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As filed with the Securities and Exchange Commission on September 22, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PSB Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of
Incorporation or Organization)

6036

(Primary Standard Industrial
Classification Code Number)

39-4296886

(I.R.S. Employer
Identification Number)

202 North Main St.
P.O. Box 191
Deer Lodge, Montana 59722
(406) 846-2202

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Phillip K. Willett
President and Chief Executive Officer
202 North Main St.
P.O. Box 191
Deer Lodge, Montana 59722
(406) 846-2202

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Jason E. Kuwayama, Esq.
C.J. Wauters, Esq.
Godfrey & Kahn, S.C.
833 East Michigan St., Suite 1800
Milwaukee, Wisconsin 53202
(414) 273-3500

Michael Krebs, Esq.
Kate Henry, Esq.
Nutter, McClennen & Fish, LLP
155 Seaport Boulevard
Boston, Massachusetts
(617) 439-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PROSPECTUS

(Proposed Holding Company for Pioneer State Bank, successor to Pioneer Federal Savings and
Loan Association)
Up to 1,380,000 Shares of Common Stock
(Subject to Increase to up to 1,587,000 Shares)

PSB Financial, Inc., referred to as “PSB Financial” throughout this prospectus, is offering shares of its common stock for sale in connection with the conversion of Pioneer Federal Savings and Loan Association, referred to as “Pioneer Federal” throughout this prospectus, from the mutual form of organization to the stock form of organization as a new entity to be known as “Pioneer State Bank.” There is currently no market for our common stock. We expect our common stock to be quoted on the OTCQB Market operated by OTC Markets Group following the completion of the stock offering and conversion. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, referred to as the “JOBS Act” throughout this prospectus.

The shares of common stock are first being offered for sale in a subscription offering in priority order (i) to members of Pioneer Federal with at least $50 on deposit as of the close of business on June 30, 2024, (ii) to the employee stock ownership plan of Pioneer State Bank; (iii) to members of Pioneer Federal with at least $50 on deposit as of the close of business on [ ], 2025, and (iv) to other members of Pioneer Federal as of the close of business on [ ], 2025. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to natural persons (including trusts of natural persons) residing in Beaverhead and Powell Counties in Montana. Any shares of common stock not purchased in the subscription offering or the community offering may be offered for sale to the public through a syndicate of broker-dealers, referred to as the “syndicated community offering” throughout this prospectus. The syndicated community offering, if held, may commence before the subscription offering and the community offering (including any extensions) have expired. However, no shares purchased in the subscription offering or the community offering will be issued until any syndicated community offering is completed. We may sell up to 1,587,000 shares of common stock because of demand for the shares of common stock or changes in market conditions, without resoliciting subscribers. We must sell a minimum of 1,020,000 shares to complete the stock offering and conversion.

The minimum purchase order is 25 shares. Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 30,000 shares ($300,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 60,000 shares ($600,000) of common stock, in all categories of the stock offering combined.

The subscription offering will expire at 12:00 noon, Mountain time, on [ ], 2025. We expect that the community offering, if held, may expire at the same time. We may extend the expiration date of the subscription offering and any community offering without notice to you until [ ], 2026, or longer if the Division of Banking & Financial Institutions of the State of Montana, referred to as the “MDOB” throughout this prospectus, and the Federal Deposit Insurance Corporation, referred to as the “FDIC” throughout this prospectus, approve a later date. No single extension may exceed 90 days and the stock offering must be completed by [ ], 2026. Once submitted, orders are irrevocable unless the subscription offering and/or the community offering are terminated or extended, with regulatory approval, beyond [ ], 2026, or the number of shares of common stock to be sold is increased to more than 1,587,000 shares or decreased to less than 1,020,000 shares. If the subscription offering and any community offering are extended beyond [ ], 2026, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the stock offering is increased to more than 1,587,000 shares or decreased to less than 1,020,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription offering and any community offering will be returned promptly with interest. Funds received in the subscription offering and any community offering will be held in a segregated account at Pioneer Federal and will earn interest at 0.77% per annum until completion or termination of the stock offering.

Keefe, Bruyette & Woods, Inc., referred to as “KBW” throughout this prospectus, will assist us in selling our shares of common stock on a best-efforts basis in the subscription offering and any community offering, and will serve as sole manager for any syndicated community offering. KBW is not required to purchase any shares of common stock we are offering for sale.

OFFERING SUMMARY
Price: $10.00 per share

	Minimum			Midpoint			Maximum			Adjusted Maximum
Number of shares			1,020,000			1,200,000			1,380,000			1,587,000
Gross offering proceeds		$	10,200,000		$	12,000,000		$	13,800,000		$	15,870,000
Estimated offering expenses, excluding selling agent fees and expenses(1)		$	1,700,000		$	1,700,000		$	1,700,000		$	1,700,000
Selling agent fees and expenses(1)(2)		$	300,000		$	300,000		$	300,000		$	300,000
Estimated net proceeds		$	8,200,000		$	10,000,000		$	11,800,000		$	13,870,000
Estimated net proceeds per share(1)		$	8.04		$	8.33		$	8.55		$	8.74

(1)

See “The Stock Offering and Conversion — Plan of Distribution; Selling Agent and Underwriter Compensation” for a discussion of KBW’s compensation for the stock offering including any additional compensation to be received by KBW and other broker-dealers in the event of a syndicated community offering.

(2)

Excludes records agent fees and expenses payable to KBW, which are included in estimated offering expenses. See “The Stock Offering and Conversion — Records Management.”

This investment involves a degree of risk, including the possible loss of principal.
See “Risk Factors” beginning on page 14.

These securities are not deposits or savings accounts and are not insured or guaranteed by the FDIC or any other governmental agent. None of the Securities and Exchange Commission, the MDOB, the FDIC, the Board of Governors of the Federal Reserve System or any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For assistance, contact the Stock Information Center at [ ] toll-free.
The date of this prospectus is [ ], 2025.

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	Page
SUMMARY		1
RISK FACTORS		14
SELECTED FINANCIAL AND OTHER DATA OF PIONEER FEDERAL		29
FORWARD-LOOKING STATEMENTS		31
HOW WE INTEND TO USE THE PROCEEDS FROM THE STOCK OFFERING		33
OUR DIVIDEND POLICY		34
MARKET FOR THE COMMON STOCK		35
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE		36
CAPITALIZATION		37
PRO FORMA DATA		39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		45
BUSINESS OF PSB FINANCIAL		60
BUSINESS OF PIONEER FEDERAL		62
REGULATION AND SUPERVISION		79
TAXATION		90
MANAGEMENT		92
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICER		103
THE STOCK OFFERING AND CONVERSION		103
Restrictions on Acquisition of PSB Financial		124
Description of Capital Stock of PSB Financial		128
TRANSFER AGENT		129
EXPERTS		130
CHANGE IN AUDITOR		130
LEGAL MATTERS		130
WHERE YOU CAN FIND ADDITIONAL INFORMATION		131
INDEX TO FINANCIAL STATEMENTS OF PIONEER FEDERAL SAVINGS AND LOAN ASSOCIATION		F-1

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SUMMARY

The following summarizes the significant aspects of Pioneer Federal’s mutual-to-stock conversion and the related offering of common stock by PSB Financial. It may not contain all of the information that is important to you. For additional information, you should read this entire document carefully, including the financial statements and the related notes and the section entitled “Risk Factors,” before making an investment decision.

