Pioneer Bancorp Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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): December 16, 2025

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (518) 730-3025

(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:

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. ☐

Each performance period under the Plan begins on January 1^st each year and ends on December 31^st each year (a “Plan Year”) unless otherwise terminated or modified by the Company.

The Chief Executive Officer of the Company and other executive officers designated by the Compensation Committee (the “Committee”) are eligible to participate in the Plan.  Each participant will have an annual incentive target as established by the Committee, calculated as a percentage of base salary and wages payable by the Company prior to pre-tax deductions for contributions to qualified plans and excluding any bonuses, incentives and overtime pay.  Performance measures may be financial or non-financial and may include both Company and individual performance goals.

The Plan uses a “scorecard” structure consisting of financial, operational and non-financial metrics as determined by the Committee from year to year, each of which metric may be weighted as determined by the Committee.  The annual balanced scorecard and potential payouts are to be established by the Committee no later than the first ninety (90) days of the applicable Plan Year.  Each performance goal will be assigned three performance levels, threshold, target and maximum.  The threshold and maximum performance metrics will be a percentage and multiple of the target, respectively.  In no event can a participant earn more than the maximum (150% of target) and amounts below threshold will not receive an award.

    Awards will be paid in cash no later than March 15^th following the end of the Plan year, which is December 31^st of each year.  If the participant voluntarily or involuntarily terminates employment prior to the date that the payment of the award is made for a Plan Year, no payment will be due to the participant for that Plan Year.  However, if a participant’s termination is due to death, disability or retirement, the participant, or the participant’s beneficiary, will be paid a pro-rated award.  All awards made under the Plan are subject to the terms of the Company’s clawback policy with respect to incentive compensation or similar policy as such may be in effect from time to time or as required by law.

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.