PSB Financial (OTCQB: PNSB) completes bank conversion and $17.2M stock offering

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

PSB Financial, Inc., holding company for Pioneer State Bank, has closed its conversion to a stock bank and completed its related subscription stock offering.

The company sold 1,719,250 common shares, including 137,540 shares to its employee stock ownership plan, at $10.00 per share for gross proceeds of $17,192,500 before expenses. The common stock is expected to begin trading on the OTCQB Market under the symbol “PNSB” on May 22, 2026.

Eligible depositors in the top subscription priority and the ESOP received full allocations under the plan of conversion, while other valid subscribers will receive full refunds with interest. At March 31, 2026, Pioneer State Bank reported assets of $122.3 million and deposits of $94.7 million.

Positive

The company completed its bank conversion and raised $17,192,500 of gross proceeds by selling 1,719,250 shares, a material capital boost relative to $122.3 million in assets.

Negative

None.

Insights

Conversion raises fresh capital and creates a new OTCQB-listed bank stock.

PSB Financial completed the conversion of Pioneer to a stock bank and sold 1,719,250 common shares at $10.00 each, generating gross proceeds of $17,192,500. For a bank with $122.3M in assets as of March 31, 2026, this is a meaningful capital raise.

The offering reached the adjusted maximum of its range and was oversubscribed in the top eligibility tier, indicating strong interest from Pioneer’s depositors and the ESOP, which bought 137,540 shares. Other subscribers will receive refunds with interest, consistent with the stated allocation procedures.

The common stock is expected to trade on the OTCQB under “PNSB” starting May 22, 2026, giving investors a public-market reference for valuation. Execution of the post-conversion business plan and future financial disclosures will shape how this new capital base supports growth and risk management.

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.

Key Figures

Shares sold: 1,719,250 shares Offer price: $10.00 per share Gross proceeds: $17,192,500 +5 more

8 metrics

Shares sold 1,719,250 shares Common stock sold in subscription offering

Offer price $10.00 per share Subscription offering price

Gross proceeds $17,192,500 Before offering expenses

ESOP allocation 137,540 shares Shares sold to Pioneer ESOP

Bank assets $122.3 million Pioneer assets as of March 31, 2026

Bank deposits $94.7 million Pioneer deposits as of March 31, 2026

Trading symbol PNSB Expected OTCQB ticker from May 22, 2026

Offering expiry April 21, 2026 Subscription offering expiration date

Key Terms

Subscription Offering, Employee Stock Ownership Plan, Plan of Conversion, OTCQB Market, +2 more

6 terms

Subscription Offering financial

"announced today the closing of the Company’s previously announced subscription offering (the “Subscription Offering”)"

A subscription offering is a company’s sale of new securities that investors agree to buy in advance, similar to signing up for a magazine subscription where you commit to receive future issues. It matters to investors because it changes how many shares exist and who owns them, and it provides the company with cash for growth, debt repayment or other plans—outcomes that can raise or lower the value of existing holdings.

Employee Stock Ownership Plan financial

"includes 137,540 shares sold to the Pioneer Employee Stock Ownership Plan (the “ESOP”)"

An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.

Plan of Conversion regulatory

"pursuant to its previously announced plan of conversion (the “Plan of Conversion”)"

A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.

OTCQB Market market

"expected to be quoted on the OTCQB Market operated by OTC Markets Group"

Direct Registration System financial

"expects to mail Direct Registration System (“DRS”) Book-Entry statements for the shares of common stock"

A direct registration system allows investors to register their ownership of securities directly with the issuing company or its transfer agent, rather than holding shares through a broker or intermediary. This setup gives investors more control over their holdings and simplifies the process of buying or selling shares. It is important because it can reduce costs, increase transparency, and provide a clearer record of ownership.

transfer agent financial

"Continental Stock Transfer & Trust Company, the Company’s transfer agent, expects to mail"

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

05/21/2026 - 03:32 PM

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): May 21, 2026

PSB Financial, Inc.
(Exact name of registrant as specified in its charter)

Maryland	333-290457	39-4296886
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

202 North Main Street P.O. Box 191 Deer Lodge, Montana 59722
(Address of principal executive offices, including zip code)

(406) 846-2202
(Registrant’s telephone number, including area code)

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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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

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 x

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 May 21, 2026, PSB Financial, Inc. (the “Company”), the holding company for Pioneer State Bank, successor to Pioneer Federal Savings and Loan Association (collectively, “Pioneer”), issued a press release announcing the closing of the Company’s previously announced subscription offering conducted in connection with the conversion of Pioneer to a stock bank and wholly-owned subsidiary of the Company pursuant to its previously announced plan of conversion. The Company’s common stock is expected to be quoted on the OTCQB Market operated by OTC Markets Group under the symbol “PNSB” commencing on May 22, 2026.