PSB Financial, Inc.

PSB Financial, a newly formed Maryland corporation, is offering for sale shares of its common stock in connection with the conversion of Pioneer Federal from a mutual savings association (meaning it has no stockholders) to Pioneer State Bank, a Montana stock bank. As a mutual savings bank, all depositors are members of and have voting rights in Pioneer Federal as to all matters requiring a vote of members. The following diagram depicts Pioneer Federal’s current organizational structure:

On September 10, 2025, Pioneer Federal formed Pioneer State Bank, a new Montana state-chartered banking entity formed for the purpose of facilitating the conversion. Upon the completion of the stock offering and the receipt of the necessary approvals from the MDOB, the FDIC and the Federal Reserve, Pioneer Federal will merge with and into Pioneer State Bank, with Pioneer State Bank surviving the merger. We refer in this prospectus to the merger of Pioneer Federal with and into Pioneer State Bank, and the related effects on Pioneer Federal, as the “conversion.”

Following the merger, Pioneer Federal, having been merged with and into Pioneer State Bank, will cease to have members and its former members will no longer have voting rights in Pioneer Federal. All voting rights formerly vested in Pioneer Federal will be vested in PSB Financial as the sole stockholder of Pioneer State Bank. The stockholders of PSB Financial will possess exclusive voting rights with respect to PSB Financial common stock.

Upon completion of the stock offering and conversion, PSB Financial will be 100% owned by its stockholders (including Pioneer Federal members who subscribe in the offering) and Pioneer State Bank will be 100% owned by PSB Financial.

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The following diagram depicts our organizational structure after the completion of the stock offering and conversion:

PSB Financial was incorporated on September 11, 2025 and has not engaged in any business to date. Upon completion of the stock offering and conversion, PSB Financial will register as a bank holding company and will be subject to regulation and examination by the Board of Governors of the Federal Reserve System, referred to as the “Federal Reserve Board” throughout this prospectus, see “Regulation and Supervision.”

PSB Financial’s principal office is located at 202 North Main St., Deer Lodge, MT 59722, and the telephone number at that address is (406) 846-2202.

Pioneer Federal

Pioneer Federal is a state chartered mutual savings and loan association regulated by the MDOB and the FDIC. Pioneer Federal is also a member of the Federal Home Loan Bank of Des Moines (the “FHLB”). Pioneer Federal is a community-oriented financial institution serving southwestern Montana. We conduct our business from our main office in Deer Lodge, Montana, and our branch office, located in Dillon, Montana. Our loan portfolio consists primarily of one- to four-family residential mortgage loans. To a substantially lesser extent, we also originate commercial real estate loans, construction and land development loans, commercial loans, home equity loans and lines of credit, and consumer and automobile loans. We offer a variety of deposit accounts including non-interest-bearing demand accounts, interest-bearing demand accounts, savings accounts and certificates of deposit. In addition, we offer electronic banking services including mobile banking as well as online banking and bill pay.

We consider our primary market area for loan originations and deposit gathering to be Beaverhead and Powell Counties, as well as Deer Lodge, Granite, Silver Bow, Madison, Lewis & Clark counties and contiguous areas, in the western region of Montana. Both Deer Lodge and Dillon are close to the population hub of Butte, Montana, with Dillon approximately 60 miles southwest of Butte and Deer Lodge approximately 35 miles northwest of Butte.

Our primary market area is predominately rural with centralized town centers. According to the latest available data from the United States Census Bureau, Beaverhead County has a population of approximately 9,590 and Powell County has a population of approximately 7,240. The primary economic drivers in our market area are agriculture, tourism, and energy and resources including forest and mineral products. The market area economy has a focus on general agriculture, including cattle/sheep ranching and outdoors activities with a cross-section of other economic sectors including mining, healthcare and services. Various national parks or forestlands are located in the region.

Agriculture is one of the primary economic drivers for Beaverhead County, with cattle and hay the primary agriculture activities. Both market area counties have a large tourism economic sector, as the area is known for its outdoor recreational activities including fishing, snowmobiling, and hiking with both counties containing various national protected areas and national forests. Major employers in the primary market area include the Montana State Prison, Barrett Hospital and Healthcare, and High Divide Minerals, Inc., a large talc mine. In addition, other major employers include the local public schools, the University

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of Montana Western, Deer Lodge Medical Center, and various government agencies, including the U.S. Forest Service and the Bureau of Land Management.

Our loan portfolio consists primarily of fixed-rate mortgage loans secured by one- to-four family residential properties. To a significantly lesser extent, Pioneer Federal also originates commercial loans, construction and land development loans, home equity lines of credit and consumer and automobile loans. Essentially all of the commercial real estate and non-real estate loans in our portfolio reflect purchased participations. Pioneer Federal has not historically sold conforming, fixed-rate residential mortgage loans with longer terms into the secondary market.

We originate loans through employee and director marketing and advertising efforts, our existing customer base, walk-in customers and referrals from customers.

We generally do not purchase loans, except for participation interests in loans originated by other financial institutions acting as the lead lender. We generally originate loans for retention in our loan portfolio, allowing for continued direct contact with the borrower over the life of the loan. We historically have not sold loans off of our balance sheet. At June 30, 2025, we had no loans held-for-sale and $824,000 of loans serviced for others.

Our primary revenue source is interest income earned on loans and investments. Noninterest income is not a significant revenue source.

At June 30, 2025, we had total assets of $113.3 million and total deposits of $85.8. We had net interest income of $1.7 million for the six months ended June 30, 2025, and $3.2 million and $3.3 million for the years ended December 31, 2024 and 2023, respectively.

Our main office is located at 202 North Main Street, Deer Lodge, Montana, and the telephone number at that address is (406) 846-2202. Our website address is www.pioneerfed.com. Information on our website is not incorporated into this prospectus and should not be considered part of this prospectus.

Business Strategy

Our principal objective is to build long-term value for our stockholders and positively impact our communities, customers and employees by operating a strong and trusted community savings association focused on serving our regional market area. Our current business strategy, which represents the business strategy that we intend to continue for the foreseeable future following the conversion as Pioneer State Bank, includes:

•

Continuing to focus on originating fixed-rate one- to four-family residential mortgage loans and residential construction/permanent loans for retention in the loan portfolio;

•

Modestly increasing relative volume of commercial loans, including real estate and non-real estate secured loans, by expanding our commercial underwriting and credit administration staff, while seeking to manage credit and other risks related to commercial lending;

•

Managing credit risk to maintain an acceptably low level of nonperforming assets, representing a continuation of our historical ability to minimize nonperforming assets by employing experienced credit professionals, having well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring;

•

Continuing efforts to grow low-cost “core” deposits, which we anticipate will provide additional fee income through ancillary services and fees that the deposit accounts may generate;

•

Remaining a community-oriented institution and relying on high quality service to maintain and build our local customer base;

•

Strengthening our digital-based banking capabilities, including through a new main data processing vendor anticipated in 2026, to remain an attractive option for current and potential customers, recognizing that customers can be expected to seek out banking institutions that have a technology platform that offers sufficient digital banking services; and

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•

In addition to organic growth, we may consider expansion opportunities in our market area or in contiguous markets that we believe would enhance our franchise value and stockholder returns. These opportunities may include establishing new, or de novo, branch offices, acquiring branch offices, establishing loan production offices, or acquiring other financial institutions. We are considering branching opportunities that may arise in our primary market area, including a potential branch office in western Montana in late 2026 or the first six months of 2027.

