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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): May 19, 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.
On May 19, 2026, PSB Financial, Inc.
(the “Company”), the proposed holding company of Pioneer State Bank, issued a press release announcing that the proposed conversion
of Pioneer Federal Savings and Loan Association from the mutual form of organization to the stock form of organization, and the related
initial public offering, are expected to close on May 21, 2026. The Company’s common stock is expected to be quoted
on the OTCQB Market operated by OTC Market Group under a symbol to be determined, commencing on May 22, 2026.
A copy of the press release is attached as Exhibit 99.1 hereto
and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements
about the conversion and stock offering which may be identified by the use of the words such as “estimate,” “project,”
“believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,”
“may,” “should,” “indicate,” “would,” “believe,” “contemplate,”
“continue,” “ target,” and words of similar meaning.
Forward-looking statements are inherently subject to risks and uncertainties.
Certain factors that could cause actual results to differ materially from the anticipated results, include but are not limited to, that
risk that the stock offering and conversion may not be timely completed, if at all, that required regulatory approvals are not timely
received, if at all, or that other customary closing conditions are not satisfied in a timely manner, if at all.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press
Release dated May 19, 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 19, 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 RESULTS OF
STOCK OFFERING AND EXPECTED CLOSING DATE OF CONVERSION
Deer Lodge, MT: May 19, 2026 – PSB Financial Inc, (the “Company”),
the proposed holding company for Pioneer State Bank, successor to Pioneer Federal Savings and Loan Association, announced that the subscription
offering, which expired on April 21, 2026, was oversubscribed in the first category of its common stock subscription offering by
eligible account holders as of the close of business on June 30, 2024. The Company expects to sell 1,719,250 shares of common stock
(the adjusted maximum of the offering range) at a price of $10.00 per share, which includes 137,540 shares to be sold to the Pioneer State
Bank Employee Stock Ownership Plan.
Valid stock orders from depositors having first priority will be filled
in accordance with the allocation procedures described in the Company’s prospectus dated March 16, 2026 and set forth in the
Plan of Conversion. No other orders placed in the Subscription offering will be filled, and unfilled subscribers will have their funds
returned, with interest, promptly upon the closing of the conversion.
Closing is expected to occur on May 21, 2026. The Company’s
common stock is expected to be quoted on the OTCQB Market operated by OTC Market Group under a symbol to be determined, commencing on
May 22, 2026.
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 at 1-877-821-5775.
The Stock Information Center is open Monday through Friday between 9:00 a.m. and 3:00 p.m. Mountain time, excluding bank holidays.
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.
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 the bank. Nutter McClennon & Fish LLP
is serving as counsel to Keefe Bruyette & Woods, Inc., a Stifel Company.
About Pioneer Federal Savings and Loan Association
Pioneer Federal Savings and Loan Association is a state chartered,
mutual savings and loan association that conducts business from their main office in Deer Lodge, Montana and a branch office in Dillon,
Montana. At March 31, 2026, the Association had assets of $122.3 million and deposits of $94.7 million.
Special Note Regarding the Common Stock
This press release is neither an offer to sell nor a solicitation
of an offer to buy common stock. The offer is made only by the Company’s prospectus dated March 16, 2026 when accompanied by
a stock order form. The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agent.
Forward-Looking Statements
This press release may contact forward-looking statements about the
conversion and stock offering which may be identified by the use of the words such as “estimate”, “project”, “believe”,
“intend”, “anticipate”, “assume”, “plan”, “seek”, “expect”, “may”,
“should”, “indicate”, “would”, “believe”, “contemplate”, “continue”,
“ target”, and words of similar meaning.
Forward-looking statements are inherently subject to risks and uncertainties.
Certain factors that could cause actual results to differ materially from the anticipated results, include but are not limited to, that
risk that the stock offering and conversion may not be timely completed, if at all, that required regulatory approvals are not timely
received, if at all, or that other customary closing conditions are not satisfied in a timely manner, if at all.
