Pioneer Bancorp (PBFS) adopts new 5% share buyback after prior program

Rhea-AI Filing Summary

Pioneer Bancorp, Inc. disclosed that its board has adopted a new stock repurchase program allowing the company to buy back up to 5% of its outstanding common stock, or 1,254,027 shares. This is the second repurchase program since its mutual holding company reorganization and related stock offering, and follows completion of the initial program. Under the prior program, Pioneer repurchased 1,298,883 shares, or approximately 5% of its then outstanding common stock, at an average price of $11.83 per share. The new program has no expiration date, and repurchases may be made at management’s discretion in the open market or through private transactions, block trades, or under Rule 10b5-1 trading plans, subject to market conditions, alternative uses of capital, and the company’s financial performance.

Insights

Bank equity and capital management analyst

Pioneer authorizes a new 5% share repurchase after completing a similar buyback.

Pioneer Bancorp, Inc. has put in place a new stock repurchase program covering up to 5% of its outstanding common stock, or 1,254,027 shares. This follows the completion of an earlier program under which it bought back 1,298,883 shares, or about 5% of its then outstanding stock, at an average price of $11.83 per share.

The program permits open market and private transactions, block trades, and Rule 10b5-1 plans, giving management multiple execution methods. Activity will depend on factors such as general market conditions, the trading price, alternative uses of capital, and the company’s financial performance, and there is no obligation to repurchase a set number of shares.

The authorization has no expiration date and can be suspended, terminated, or modified at any time, so the actual impact will hinge on how actively management uses it. Future reports describing executed repurchases and total shares bought under this authorization will clarify the effect on share count and capital levels over time.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 17, 2025

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		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 (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 8.01 Other Events

On December 17, 2025, Pioneer Bancorp, Inc. (“Pioneer”), a leading financial institution in New York’s Capital Region, announced it has adopted a new stock repurchase program. Under the repurchase program, Pioneer may repurchase up to 5% of its outstanding common stock, or 1,254,027 shares of its common stock. This is Pioneer’s second stock repurchase program since completing its mutual holding company reorganization and related stock offering. Pioneer has also completed its initial stock repurchase program. Under the program, Pioneer repurchased 1,298,883 shares, or approximately 5%, of its then outstanding common stock. The shares were repurchased at an average price of $11.83 per share.

Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission (the “SEC”). The repurchase program has no expiration date.

Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both Pioneer and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and Pioneer’s financial performance.  Open market purchases will be subject to the limitations set forth in Rule 10b-18 of the SEC and other applicable legal requirements.

The timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by Pioneer at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. Pioneer is not obligated to repurchase any particular number of shares or any shares in any specific time period.

A copy of the press release announcing the stock repurchase program is included as exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press Release of Pioneer Bancorp, Inc. dated December 17, 2025
104		Cover Page Interactive Data File (formatted as 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: December 17, 2025	By:	/s/ Patrick J. Hughes
		Patrick J. Hughes
		Executive Vice President and Chief Financial Officer

FAQ

What did Pioneer Bancorp, Inc. (PBFS) announce in its latest report?

Pioneer Bancorp, Inc. announced that it has adopted a new stock repurchase program. The program allows the company to buy back up to 5% of its outstanding common stock, or 1,254,027 shares, with no expiration date.

How many Pioneer Bancorp (PBFS) shares are covered by the new repurchase program?

The new repurchase program authorizes Pioneer Bancorp to repurchase up to 1,254,027 shares of its common stock, which represents 5% of its outstanding common shares.

What was the result of Pioneer Bancorp’s previous stock repurchase program?

Under its initial stock repurchase program, Pioneer Bancorp repurchased 1,298,883 shares of its common stock, or approximately 5% of its then outstanding shares, at an average price of $11.83 per share.

How can Pioneer Bancorp (PBFS) execute share repurchases under the new program?

Pioneer may repurchase shares in open market or private transactions, through block trades, or under trading plans adopted in accordance with SEC Rule 10b5-1. Open market purchases will follow the limitations of SEC Rule 10b-18 and other legal requirements.

Does Pioneer Bancorp have to buy a specific number of shares under the repurchase plan?

No. Pioneer Bancorp is not obligated to repurchase any particular number of shares or to make repurchases within a specific time period. The timing and amount of repurchases may be suspended, terminated, or modified at any time based on factors such as market conditions, the cost of shares, alternative investment opportunities, liquidity, and financial performance.

Does the new Pioneer Bancorp stock repurchase program have an expiration date?

No. The stock repurchase program has no expiration date. Management may continue or change repurchase activity over time based on conditions and considerations described in the authorization.