We expect the strategies outlined above to guide our investment of the net proceeds of the stock offering. We intend to continue to pursue these business strategies after the conversion and the stock offering, subject to any changes necessitated by future market conditions and other factors.

See “Business of Pioneer Federal” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Strategy” for a further discussion of our business strategy.

Pioneer State Bank

Pioneer State Bank is a newly chartered Montana commercial stock bank, incorporated on September 10, 2025. Pioneer State Bank has had no operations and will not operate independently prior to the conversion, having been formed for the purpose of facilitating the conversion. Upon the completion of the stock offering and the approval of the MDOB and the FDIC, Pioneer Federal will merge with and into Pioneer State Bank. The directors and officers of Pioneer State Bank are the directors and officers of Pioneer Federal. Pioneer State Bank will succeed to all of the rights, obligations, duties and liabilities of Pioneer Federal, and all banking operations previously conducted by Pioneer Federal will be conducted through Pioneer State Bank. As a Montana state-chartered bank, Pioneer State Bank will be subject to examination and regulation by the MDOB, as its chartering authority, and is also subject to examination by the FDIC, its primary federal regulatory and deposit insurer.

Reasons for the Stock Offering and Conversion

Our principal objective is to build long-term value for our stockholders and positively impact our communities, customers and employees by operating a strong and trusted community savings association focused on serving our regional market area. Our current business strategy, which represents the business strategy that we will continue following the conversion as Pioneer State Bank, includes:

•

Continuing to focus on originating fixed-rate one- to four-family residential mortgage loans and residential construction/permanent loans for retention in the loan portfolio;

•

Modestly increasing the capabilities and balances of commercial loans, including real estate and non-real estate secured loans, while seeking to limit the related risks, such as interest rate risk, credit risk and liquidity risk;

•

Continuing efforts to grow low-cost “core” deposits, which we define as checking accounts, savings accounts, money market accounts, and certificates of deposit not exceeding $250,000;

•

Remaining a community-oriented institution and relying on high quality service to maintain and build our local customer base;

•

Strengthening our digital-based banking capabilities, including through our use of a new main data processing vendor anticipated to begin in 2026, to remain an attractive option for current and potential customers, recognizing that customers can be expected to seek out banking institutions that have a technology platform that offers sufficient digital banking services; and

•

Seeking to expand operations primarily through organic growth while also considering branching opportunities that may arise in the primary market area, including a potential branch office in western Montana in late 2026 or the first six months of 2027.

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We expect these strategies to guide our investment of the net proceeds of the stock offering. We intend to continue to pursue these business strategies after the conversion and stock offering, subject to changes necessitated by future market conditions, regulatory restrictions and other factors.

See “The Stock Offering and Conversion” for a more complete discussion of our reasons for conducting the stock offering and conversion.

Terms of the Stock Offering

PSB Financial is offering for sale between 1,020,000 and 1,380,000 shares of common stock to eligible members of Pioneer Federal and to the employee stock ownership plan of Pioneer State Bank in a subscription offering. To the extent shares remain available, we may offer shares for sale in a community offering, with a preference given to natural persons (and trusts of natural persons) residing in Beaverhead and Powell Counties in Montana. We may also offer for sale shares of common stock not purchased in the subscription offering or in any community offering to the general public in a syndicated community offering. The number of shares of common stock to be sold may be increased to up to 1,587,000 shares as a result of demand for the shares of common stock in the stock offering or changes in market conditions. Once submitted, orders are irrevocable unless the number of shares of common stock offered for sale is increased to more than 1,587,000 shares or decreased to fewer than 1,020,000 shares, or the stock offering is extended beyond [ ], 2026. Subscribers will not have the opportunity to change or cancel their stock orders once submitted. If the stock offering is extended beyond [ ], 2026, we will resolicit subscribers and you will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period of time, your stock order will be cancelled and your deposit account withdrawal authorizations will be cancelled or your funds submitted will be returned promptly with interest at 0.77% per annum. If the number of shares offered for sale is increased to more than 1,587,000 shares or decreased to less than 1,020,000 shares, all subscribers’ stock orders will be cancelled, their deposit account withdrawal authorizations will be cancelled and funds delivered for the purchase of shares of common stock in the stock offering will be returned promptly with interest at 0.77% per annum. We will give these subscribers an opportunity to place new orders for a specified period of time.

The shares of common stock are being offered for sale at a purchase price of $10.00 per share. All investors will pay the same purchase price per share, and investors will not be charged a commission to purchase shares of common stock in the stock offering. KBW, our marketing agent for the stock offering, will use its best efforts to assist us in selling shares of our common stock but is not obligated to purchase any shares of common stock in the stock offering.

Important Risks of Owning PSB Financial Common Stock

Before you order shares of our common stock, you should read the “Risk Factors” section beginning on page 14 of this prospectus.

How We Determined the Offering Range and the $10.00 per Share Purchase Price

The amount of common stock PSB Financial is offering for sale is based on an independent appraisal of the estimated pro forma market value of PSB Financial, assuming the stock offering and conversion are completed. Feldman Financial Advisors, Inc., referred to as “Feldman Financial” throughout this prospectus, our independent appraiser, has estimated that, as of September 2, 2025, this market value was $12.0 million. Based on applicable federal regulations, this market value forms the midpoint of a valuation range with a minimum of $10.2 million and a maximum of $13.8 million. Based on this valuation and the $10.00 per share purchase price, the number of shares of common stock being offered for sale in the stock offering ranges from a minimum of 1,020,000 shares to a maximum of 1,380,000 shares. We may sell up to 1,587,000 shares of common stock because of demand for the shares or changes in market conditions without resoliciting subscribers. The $10.00 per share purchase price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions.

The independent appraisal is based in part on Pioneer Federal’s financial condition and results of operations, the pro forma effect of the additional capital raised by the sale of shares of common stock in the stock offering and an analysis of a peer group of 10 publicly traded thrift holding companies with total

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assets ranging from $2,783.8 million to $987.5 million as of September 2, 2025 that Feldman Financial considered comparable to PSB Financial. In selecting the peer group, Feldman Financial considered certain key criteria such as asset size, stock exchange listing, capital level, profitability and other financial characteristics, operating strategy, and market area. Because of the regulatory appraisal guidelines and the limited number of publicly traded savings institutions and thrift holding companies, the selection process by Feldman Financial resulted in each of the peer group companies having total assets greater than Pioneer Federal’s asset size. The peer group also exhibited moderately higher profitability levels than Pioneer Federal. Feldman Financial believed that the peer group’s similar operating fundamentals and business strategies with regard to Pioneer Federal provided a meaningful basis of comparison for valuation pricing purposes. When preparing the independent appraisal, Feldman Financial made downward adjustments for earnings growth and viability, liquidity of the stock issue, and marketing of the stock issue. The downward adjustment for earnings growth and viability was prompted by Pioneer Federal’s lower return on average assets and less favorable efficiency ratio as compared to the peer group companies. The downward adjustment for the liquidity of the issue took into consideration the lower number of shares to be outstanding and the lower market capitalization expected in comparison to the peer group companies. The downward adjustment for marketing of the issue was based on the risk and uncertainty related to a new offering in the current environment of market volatility. For additional information, including the list of peer group companies, see “The Stock Offering and Conversion — Determination of Share Price and Number of Shares to be Issued.”

