Pioneer Bancorp Inc. filed SEC Form 8-K: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, 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): February 7, 2024

(Exact Name of Registrant as Specified in its Charter)

(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. ☐

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.

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.