false 0002087419 false false false false 0002087419 2026-05-19 2026-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 19, 2026
 
PSB Financial, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland 333-290457 39-4296886
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer Identification No.)
     

202 North Main Street

P.O. Box 191

Deer Lodge, Montana 59722

(Address of principal executive offices, including zip code)
 
(406) 846-2202
(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 x

 

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 8.01Other Events.

 

On May 19, 2026, PSB Financial, Inc. (the “Company”), the proposed holding company of Pioneer State Bank, issued a press release announcing that the proposed conversion of Pioneer Federal Savings and Loan Association from the mutual form of organization to the stock form of organization, and the related initial public offering, are expected to close on May 21, 2026. The Company’s common stock is expected to be quoted on the OTCQB Market operated by OTC Market Group under a symbol to be determined, commencing on May 22, 2026.

 

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Forward-Looking Statements

 

This Current Report on Form 8-K may contain forward-looking statements about the conversion and stock offering which may be identified by the use of the words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “ target,” and words of similar meaning.

 

Forward-looking statements are inherently subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from the anticipated results, include but are not limited to, that risk that the stock offering and conversion may not be timely completed, if at all, that required regulatory approvals are not timely received, if at all, or that other customary closing conditions are not satisfied in a timely manner, if at all.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1Press Release dated May 19, 2026

 

104Cover 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 19, 2026 By: /s/ Phillip K. Willett
  Phillip K. Willett
  President and Chief Executive Officer

 

3

 

 

Exhibit 99.1

 

Contact:

 

Phillip K. Willett

President & Chief Executive Officer

 

PSB FINANCIAL, INC. ANNOUNCES RESULTS OF STOCK OFFERING AND EXPECTED CLOSING DATE OF CONVERSION

 

Deer Lodge, MT: May 19, 2026 – PSB Financial Inc, (the “Company”), the proposed holding company for Pioneer State Bank, successor to Pioneer Federal Savings and Loan Association, announced that the subscription offering, which expired on April 21, 2026, was oversubscribed in the first category of its common stock subscription offering by eligible account holders as of the close of business on June 30, 2024. The Company expects to sell 1,719,250 shares of common stock (the adjusted maximum of the offering range) at a price of $10.00 per share, which includes 137,540 shares to be sold to the Pioneer State Bank Employee Stock Ownership Plan.

 

Valid stock orders from depositors having first priority will be filled in accordance with the allocation procedures described in the Company’s prospectus dated March 16, 2026 and set forth in the Plan of Conversion. No other orders placed in the Subscription offering will be filled, and unfilled subscribers will have their funds returned, with interest, promptly upon the closing of the conversion.

 

Closing is expected to occur on May 21, 2026. The Company’s common stock is expected to be quoted on the OTCQB Market operated by OTC Market Group under a symbol to be determined, commencing on May 22, 2026.

 

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 at 1-877-821-5775. The Stock Information Center is open Monday through Friday between 9:00 a.m. and 3:00 p.m. Mountain time, excluding bank holidays.

 

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.

 

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 the bank. Nutter McClennon & Fish LLP is serving as counsel to Keefe Bruyette & Woods, Inc., a Stifel Company.

 

 

 

 

About Pioneer Federal Savings and Loan Association

 

Pioneer Federal Savings and Loan Association is a state chartered, mutual savings and loan association that conducts business from their main office in Deer Lodge, Montana and a branch office in Dillon, Montana. At March 31, 2026, the Association had assets of $122.3 million and deposits of $94.7 million.

 

Special Note Regarding the Common Stock

 

This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the Company’s prospectus dated March 16, 2026 when accompanied by a stock order form. 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 agent.

 

Forward-Looking Statements

 

This press release may contact forward-looking statements about the conversion and stock offering which may be identified by the use of the words such as “estimate”, “project”, “believe”, “intend”, “anticipate”, “assume”, “plan”, “seek”, “expect”, “may”, “should”, “indicate”, “would”, “believe”, “contemplate”, “continue”, “ target”, and words of similar meaning.

 

Forward-looking statements are inherently subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from the anticipated results, include but are not limited to, that risk that the stock offering and conversion may not be timely completed, if at all, that required regulatory approvals are not timely received, if at all, or that other customary closing conditions are not satisfied in a timely manner, if at all.