The following table presents a summary of selected pricing ratios for the peer group companies and for PSB Financial (on a pro forma basis) utilized by Feldman Financial in its independent appraisal. See “The Stock Offering and Conversion — Determination of Share Price and Number of Shares to be Issued” for information regarding the peer group companies. These ratios are based on PSB Financial’s book value, tangible book value and core earnings at and for the 12 months ended June 30, 2025. The peer group ratios are based on financial data as of June 30, 2025 and stock prices as of September 2, 2025. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a premium of 165.8% on a price-to-core earnings basis and a discount of 47.9% on a price-to-tangible book value basis.

	Price-to-core earnings multiple(1)		Price-to-book value ratio		Price-to-tangible book value ratio
PSB Financial (pro forma basis, assuming completion of the stock offering and conversion)(2)
Adjusted Maximum		55.56x		52.22%		52.22%
Maximum		50.00x		48.31%		48.31%
Midpoint		45.45x		44.46%		44.46%
Minimum		40.00x		40.14%		40.14%
Valuation of peer group companies, all of which are fully converted (historical basis):
Average		17.10x		82.30%		85.37%
Median		16.44x		83.67%		84.84%

(1)

Price-to-earnings multiples calculated by Feldman Financial for the independent appraisal are based on an estimate of “core” or recurring earnings. These ratios are different from those presented in “Pro Forma Data.”

(2)

Pro forma pricing ratios for PSB Financial calculated by Feldman Financial for the independent appraisal are based on pro forma financial data at and for the 12 months ended June 30, 2025. These ratios are different from those presented in “Pro Forma Data.”

The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the stock offering and conversion the shares of our common stock will trade at or above the $10.00 per share purchase price. Furthermore, Feldman Financial used the pricing ratios presented in the appraisal to estimate our pro forma appraised value for regulatory purposes

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and not to compare the relative value of shares of our common stock with the value of the common stock of the institutions in the peer group. The value of the common stock of any company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Stock Offering and Conversion — Determination of Share Price and Number of Shares to be Issued.”

How We intend to Use the Proceeds from the Stock Offering

We believe the stock holding company form of organization will provide us with access to additional resources to expand the products and services we offer our customers. Our primary reasons for converting and raising additional capital through the stock offering are to:

•

Strengthen PSB Financial’s capital base by retaining up to 50% of net proceeds;

•

Invest at least 50% of the net proceeds in Pioneer State Bank with contributions ranging from $4.1 million to $6.9 million;

•

Fund the Employee Stock Ownership Plan (“ESOP”) to purchase shares;

•

Enhance our strategic financial flexibility;

•

Allow us the flexibility to pay cash dividends to shareholders in the future;

•

Enhance investment portfolio for growth;

•

Support general corporate purposes for long-term stability;

•

Expand lending capabilities and product offerings; and

•

Invest in securities for diversified income streams.

For more information, see “How We Intend to Use the Proceeds from the Stock Offering.”

Persons Who May Order Shares of Common Stock in the Stock Offering

We are offering the shares of common stock in a subscription offering in the following descending order of priority:

(i) First, to members of Pioneer Federal with at least $50 on deposit as of the close of business on June 30, 2024;

(ii) Second, to Pioneer State Bank’s employee stock ownership plan, which will receive, without payment, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the stock offering. We expect the employee stock ownership plan to purchase up to 8% of the shares of common stock sold in the stock offering;

(iii) Third, to members of Pioneer Federal with at least $50 on deposit as of the close of business on [ ], 2025; and

(iv) Fourth, to other members not otherwise in (i) or (ii) of Pioneer Federal as of the close of business on [ ], 2025.

Shares of common stock not purchased in the subscription offering may be offered for sale in a community offering, with a preference given to the local community, natural persons (and trusts of natural persons) residing in Beaverhead and Powell Counties in Montana. If held, the local community offering may begin concurrently with, during or after the subscription offering. We may also offer for sale shares of common stock not purchased in the subscription offering or in any community offering to the general public through a syndicated community offering, which would be managed by KBW. We have the right to accept or reject, in our sole discretion, orders received in any community offering or syndicated community offering. Any determination to accept or reject stock orders in any local community offering or syndicated community offering will be based on the facts and circumstances available to management at the time of the determination.

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If we receive orders for more shares than we are offering for sale, we may not be able to fill your order, in full or in part. Shares will be allocated first to categories in the subscription offering. A detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled “The Stock Offering and Conversion.”

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25.

Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than the greater of: (i) 30,000 shares ($300,000) of common stock. If any of the following persons purchase shares of common stock, their purchases, in all categories of the stock offering combined, when combined with your purchases, cannot exceed 60,000 shares ($600,000) of common stock:

•

your spouse, or relatives of you or your spouse, who reside with you;

•

most companies, trusts or other entities in which you are a trustee, have a substantial beneficial interest or hold a senior position; or

•

other persons who may be your associates or who may be acting in concert with you.

Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to the overall purchase limitation of 60,000 shares ($600,000). See the detailed definitions of “associate” and “acting in concert” in the section of this prospectus entitled “The Stock Offering and Conversion — Limitations on Common Stock Purchases.”

Federal regulations provide that such purchase limitation may be further increased to 9.99%, provided that orders for shares of common stock exceeding 5.0% of the shares of common stock sold in the stock offering do not exceed in the aggregate 10.0% of the number of shares of the common stock sold in the stock offering. Any request to purchase additional shares of common stock in the event the purchase limitation is so increased will be determined by our Board of Directors in its sole discretion.

Subject to any required regulatory approval, we may increase or decrease the purchase limitations at any time. See the detailed description of the purchase limitations in the section of this prospectus entitled “The Stock Offering and Conversion — Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription Offering and in any Community Offering

In the subscription offering and any community offering, you may pay for your shares only by:

•

personal check, bank check or money order, from the purchaser, made payable directly to PSB Financial, Inc.;

•

authorizing us to withdraw available funds (without any early withdrawal penalty) from your Pioneer Federal deposit account(s), other than checking accounts, or individual retirements accounts (IRAs). To use funds from a checking account, submit a check; or

•

cash.

Cash will only be accepted at Pioneer Federal’s main office and will be converted to a bank check. Please do not submit cash by mail.

Pioneer Federal is prohibited by law from lending funds to anyone to purchase shares of common stock in the stock offering. Additionally, you may not use any type of third-party check to pay for shares of common stock. Wire transfers will not be accepted. You may not submit a Pioneer Federal line of credit check for payment. You may not designate withdrawal from a Pioneer Federal account with check-writing privileges; instead, you may submit a check. If you request a direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount

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and will immediately withdraw the amount from your checking account(s). You may not authorize direct withdrawal from a Pioneer Federal IRA. See “Using Individual Retirement Account Funds to Purchase Shares of Common Stock.”

