UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2026 ( |
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Explanatory Note
On April 28, 2026, Pioneer Bancorp, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report, among other things, the acquisition by Pioneer Bank, National Association, through its wholly owned subsidiary, Targeted Lending Holdings, LLC (“Targeted Lending Holdings”), of 100% of the issued and outstanding membership interests of Targeted Lending Co., LLC, a Delaware limited liability company (“Targeted Lending”), in an all-cash transaction pursuant to an Equity Purchase Agreement, dated as of April 24, 2026 by and among Targeted Lending Holdings and certain other parties described therein (the “Acquisition”).
This Current Report on Form 8-K/A amends the Original Report (the “Amendment”), which reported under Item 2.01 the completion of the Company’s Acquisition of Targeted Lending. At the time of the Original Report, the Company had concluded, based on its application of the significance tests under Rule 1-02(w) and Rule 3-05 of Regulation S-X, that the Acquisition was not significant, and the Original Report accordingly did not disclose that the financial statements or pro forma financial information required under Items 9.01(a) and 9.01(b), respectively, of Form 8-K would be filed in an amendment to the Original Report in reliance on the instructions to such items. The Company has since re-performed those tests and determined that the Acquisition is significant under Rule 1-02(w) and Rule 3-05 of Regulation S-X. This Amendment is being filed solely to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) with respect to the Acquisition, and does not otherwise amend the Original Report.
This Amendment should be read in conjunction with the Original Report. Except as set forth herein, no modifications have been made to information contained in the Original Report, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original Report. The pro forma financial information included as Exhibit 99.2 to this Amendment has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Acquisition been completed on the dates set forth therein, nor is it indicative of any anticipated combined financial position or future results of operations that the Company will experience after the Acquisition.
Item 9.01
Financial Statements and Exhibits.
(a) | Financial statements of businesses acquired. |
The audited financial statements of Targeted Lending as of and for the year ended December 31, 2025 and 2024 and the related notes thereto are filed herewith as Exhibit 99.1 and incorporated by reference into this Item 9.01(a). The consent of Chiampou Travis Besaw & Kershner LLP, Targeted Lending’s independent auditor as of and for the year ended December 31, 2025, is filed herewith as Exhibit 23.1. The consent of The ZLC Group, CPAs, LLC, Targeted Lending’s independent auditor as of and for the year ended December 31, 2024, is filed herewith as Exhibit 23.2.
(b) | Pro forma financial information. |
The unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2025 and the unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2025, and the related notes thereto, are filed herewith as Exhibit 99.2 and incorporated by reference into this Item 9.01(b).
(d) | Exhibits. |
23.1 | ||
23.2 | ||
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (embedded in the cover page formatted in 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: August 10, 2026 | By: | /s/ Patrick J. Hughes |
Patrick J. Hughes | ||
Executive Vice President and Chief Financial Officer |