PSB Financial, Inc. 8-K

What Happened
On March 16, 2026, PSB Financial, Inc. and Pioneer State Bank entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (KBW). KBW will assist in marketing PSB Financial’s common stock in connection with the proposed conversion of Pioneer Federal Savings and Loan Association from a mutual savings association to a stock bank via a merger into newly chartered Pioneer State Bank (the surviving, wholly owned subsidiary). The offering of common stock will be made under the Company’s Form S‑1 (Registration No. 333-290457), which was declared effective March 16, 2026.

Key Details

• Agency Agreement date: March 16, 2026.
• Fees: $35,000 management fee (credited against success fee); success fee of 1.0% for the subscription offering and 1.5% for any community offering; minimum total success fee of $300,000.
• Additional fees: $35,000 for conversion agent and data processing/records management services; reimbursement for certain out-of-pocket and legal expenses.
• If a syndicated community offering is used, KBW may receive a transaction fee up to 6.0% of the aggregate purchase price.
• Success fees exclude shares purchased by the Company’s directors, officers, and employees.

Why It Matters
This filing shows the company has engaged a recognized broker-dealer to market the stock offering tied to the planned mutual‑to‑stock conversion and merger, and that the S‑1 registration is effective—steps that enable the conversion process to move forward. The fees and potential transaction costs described will reduce net proceeds from the offering and are material to understanding the costs associated with the conversion and merger. The Agency Agreement is filed as an exhibit to the 8‑K for investors who want the full terms.