You may subscribe for shares of common stock in the subscription offering and any community offering by delivering a completed and signed original stock order form, together with full payment payable to PSB Financial, Inc. or authorization to withdraw funds from one or more of your Pioneer Federal deposit accounts, provided that the stock order form is received before 1:00 p.m., Mountain time, on [ ], 2025, which is the expiration of the subscription offering period. You may submit your stock order form and payment by mail using the stock order reply envelope provided or by paying for overnight delivery to the address listed on the stock order form. You may also hand-deliver stock order forms to our offices, located at 202 North Main St., Deer Lodge, Montana and 32 N. Washington St., Dillon, Montana. Do not mail stock order forms to any of Pioneer Federal’s offices.

See “The Stock Offering and Conversion — Procedure for Purchasing Shares in the Subscription Offering and any Community Offering.”

Using Individual Retirement Account Funds to Purchase Shares of Common Stock

You may be able to subscribe for shares of common stock using funds in your Pioneer Federal IRA or other retirement account. If you wish to use some or all of the funds in your Pioneer Federal IRA or other retirement account, the applicable funds must be first transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. An annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center as soon as possible, but in no event less than two weeks before the [ ], 2025 subscription deadline, for assistance with purchases using funds in your IRA or other retirement account you may have at Pioneer Federal or elsewhere. Whether you may use such funds to purchase shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held. See “The Stock Offering and Conversion — Procedure for Purchasing Shares in the Subscription Offering and any Community Offering — Using Individual Retirement Account Funds.”

Purchases by Directors and Executive Officer

We expect our directors and executive officer, together with their associates, to subscribe for 102,700 shares ($1,027,000) of common stock in the stock offering, representing 10.1% of shares to be outstanding based on the sale of stock at the minimum of the offering range. However, there can be no assurance that any individual director or executive officer, or the directors and executive officer as a group, will purchase any specific number of shares of our common stock. They will pay the same price per share that all others who purchase shares of common stock in the stock offering will pay. Our directors and executive officer are subject to the same minimum purchase requirements and purchase limitations as other participants in the stock offering as set forth under “— Limits on How Much Common Stock You May Purchase.” Purchases by our directors and executive officer and their associates will be included in determining whether the required minimum number of shares have been subscribed for in the stock offering. For more information, see “Subscriptions by Directors and Executive Officer.”

Deadline for Submitting Orders for Shares of Common Stock in the Subscription Offering and any Community Offering

The deadline for submitting orders to purchase shares of common stock in the subscription offering and in any community offering is 12:00 noon, Mountain time, on [ ], 2025, unless we extend this deadline. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by 12:00 noon, Mountain time. Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 12:00 noon, Mountain time, on [ ], 2025, regardless of whether we have been able to locate each person entitled to

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subscription rights. See “The Stock Offering and Conversion — Procedure for Purchasing Shares in the Subscription Offering and any Community Offering — Expiration Date.”

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from selling or transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting persons to federal or state agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe you have sold or transferred your subscription rights. On the stock order form, you cannot add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription rights priority than you do. Taking this action may jeopardize your subscription rights. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation.

Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive valid orders for at least 1,020,000 shares of common stock, we may take additional steps in order to issue the minimum number of shares of common stock in the offering range. Specifically, we may:

•

increase the purchase limitations; and/or

•

seek regulatory approval to extend the stock offering beyond [ ], 2026.

If we extend the stock offering beyond [ ], 2026, we will resolicit subscribers and you will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period of time, your stock order will be cancelled and your deposit account withdrawal authorizations will be cancelled or your funds submitted will be returned promptly with interest at 0.77% per annum from the date the stock order was processed.

If one or more purchase limitations are increased, we will not resolicit all subscribers. However, subscribers in the subscription offering who ordered the maximum amount and who indicated a desire to be resolicited on the stock order form will be given the opportunity to increase their subscriptions up to the newly applicable purchase limit. We may increase the individual or aggregate purchase limitations to an amount generally not to exceed 5.0% of the common stock sold in the stock offering. See “The Stock Offering and Conversion — Limitations on Common Stock Purchases.”

Conditions to Completion of the Stock Offering and Conversion

The Board of Directors of Pioneer Federal has approved the plan of conversion. In addition, the FDIC has conditionally approved the plan of conversion and the Federal Reserve Board has conditionally approved PSB Financial’s application to become the bank holding company of Pioneer State Bank. We cannot complete the stock offering and conversion unless:

•

The plan of conversion is approved by at least a majority of votes eligible to be cast by members of Pioneer Federal (depositors of Pioneer Federal). A special meeting of members to consider and vote upon the plan of conversion has been scheduled for [ ], 2025;

•

We sell at least 1,020,000 shares of common stock, which is the minimum of the offering range; and

•

We receive the final approval required from the MDOB and the FDIC to complete the Conversion and the final approval required from the Federal Reserve Board with respect to PSB Financial’s holding company application.

Any approval by the MDOB, the FDIC or the Federal Reserve Board does not constitute a recommendation or endorsement of the plan of conversion.

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Our Dividend Policy

Following completion of the stock offering and conversion, our Board of Directors will be authorized to declare dividends on our common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. The payment and amount of any dividend payments will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; tax considerations; statutory and regulatory limitations; and general economic conditions. See “Our Dividend Policy” for additional information.

Market for Common Stock

We anticipate that the common stock sold in the stock offering will be quoted on the OTCQB Market operated by OTC Markets Group following the completion of the stock offering and conversion. See “Market for the Common Stock.” KBW has advised us that it intends to make a market in our common stock following the stock offering, but it is under no obligation to do so. See “Market for the Common Stock.”

Delivery of Shares of Stock

All shares of common stock of PSB Financial sold in the stock offering will be issued in book entry form and held electronically on the books of our transfer agent. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock sold in the stock offering will be mailed by our transfer agent to the persons entitled thereto at the address noted by them on their stock order form as soon as practicable following consummation of the stock offering. Shares of common stock sold in any syndicated community offering may be delivered electronically through The Depository Trust Company. We expect trading in the common stock to begin on the business day of or on the business day immediately following the completion of the stock offering and conversion. Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, it is possible that purchasers may not be able to sell the shares of common stock that they have purchased, even though trading in the common stock will have begun. Your ability to sell the shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Possible Change in the Offering Range

Feldman Financial will update its independent appraisal before we complete the stock offering and conversion. If, as a result of demand for the shares or chances in market conditions, Feldman Financial determines that our pro forma market value has increased, we may sell up to 1,587,000 shares in the stock offering without further notice to you. If our pro forma market value at that time is either below $10.2 million or above $15.87 million, then, after consulting with the MDOB and the FDIC, we may:

•

terminate the stock offering, cancel deposit account withdrawal authorizations and promptly return all funds received in the stock offering with interest at 0.77% per annum;

•

set a new offering range; or

•

take such other actions as may be permitted by the MDOB, the FDIC, the Federal Reserve Board, the Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (referred to in this prospectus as the “SEC”).

If we set a new offering range, we will promptly return funds, with interest at 0.77% per annum, received in the stock offering, cancel deposit account withdrawal authorizations and commence a resolicitation. In a resolicitation, we will notify subscribers of their right to place a new stock order for a specified period of time.

