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): February 7, 2024
Pioneer Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
Maryland
|
|
001-38991
|
|
83-4274253
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File No.)
|
|
(I.R.S. Employer
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:
|
☐
|
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
|
|
NASDAQ
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.04 Temporary Suspension of Trading Under Registrant’s Employee
Benefit Plans.
Pioneer Bank, the wholly owned subsidiary of Pioneer Bancorp, Inc. (the “Company”), is moving the Pioneer Bank 401(k) Savings Plan (the
“401(k) Plan”) from Pentegra to Empower as the custodian and third party recordkeeper. As a result of the planned move, there will be a blackout period beginning at the end of the day on March 6, 2024 and expected to end during the week of April 5,
2024. During the blackout period, participants in the 401(k) Plan will be temporarily unable to make changes to their individual accounts, obtain distributions or loans from the 401(k) Plan, or direct or diversify the assets held in their individual
accounts. Participants in the 401(k) Plan were notified of the blackout period on February 6, 2024.
As a result of the foregoing, on February 7, 2024, the Company sent a Blackout Notice Concerning Limitations on Trading in Pioneer Bancorp,
Inc. Equity Securities (the “Notice”) to all of its directors and executive officers informing them that a blackout period with respect to directors and executive officers is expected to be in effect beginning at the end of the day on March 6, 2024
and ending the week of April 5, 2024.
The Notice was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley
Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
|
(a)
|
|
Financial statements of businesses acquired. Not Applicable.
|
| |
|
|
|
(b)
|
|
Pro forma financial information. Not Applicable.
|
| |
|
|
|
(c)
|
|
Shell company transactions. Not Applicable.
|
| |
|
|
| (d) |
|
Exhibits. |
| |
Exhibit No.
|
|
Description
|
| |
|
|
|
| |
|
|
|
| |
104.1
|
|
Cover Page for this Current Report on Form 8-K, formatted in 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, hereunto duly authorized.
| |
|
PIONEER BANCORP, INC.
|
|
DATE: February 8, 2024
|
By:
|
/s/ Thomas L. Amell
|
| |
|
Thomas L. Amell
|
| |
|
President and Chief Executive Officer
|
Black-Out Notice Concerning Limitations on
Trading in Pioneer Bancorp, Inc. Equity Securities
| To: |
Executive Officers and Directors of Pioneer Bancorp, Inc.
|
| From: |
Susan Hollister, Executive Vice President, Chief Human Resources Officer, Corporate Secretary
|
|
1.
|
As you may know, a “blackout period” will be imposed on trading in Pioneer Bancorp, Inc. (the “Company”) common stock due to the transition of
the Pioneer Bank 401(k) Savings Plan (the “401(k) Plan”) from Pentegra to Empower, which is expected to be effective March 12, 2024. This blackout period, described in more detail below, is necessary in order to transfer the assets,
recordkeeping and other services related to the 401(k) Plan from Pentegra to Empower. Under the Sarbanes-Oxley Act of 2002 and SEC Regulation
BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving Company equity securities (including options and other derivatives based on Company stock) during this blackout
period.
|
|
2.
|
During the blackout period participants in the 401(k) Plan will be temporarily unable to (i) make changes to their individual accounts, (ii)
obtain distributions or loans from the 401(k) Plan, or (iii) direct or diversify the assets held in their individual accounts.
|
|
3.
|
The blackout period is expected to begin at the end of the day on
March 6, 2024, and be completed by the week of April 5, 2024, provided, however, that the blackout period may be extended due to events that are beyond the control of the Company. We will notify you of any changes that affect the
dates of the blackout period. In addition, you can confirm the status of the blackout period by contacting Susan Hollister, Executive Vice President, Chief Human Resources Officer at hollisters@pioneerny.com or by calling (518) 730-3059.
|
|
4.
|
Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity
security of the Company that you acquired in connection with your service as an executive officer or director. “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are not limited to those
involving your direct ownership, but include any transaction in which you have a pecuniary interest.
|
|
5.
|
The prohibition covers securities acquired “in connection with service as a director or executive officer.” This includes, among other things,
securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between the
individual and the Company, and as director qualifying shares. Securities acquired outside of an individual’s service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive
officer) are not covered.
|
However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the
covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).
|
6.
|
The following are examples of transactions that you may not engage in during the blackout period:
|
|
•
|
Exercising stock options granted to you in connection with your service as a director or executive officer;
|
|
•
|
Selling Company stock that you acquired by exercising options;
|
|
•
|
Selling Company stock that you originally received as a restricted stock grant.
|
|
7.
|
There are certain exemptions, including:
|
|
•
|
Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when
you are aware of the actual or approximate dates of the blackout);
|
|
•
|
Bona fide gifts, bequests and transfers pursuant to domestic relations orders.
|
|
8.
|
If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject
to civil and criminal penalties.
|
The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors
who violate them could be severe. We therefore request that you contact Susan Hollister, Executive Vice President, Chief Human Resources Officer at hollisters@pioneerny.com
or by calling (518) 730-3059 before engaging in any transaction involving Company stock or derivatives based on Company stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur
during the blackout period.