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): | ||
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
| ||
| (Address of principal executive offices, including zip code) | ||
| (Registrant’s telephone number, including area code) | ||
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 Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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 8.01 | Other Events. |
On May 21, 2026, PSB Financial, Inc. (the “Company”), the holding company for Pioneer State Bank, successor to Pioneer Federal Savings and Loan Association (collectively, “Pioneer”), issued a press release announcing the closing of the Company’s previously announced subscription offering conducted in connection with the conversion of Pioneer to a stock bank and wholly-owned subsidiary of the Company pursuant to its previously announced plan of conversion. The Company’s common stock is expected to be quoted on the OTCQB Market operated by OTC Markets Group under the symbol “PNSB” commencing on May 22, 2026.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated May 21, 2026 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
2
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.
| PSB Financial, Inc. | ||
| Dated: May 21, 2026 | By: | /s/ Phillip K. Willett |
| Phillip K. Willett | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
Contact:
Phillip K. Willett
President & Chief Executive Officer
PSB FINANCIAL, INC. ANNOUNCES CLOSING OF CONVERSION
AND STOCK OFFERING
Deer Lodge, MT: May 21, 2026 – PSB Financial Inc, (the “Company”), the holding company for Pioneer State Bank, successor to Pioneer Federal Savings and Loan Association (collectively “Pioneer”), announced today the closing of the Company’s previously announced subscription offering (the “Subscription Offering”) conducted in connection with the conversion of Pioneer to a stock bank and wholly-owned subsidiary of the Company (the “Conversion”), pursuant to its previously announced plan of conversion (the “Plan of Conversion”). The Company’s common stock (the “Common Stock”) is expected to be quoted on the OTCQB Market operated by OTC Markets Group under the symbol “PNSB” commencing on May 22, 2026.
The Company sold 1,719,250 shares of Common Stock (the adjusted maximum of the offering range), which includes 137,540 shares sold to the Pioneer Employee Stock Ownership Plan (the “ESOP”), at a price of $10.00 per share for gross offering proceeds of $17,192,500 (before deducting offering expenses).
As previously announced, the Subscription Offering, which expired on April 21, 2026, was oversubscribed in the first category of the Subscription Offering by eligible account holders as of the close of business on June 30, 2024. All valid subscription orders submitted by first category eligible depositors of Pioneer and by the ESOP were filled according to the priorities and allocation procedures disclosed in the Company’s prospectus, dated March 16, 2026 (the “Prospectus”), as set forth in the Plan of Conversion. All other subscribers who submitted valid subscription orders will have their subscription funds refunded in full, with interest, as disclosed in the Prospectus.
Eligible subscribers may confirm their subscription and allocations online at https://allocations.kbw.com. Purchasers may also confirm their stock orders by contacting the Stock Information Center, which is open Monday through Friday 9:00 am to 3:00 pm Mountain time, except bank holidays, at 1-877-821-5775.
Continental Stock Transfer & Trust Company, the Company’s transfer agent, expects to mail Direct Registration System (“DRS”) Book-Entry statements for the shares of common stock purchased in the Subscription Offering, as well as refund and interest checks, on or about May 21, 2026. Their contact information is:
Continental Stock Transfer & Trust Company
1 State Street
30th Floor
New York, NY. 10004
1-800-509-5586
Email: [email protected]
Keefe Bruyette & Woods, Inc., a Stifel Company, acted as selling agent in the Subscription Offering and served as financial advisor to the Company and the Bank in connection with the Conversion. Godfrey & Kahn, S.C. is serving as legal counsel to the Company and Pioneer. Nutter McClennen & Fish LLP is serving as counsel to Keefe Bruyette & Woods, Inc., a Stifel Company.
About Pioneer State Bank
Pioneer State Bank is a newly chartered Montana commercial stock bank that conducts business its main office in Deer Lodge, Montana and a branch office in Dillon, Montana. At March 31, 2026, Pioneer had assets of $122.3 million and deposits of $94.7 million.