Possible Termination of the Stock Offering

We may terminate the stock offering at any time before the special meeting of members of Pioneer Federal that has been called to vote on the plan of conversion, and at any time after member approval with

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the concurrence of the MDOB and the FDIC. If we terminate the stock offering, we will promptly return funds and cancel deposit withdrawal authorizations, as described above.

Benefits to Management and Potential Dilution to Stockholders Resulting from the Stock offering and Conversion

We expect Pioneer State Bank’s ESOP, which is a tax-qualified retirement plan for the benefit of all of our employees being established in connection with the stock offering and conversion, to purchase up to 8% of the shares of common stock that we sell in the stock offering. If we receive orders for more shares of common stock than the maximum of the offering range, the ESOP will have first priority to purchase shares over this maximum, up to a total of 8% of the shares of common stock that we sell in the stock offering. This would reduce the number of shares available for allocation to eligible depositors of Pioneer State Bank. For further information, see “Management — Executive Compensation — Employee Stock Ownership Plan.”

Purchases by the ESOP in the stock offering will be included in determining whether the required minimum number of shares have been sold in the stock offering. Subject to market conditions and receipt of regulatory approval, the ESOP may instead elect to purchase shares of common stock in the open market following the completion of the stock offering in order to fill all or a portion of its intended subscription.

We also intend to implement a stock-based benefit plan no earlier than six months after completion of the conversion. Stockholder approval of this plan will be required, and the stock-based benefit plan cannot be implemented until at least six months after the completion of the conversion according to applicable federal regulations. If adopted within 12 months following the completion of the conversion, and provided that upon completion of the stock offering Pioneer State Bank has at least a 10% tangible capital to assets ratio, FDIC conversion regulations would allow for the stock-based benefit plan to reserve a number of shares of common stock equal to not more than 4% of the number of shares sold in the stock offering, or up to 55,200 shares of common stock at the maximum of the offering range, for restricted stock awards to key employees and directors, at no cost to the recipients. If adopted within 12 months following the completion of the conversion, the stock-based benefit plan will also reserve a number of shares equal to not more than 10% of the number of shares of common stock sold in the stock offering, or up to 138,000 shares of common stock at the maximum of the offering range, for the exercise of stock options granted to key employees and directors. If the stock-based benefit plan is adopted after one year from the date of the completion of the conversion, the 4% and 10% limitations described above will no longer apply, and we may adopt a stock-based benefit plan encompassing more than 138,000 shares of our common stock assuming the maximum of the offering range. We have not yet determined whether we will present this plan for stockholder approval within 12 months following the completion of the conversion or whether we will present this plan for stockholder approval more than 12 months after the completion of the stock offering and conversion.

The following table summarizes the number of shares of common stock and aggregate dollar value of grants (valuing each share granted at the offering price of $10.00) that would be available under a stock-based benefit plan if such plan is adopted within one year following the completion of the stock offering and conversion and Pioneer Federal has at least a 10% tangible capital to assets ratio at that time. The table shows the dilution to stockholders if all these shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the ESOP for allocation to all employees. A portion of the stock grants shown in the table below may be made to non-management employees.

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	Number of Shares to be Granted or Purchased(1)						Dilution Resulting from Issuance of Shares for Stock Benefit Plans		Value of Grants(2)
	At Minimum of Offering Range		At Adjusted Maximum of Offering Range		As a Percentage of Common Stock to be Issued				At Minimum of Offering Range			At Adjusted Maximum of Offering Range
Employee stock ownership plan		81,600		126,960		8.00%		—(3)		$	816,000		$	1,269,600
Stock awards		40,800		63,480		4.00%		3.85%			408,000			634,800
Stock options		102,000		158,700		10.00%		9.09%			499,800			777,630
Total		224,400		349,140		22.00%		12.28%		$	1,723,800		$	2,682,030

(1)

The stock-based benefit plan may award a greater number of options and shares, respectively, if the plan is adopted more than 12 months after the completion of the conversion.

(2)

The actual value of restricted stock awards will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $4.90 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; dividend yield of 0%; an expected option life of 10 years; a risk-free interest rate of 4.24%; and a volatility rate of 28.65% based on an index of publicly traded financial institutions. The actual expense of stock options granted under a stock-based benefit plan will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted, which may or may not be the Black-Scholes model.

(3)

Represents the dilution of stock ownership interest. No dilution is reflected for the employee stock ownership plan because these shares are deemed to be purchased in the stock offering.

Income Tax Consequences

PSB Financial and Pioneer Federal have received an opinion from their counsel, Godfrey & Kahn, S.C., regarding the material federal income tax consequences of the merger and stock offering. PSB Financial and Pioneer Federal have also received an opinion of Wipfli LLP, tax advisors to PSB Financial and Pioneer Federal, regarding the material Montana state income tax consequences of the merger and stock offering. As a general matter, the merger and stock offering are expected to qualify as a “reorganization” under Section 368(a)(1)(F) of the Code for federal and state income tax purposes and no gain or loss will be recognized to either Pioneer Federal or Pioneer State Bank as a result of the merger. Gain or loss, if any, will be realized by account holders of Pioneer Federal, but only in an amount not in excess of the fair market value, if any, of the non-transferrable subscription rights received. See “The Stock Offering and Conversion — Material Income Tax Consequences” for a complete discussion of the income tax consequences of the stock offering and conversion.

How You Can Obtain Additional Information — Stock Information Center

Our banking personnel may not, by law, assist with investment-related questions about the stock offering. If you have questions regarding the stock offering and conversion, call our Stock Information Center at [ ] (toll-free). The Stock Information Center is open Monday through Friday between 9:00 a.m. and 3:00 p.m., Mountain time, excluding bank holidays.

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RISK FACTORS

You should carefully consider the following risk factors, in addition to all other information in this prospectus, in evaluating an investment in the shares of common stock.

Risks Relating to Our Strategy

We may not be able to successfully execute our strategic plan.

An important goal of our recently adopted strategic plan is increasing, in an orderly and diligent manner, our commercial real estate lending as a percentage of our loan portfolio. For a more complete discussion of our strategic plan, see “The Stock Offering and Conversion — Reasons for the Conversion”. The key assumptions underlying our strategic plan include:

•

that we will be able to attract and retain qualified personnel, including seasoned commercial loan officers, credit analysts and other commercial loan professionals, required to increase our volume of commercial real estate and multifamily loan originations;

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that we will be able to fund our loan growth by growing deposits with our overall cost of funds at a rate consistent with our expectations;

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that we will be able to successfully originate high-quality commercial real estate that performs over time in accordance with our expectations; and

•

that there will be no material change in the competitive dynamics in our market, including as a result of us seeking to increase our market share.

It is possible that one or more factors, including factors outside of our control, may hinder or prevent us from achieving our strategic objectives. For example, hiring, training and retaining seasoned commercial lending personnel in western Montana is costly and challenging, and we may not be able to timely increase the number of commercial loan officers and other commercial loan professionals sufficiently to achieve the growth in commercial real estate lending that we seek.

Similarly, we operate in a highly competitive banking market in which it can be expensive to attract and retain deposits. Our ability to compete successfully depends on a number of factors, including customer convenience, quality of service, personal contacts, pricing and range of products. In addition, we may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. If we are unsuccessful in competing for new depositors or retaining our current depositors, we may be forced to rely more heavily on borrowings and other sources of funding to operate our business and meet withdrawal demands, thereby adversely affecting our net interest margin and financial performance.

