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): April 1, 2024

Pioneer Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-38991	83-4274253
(State or Other Jurisdiction)		(Commission File No.)	(I.R.S. Employer
of Incorporation)			Identification No.)
	652 Albany Shaker Road, Albany, New York			12211
	(Address of Principal Executive Offices)			(Zip Code)

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 (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
Common Stock, par value $0.01	PBFS	The NASDAQ Stock Market LLC

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 April 1, 2024, Pioneer Bank (the “Bank”), the wholly owned subsidiary of Pioneer Bancorp, Inc., completed its conversion to a national bank following approval of the conversion by the Office of the Comptroller of the Currency (the “OCC”), the regulator of national banks. Following the completion of the conversion, the Bank will now operate under the name “Pioneer Bank, National Association” and be subject to the supervision, regulation and examination by the OCC. The Bank will continue to operate in the same mutual holding company structure as it did prior to the conversion, with Pioneer Bancorp, Inc. and Pioneer Bancorp, MHC as the Bank’s parent bank holding companies.

Cautionary Statement Regarding Forward-Looking Statements

Certain of the matters discussed in this Current Report on Form 8-K 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.” Our 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 Annual Report on Form 10-K for the fiscal year ended June 30, 2023, under the heading “Risk Factors” and other filings made with the Securities and Exchange Commission (the “SEC”). Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K, unless noted otherwise. Except as required under the federal securities laws and the rules and regulations of the SEC, we do 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.

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.

		PIONEER BANCORP, INC.
DATE: April 1, 2024	By:	/s/ Thomas L. Amell
		Thomas L. Amell
		President and Chief Executive Officer

XML

Document and Entity Information	Apr. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 01, 2024
Entity File Number	001-38991
Entity Registrant Name	Pioneer Bancorp, Inc./MD
Entity Central Index Key	0001769663
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	83-4274253
Entity Address, Address Line One	652 Albany Shaker Road
Entity Address, City or Town	Albany
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12211
City Area Code	518
Local Phone Number	730-3025
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	PBFS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false