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated May 21, 2026

104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

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.

	PSB Financial, Inc.

Dated: May 21, 2026	By:	/s/ Phillip K. Willett
		Phillip K. Willett
		President and Chief Executive Officer

Exhibit 99.1

Contact:

Phillip K. Willett

President & Chief Executive Officer

PSB FINANCIAL, INC. ANNOUNCES CLOSING OF CONVERSION

AND STOCK OFFERING

Deer Lodge, MT: May 21, 2026 – PSB Financial Inc, (the “Company”), the holding company for Pioneer State Bank, successor to Pioneer Federal Savings and Loan Association (collectively “Pioneer”), announced today the closing of the Company’s previously announced subscription offering (the “Subscription Offering”) conducted in connection with the conversion of Pioneer to a stock bank and wholly-owned subsidiary of the Company (the “Conversion”), pursuant to its previously announced plan of conversion (the “Plan of Conversion”). The Company’s common stock (the “Common Stock”) is expected to be quoted on the OTCQB Market operated by OTC Markets Group under the symbol “PNSB” commencing on May 22, 2026.

The Company sold 1,719,250 shares of Common Stock (the adjusted maximum of the offering range), which includes 137,540 shares sold to the Pioneer Employee Stock Ownership Plan (the “ESOP”), at a price of $10.00 per share for gross offering proceeds of $17,192,500 (before deducting offering expenses).

As previously announced, the Subscription Offering, which expired on April 21, 2026, was oversubscribed in the first category of the Subscription Offering by eligible account holders as of the close of business on June 30, 2024. All valid subscription orders submitted by first category eligible depositors of Pioneer and by the ESOP were filled according to the priorities and allocation procedures disclosed in the Company’s prospectus, dated March 16, 2026 (the “Prospectus”), as set forth in the Plan of Conversion. All other subscribers who submitted valid subscription orders will have their subscription funds refunded in full, with interest, as disclosed in the Prospectus.

Eligible subscribers may confirm their subscription and allocations online at https://allocations.kbw.com. Purchasers may also confirm their stock orders by contacting the Stock Information Center, which is open Monday through Friday 9:00 am to 3:00 pm Mountain time, except bank holidays, at 1-877-821-5775.

Continental Stock Transfer & Trust Company, the Company’s transfer agent, expects to mail Direct Registration System (“DRS”) Book-Entry statements for the shares of common stock purchased in the Subscription Offering, as well as refund and interest checks, on or about May 21, 2026. Their contact information is:

Continental Stock Transfer & Trust Company

1 State Street

30^th Floor

New York, NY. 10004

1-800-509-5586

Email: cstmail@continentalstock.com

Keefe Bruyette & Woods, Inc., a Stifel Company, acted as selling agent in the Subscription Offering and served as financial advisor to the Company and the Bank in connection with the Conversion. Godfrey & Kahn, S.C. is serving as legal counsel to the Company and Pioneer. Nutter McClennen & Fish LLP is serving as counsel to Keefe Bruyette & Woods, Inc., a Stifel Company.

About Pioneer State Bank

Pioneer State Bank is a newly chartered Montana commercial stock bank that conducts business its main office in Deer Lodge, Montana and a branch office in Dillon, Montana. At March 31, 2026, Pioneer had assets of $122.3 million and deposits of $94.7 million.

Source: View Original Filing on SEC EDGAR

FAQ

What did PSB Financial, Inc. (PNSB) announce in this 8-K?

PSB Financial, Inc. announced it closed the conversion of Pioneer to a stock bank and completed its related subscription stock offering, creating a publicly traded holding company structure and issuing new common shares.

How many PSB Financial (PNSB) shares were sold in the subscription offering?

The company sold 1,719,250 shares of common stock, representing the adjusted maximum of the offering range. This total includes shares purchased by the employee stock ownership plan as part of the conversion transaction.

What were the proceeds and price of the PSB Financial (PNSB) stock offering?

Shares were priced at $10.00 each, generating gross offering proceeds of $17,192,500 before expenses. These funds increase the company’s capital base following Pioneer’s conversion to a stock bank structure.

When and where will PSB Financial (PNSB) shares trade?

The company’s common stock is expected to be quoted on the OTCQB Market under the symbol “PNSB” starting May 22, 2026, providing a public market for investors to trade the shares.

How were PSB Financial (PNSB) subscription orders allocated among investors?

The subscription offering was oversubscribed in the first eligibility category. Eligible account holders and the ESOP received allocations per the prospectus, while all other valid subscribers will receive refunds of their funds with interest.

What are Pioneer State Bank’s asset and deposit levels after the conversion?

At March 31, 2026, Pioneer State Bank reported assets of $122.3 million and deposits of $94.7 million. These figures provide context for the bank’s size as it transitions to stock ownership under PSB Financial.

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EXHIBIT 99.1 7.1 KB