaction.

The stock offering was oversubscribed.  All valid stock orders received in the subscription offering were filled according to the purchase limitations disclosed in the Company’s Prospectus dated August 11, 2023.  All valid stock orders received in the community offering from residents of the Bank’s local community, as defined in the Prospectus, were filled according to the purchase limitations disclosed in the Prospectus.  All valid stock orders received in the community offering from residents outside of the Bank’s local community were filled pro rata according to the allocation procedures disclosed in the Prospectus, resulting in refund checks being sent to some of those purchasers.  Purchasers wishing to confirm their stock purchases may do so by contacting the Stock Information Center at 1-(800) 945-8598.  The Stock Information Center is open between 9:00 a.m. and 3:00 p.m., Central time, Monday through Friday, except on bank holidays.  Purchasers may also confirm their stock purchases online at https://allocations.kbw.com.

The Company’s transfer agent, Continental Stock Transfer & Trust Company, plans to mail Direct Registration System (“DRS”) Book-Entry statements for the shares purchased in the stock offering, and checks for interest and any refunds due, on or about October 18, 2023.

Luse Gorman, PC served as legal counsel to the Company and the Bank.  Keefe, Bruyette & Woods, Inc., A Stifel Company acted as marketing agent for the Company in connection with the stock offering.  Vedder Price P.C. served as legal counsel to Keefe, Bruyette & Woods, Inc.

About Peru Federal Savings Bank

Originally chartered in 1887, the Bank is a federally-chartered mutual savings bank that conducts its business from its main office and a branch office, both located in Peru, IL.

Special Notice Regarding Common Stock

The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Disclosures Concerning Forward Looking Statements

This press release contains certain forward-looking statements about the conversion and stock offering.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “plan,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or words of similar import.  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that could cause actual results to differ materially from expected results include possible unforeseen delays in delivering DRS Book-Entry statements and/or refund or interest checks and/or delays in the start of trading due to market disruptions or otherwise.