Form 4: Pioneer Bancorp EVP Sells Shares Under 10b5-1 Plan

Pioneer Bancorp's EVP and CBO, Jesse Tomczak, sold 5,395 shares of common stock for approximately $79,249 under a pre-arranged 10b5-1 trading plan.

Summary

• Jesse Tomczak, Executive Vice President and Chief Business Officer of Pioneer Bancorp, Inc. (PBFS), reported transactions involving the company's common stock.
• On December 12, 2025, Tomczak sold a total of 5,395 shares of common stock in multiple transactions.
• The sales were executed at prices ranging from $14.60 to $14.795 per share, totaling approximately $79,249.32.
• These transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
• Following these sales, Tomczak directly beneficially owns 41,000 shares of common stock and indirectly owns 4,954 shares through a 401(k) plan.
• Tomczak also holds 100,000 stock options with an exercise price of $9.39, which vest at a rate of 20% per year commencing May 21, 2025, and expire on May 21, 2034.
• The direct beneficial ownership includes shares of restricted stock that vest at a rate of 20% per year commencing on May 21, 2025.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be perceived negatively, the disclosure that the transactions were made under a Rule 10b5-1 plan suggests a pre-scheduled, non-discretionary sale, which typically carries less negative implication than an open-market sale based on immediate insider knowledge.

Positives

• The sales were conducted under a Rule 10b5-1(c) plan, indicating pre-scheduled transactions rather than a reaction to immediate market conditions or non-public information.

Negatives

• Insider selling, even under a 10b5-1 plan, reduces the executive's direct equity stake in the company.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is solely a report of insider transactions.

Industry Context

This Form 4 filing is a routine disclosure of an insider stock transaction. Such transactions are common across all industries, particularly when executives manage their personal portfolios or exercise options under pre-arranged plans like Rule 10b5-1. It does not provide specific insights into broader industry trends or competitive landscape for the banking sector.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure for insider transactions.
• The use of a Rule 10b5-1 plan for stock sales is a common practice among executives in publicly traded companies, including those in the financial services industry, to mitigate concerns about insider trading and provide an affirmative defense against such allegations.
• No specific comparable companies, projects, or results are mentioned in the filing to allow for a direct comparison of financial performance or operational metrics.

Corporate Governance

Stakeholder Impact

• Shareholders: A minor reduction in an executive's direct ownership, but mitigated by the 10b5-1 plan. No significant impact on overall share structure or company valuation is implied by this routine transaction.

Next Steps

• Continued vesting of restricted stock at 20% per year commencing May 21, 2025.
• Continued vesting of stock options at 20% per year commencing May 21, 2025.

Key Dates

Keywords

Pioneer Bancorp, PBFS, Jesse Tomczak, Insider Trading, Form 4, Stock Sale, Executive Compensation, 10b5-1 Plan, Common Stock, Stock Options