If one or more of the key assumptions underlying our strategic plan prove incorrect, we may not be able to successfully execute our strategic plan, and any shortfall may be material.

Risks Related to Our Lending Activities

Our concentration in residential mortgage loans — particularly one- to four-family residential mortgage loans — exposes us to lending risks.

At June 30, 2025, one- to four-family residential mortgage loans (including residential construction loans) totaled $78.0 million or 90.0% of total loans. One- to four-family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. Declines in real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.

Our commercial real estate loans involve credit risks that could adversely affect our financial condition and results of operations.

At June 30, 2025, commercial real estate loans totaled $4.4 million or 5.1% of total loans. Given their larger balances and the complexity of the underlying collateral, commercial real estate loans generally have

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more risk than the one- to four-family residential real estate loans we originate. Commercial real estate loans also typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. In addition, if we foreclose on commercial real estate loans, our holding period for the collateral may be longer than for residential property if there are fewer potential purchasers of the collateral. Furthermore, if loans that are collateralized by commercial real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan. Because the repayment of commercial real estate loans depends on the successful management and operation of the borrower’s properties or related businesses, their repayment can be affected by adverse conditions economic conditions and in the local real estate market. A downturn in the real estate market or the local economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of nonperforming loans. As our commercial real estate loan portfolio increases, the corresponding risks and potential for losses from these loans may also increase.

The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy.

A majority of our loans are made to borrowers and secured by collateral within our primary market area. As a result, we face greater risk of loan defaults and losses if there is economic downturn in our primary market area, as adverse economic conditions may have a negative effect on the ability of our borrowers to make timely repayments on their loans. A number of factors, including a return of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans, investments, and collateral securing our loans, and our ongoing operations, costs and profitability. Any of these negative events may result in higher-than-expected loan delinquencies, increase our levels of nonperforming and classified assets, and reduce demand for our products and services, which may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.

If our allowance for credit losses is not sufficient to cover actual credit losses, our earnings could decrease.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for credit losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions or the results of our analyses are incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. In addition, our emphasis on loan growth and on increasing our portfolios of commercial real estate loans and commercial business loans, as well as any future credit deterioration, could require us to increase our allowance for credit losses in the future. Material additions to our allowance would materially decrease our net income. As of June 30, 2025, our allowance for credit losses was $1,099,000.

In addition, our bank regulators and independent auditors periodically review our allowance for credit losses and, as a result of such reviews, we may be required to increase our provision for credit losses or recognize further loan charge-offs. However, regulatory agencies and independent auditors are not directly involved in the process of establishing the allowance for credit losses, as the process is our responsibility and any adjustment of the allowance is the responsibility of our management. Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.

We are subject to environmental liability risk associated with lending activities or properties we own.

In the course of business, we may acquire, through foreclosure, properties securing loans originated or purchased that are in default. Particularly in commercial real estate lending, there is a risk that material environmental violations could be discovered on these properties. In this event, we might be required to remedy these violations at the affected properties at our sole cost and expense. The cost of remedial action could substantially exceed the value of affected properties. We may not have adequate remedies against the

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prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. These events could have an adverse effect on our financial condition and results of operations.

Risks Related to Market Interest Rates

Prevailing high market interest rates have reduced, and may continue to reduce, our profits and asset values.

Net income is the amount by which net interest income and noninterest income exceed noninterest expense and the provision for credit losses. Net interest income makes up a majority of our income and is based on the difference between:

•

the interest income we earn on interest-earning assets, such as loans and securities; and

•

the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

Our interest-bearing liabilities generally have shorter contractual maturities than our interest-earning assets. Furthermore, the rates we earn on our other interest-earning assets and the rates we pay on our interest-bearing liabilities are generally fixed for a contractual period of time. This imbalance can create significant earnings volatility because market interest rates change over time. Generally, in a period of rising interest rates, the interest income we earn on our interest-earning assets may not increase as rapidly as the interest we pay on deposits and other interest-bearing liabilities. Conversely, in a period of declining interest rates, the interest income we earn on our interest-earning assets may decrease more rapidly than the interest we pay on our interest-bearing liabilities, as borrowers prepay mortgage loans and as mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower, prevailing interest rates.

The higher-interest rate environment prevailing since March 2022, when the Federal Open Market Committee voted to increase the federal funds rate multiple times from a range of 0.00% to 0.25% to a range of 5.25% to 5.50% on July 26, 2023, coupled with the inverted interest rate yield curve until recently, has had an adverse effect on our net interest spread. An inverted interest rate yield curve is where short-term interest rates (which are typically the interest rates at which we and other financial institutions borrow funds and incur interest expense) are higher than long-term interest rates (which are typically the rates at which we and other financial institutions lend funds and earn interest income). Our net interest spread increased to 2.90% for the six months ended June 30, 2025, from 2.63% for the six months ended June 30, 2024.

Changes in market interest rates may also negatively affect the value of our assets, including the value of our investment securities available for sale, and ultimately affect our earnings. The value of investment securities available for sale generally decreases when market interest rates rise and generally increase when market interest rates decline. As of June 30, 2025 and December 31, 2024, net unrealized losses on investment securities available for sale were $575,000 and $777,000, respectively,

For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Management of Market Risk.”

Risks Related to Laws and Regulations

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

Pioneer Federal is, and Pioneer State Bank will be, subject to extensive regulation, supervision and examination by the MDOB and the FDIC. PSB Financial will be subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision govern the activities in which an institution and its holding company may engage and is intended primarily for the protection of the federal deposit insurance fund and the depositors of Pioneer State Bank rather than the protection of PSB Financial’s stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the adequacy of the level of our allowance for credit losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations,

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control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

Failure to comply with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with FinCEN. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing any acquisitions or establishing or acquiring new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand.

Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

We are an “emerging growth company,” and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

PSB Financial qualifies as an “emerging growth company” under the JOBS Act. For as long as it continues to be an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to public companies that are not available to emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation. As an emerging growth company, PSB Financial also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors audit our internal control over financial reporting. In addition, as an emerging growth company, we expect to elect to take advantage of the extended transition periods for adopting new or revised financial accounting standards until the date they are required to be adopted by private companies (however, if any new or revised financial accounting standards would not apply to private companies, we would not be able to delay their adoption). Accordingly, our financial statements may not be comparable to those of public companies that adopt new or revised financial accounting standards as of an earlier date. Investors may find our common stock less attractive since we have chosen to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

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We are also a “smaller reporting company,” and even if we no longer qualify as an emerging growth company, any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors.

In addition to qualifying as an emerging growth company, PSB Financial qualifies as a “smaller reporting company” under the federal securities laws. For as long as it continues to be a smaller reporting company, we may choose to take advantage of exemptions from various reporting requirements applicable to public companies that are not available to companies that are not smaller reporting companies, including, but not limited to, reduced financial disclosure obligations and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Risks Related to Economic Conditions

Inflation can have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. While the United States has experienced a relatively low and stable inflation rate since the 1980s, inflation reached record highs in 2021 and 2022 in the wake of the COVID-19 pandemic. The year-over-year inflation rate was 7% at the end of 2021 and 6.5% at the end of 2022. As inflation increases and market interest rates rise, the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses. Our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us or result in decreases in borrowing and deposits.

