8-K: Pioneer Bancorp Announces Trading Blackout Period for Executives and Directors Due to 401(k) Plan Transition

Pioneer Bancorp, Inc. has announced a trading blackout period for its executive officers and directors due to the transition of its 401(k) plan to a new provider.

Summary

• Pioneer Bancorp is transitioning its 401(k) Savings Plan from Pentegra to Empower.
• This transition will result in a blackout period where participants cannot make changes to their accounts, obtain distributions or loans, or direct their investments.
• The blackout period is expected to begin at the end of the day on March 6, 2024, and end during the week of April 5, 2024.
• Executive officers and directors are also subject to a trading blackout during this period, prohibiting them from trading company equity securities acquired through their service.
• This blackout is required under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR.

Sentiment

Score: 7

Explanation: The document is neutral in tone, detailing a necessary administrative process. While it does impose restrictions, it is a standard procedure and does not indicate any underlying issues.

Positives

• The company is proactively managing the transition of its 401(k) plan.
• The company is adhering to regulatory requirements by notifying directors and officers of the trading blackout.

Negatives

• The blackout period will temporarily restrict 401(k) participants' access to their accounts.
• Executive officers and directors will be restricted from trading company stock during the blackout period.

Risks

• There is a risk of non-compliance with trading restrictions by directors and officers, which could result in penalties.
• The blackout period could be extended due to unforeseen circumstances.

Future Outlook

The company will notify directors and officers of any changes to the blackout period dates and they can confirm the status of the blackout period by contacting Susan Hollister.

Management Comments

• Susan Hollister, Executive Vice President, Chief Human Resources Officer, stated that the blackout period is necessary to transfer the assets, recordkeeping and other services related to the 401(k) Plan from Pentegra to Empower.
• Management requests that directors and officers contact Susan Hollister before engaging in any transaction involving Company stock or derivatives during the blackout period.

Industry Context

This type of blackout period is a common occurrence when companies change 401(k) plan administrators and is a standard practice to ensure a smooth transition and compliance with regulations.

Comparison to Industry Standards

• Blackout periods during 401(k) plan transitions are standard practice across the industry.
• Companies like Fidelity, Vanguard, and T. Rowe Price, which often act as 401(k) administrators, also require similar blackout periods during transitions.
• The duration of the blackout period, approximately one month, is within the typical range for such transitions.

Stakeholder Impact

• 401(k) participants will experience a temporary restriction on their account access.
• Executive officers and directors will be temporarily restricted from trading company stock.

Next Steps

• The company will complete the transition of the 401(k) plan from Pentegra to Empower.
• The company will notify directors and officers of any changes to the blackout period dates.
• Directors and officers are expected to comply with the trading restrictions during the blackout period.

Key Dates

Keywords

blackout period, 401(k) plan, trading restrictions, Sarbanes-Oxley Act, Pioneer Bancorp, executive officers, directors, equity securities, Empower, Pentegra