We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations.

We have relatively few loans outside of our market area. Consequently, we have a greater risk of loan defaults and losses in the event of an economic downturn in our market area, as adverse economic conditions may have a negative effect on the ability of our borrowers to make timely payments of their loans. A return of recessionary conditions, inflationary pressure and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans, investments, and collateral securing our loans, and our ongoing operations, costs and profitability. Any of these negative events may result in higher-than-expected loan delinquencies, increase our levels of nonperforming and classified assets, and reduce demand for our products and services, which may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.

A worsening of economic conditions could reduce demand for our products and services and/or increase our level of nonperforming loans, which could adversely affect our financial condition and results of operations.

Unlike larger financial institutions that are more geographically diversified, our profitability depends primarily on the general economic conditions in our primary market area. A deterioration in local economic conditions could result in any or all of the following consequences, which could have a material adverse effect on our business, financial condition, liquidity and results of operations, and could more negatively affect us compared to financial institutions with a more geographically diverse footprint:

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demand for our products and services may decline;

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loan delinquencies, problem assets and foreclosures may increase;

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collateral for loans, especially real estate, may decline in value, reducing customers’ future borrowing power and the value of assets and collateral associated with existing loans; and

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the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

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Moreover, a significant decline in general economic conditions caused by inflation, recession, tariffs and international trade disputes, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, an epidemic or pandemic, increased unemployment, natural disasters or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing and counterparty relationships. We have exposure to several different counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers, dealers, and other financial institutions. Defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems and losses or defaults by us or by other institutions and organizations. Many of these transactions expose us to credit risk in the event of default of our counterparty. In addition, our credit risk may be exacerbated when the collateral held by us cannot be liquidated or is liquidated at prices insufficient to recover the full amount of the financial instrument exposure due to us. There can be no assurance that any such losses would not materially and adversely affect our financial condition and results of operations.

Risks Related to Our Funding

If we are unable to generate core deposits, we may be required to rely more heavily on wholesale funding strategies for funding and liquidity needs, which could have an adverse effect on our profitability.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been Pioneer Federal’s primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on other interest-earning assets. While we emphasize generating transaction accounts, we cannot guarantee if and when this will occur. Further, the considerable competition for deposits in our market area also has made, and may continue to make, it difficult for us to obtain reasonably priced deposits. Moreover, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return tradeoff. If we are not able to increase our lower-cost transactional deposits at a level necessary to fund our asset growth or deposit outflows, we may be forced to seek other sources of funds, including other certificates of deposit, Federal Home Loan Bank advances, brokered deposits and lines of credit to meet the borrowing and deposit withdrawal requirements of our customers, which may be more expensive and have an adverse effect on our net interest margin and profitability. In addition, if our capital levels fell such that we were no longer considered “well capitalized,” under federal law we would be subject to restrictions on accepting brokered deposits and on paying above-market rates for deposits. Additionally, if, based on a decrease in our tangible equity, the Federal Home Loan Bank of Des Moines were to determine that we have inadequate capital levels, in its discretion, it may limit our ability to utilize Federal Home Loan Bank advances.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. As we continue to grow, we are likely to depend more on these other sources, which may include Federal Home Loan Bank borrowings and brokered deposits, among others. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected. Moreover, if Pioneer State

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Bank at any point ceases to be categorized as “well capitalized” under banking regulations, it would be prohibited from accepting or renewing brokered deposits without FDIC consent.

Risks Related to Competitive Matters

Strong competition within our market area may limit our growth and profitability.

Competition in the banking and financial services industry is intense. We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking firms, financial technology (or “fintech”) companies, and unregulated or less regulated non-bank entities. Many of these competitors are substantially larger than us and have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates and/or more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to successfully compete for business and qualified employees in our market area. The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets. See “Business of Pioneer Federal — Competition.”

Our small size makes it more difficult for us to compete.

Our small asset size makes it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. Our lower earnings may also make it more difficult to offer competitive salaries and benefits. Finally, as a smaller institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations and will be disproportionately affected by the incremental expenses associated with being a publicly traded company.

The grant of bank charters and special purpose charters by the Office of the Comptroller of the Currency to fintech companies could present a market risk to us.

In July 2018, the Office of the Comptroller of the Currency announced that it would begin to accept and evaluate charters for entities that wanted to conduct certain components of a banking business pursuant to a federal charter, known as a special purpose national bank charter. An institution with a special purpose national bank charter may engage in paying checks, lending money and taking deposits. The Office of the Comptroller of the Currency has granted national bank charters to companies that were previously non-bank fintech companies. Recipients of any special purpose national bank charters or bank charters to fintech applicants’ charters may undertake business activities that are competitive with the activities of Pioneer State Bank, which could increase our competition and result in a material adverse effect on our financial condition and results of operations.

Risks Related to Operational Matters

We depend on our management team and other key employees to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

We depend on the services of the members of our management team who direct our strategy and operations, particularly our President and Chief Executive Officer who also currently serves as our principal financial officer. Our management and lending personnel possess substantial expertise, extensive knowledge of our markets and key business relationships. Our loss of these persons, or our inability to hire additional

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qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. See “Management.”

We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. We have established policies and procedures to prevent or limit the impact of system failures, interruptions and security breaches, including privacy breaches and cyber-attacks. Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

If there is a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

Our transition to a new main data processing platform, which is scheduled for 2026, could significantly disrupt the continuity of our banking services including branch, telephone, online and mobile banking.

We are scheduled to transition to a new main data processing platform vendor in 2026. The transition to a new main data processing platform is a complex undertaking, requiring substantial planning and coordination between the bank and its data processing vendors. From time to time, other banks have experienced significant disruptions in the continuity of their banking services including branch, telephone, online and mobile banking as the result of technical problems encountered during the conversion of a core data processing platform to a new platform. Any significant disruption in the continuity of our banking services could have a material adverse effect on our business, financial condition and operating results.

We outsource critical operations to third-party service providers. Systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

We outsource a majority of our data processing requirements to third-party providers. Accordingly, our operations are exposed to the risk that these vendors will not perform according to our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If our third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel, and our third-party service providers may be vulnerable to unauthorized

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access, computer viruses, phishing schemes and other security breaches. We may have to expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities. To our knowledge, the services and programs provided to us by third parties have not experienced any material security breaches. However, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.

Our Board of Directors relies to a large degree on management and outside consultants in overseeing cybersecurity risk management.

Our Board of Directors has appointed an Information Systems Officer, who is largely responsible for overseeing information systems security. We also have an Information Technology Committee to assist in directing the information technology functions of our business. Both the Information Systems Officer and Information Technology Committee provide reports to our Board.

Pioneer Federal also engages outside consultants to support its cybersecurity efforts. The directors of Pioneer Federal do not have formal training or significant experience in cybersecurity risk management in other business entities comparable to Pioneer Federal or to the future businesses of Pioneer State Bank or PSB Financial.

We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key factor in implementing our business strategy is our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents and questionable or fraudulent activities of our customers. Social media may exacerbate the risk of negative publicity, including by amplifying and accelerating the dissemination of rumors and disinformation. The Financial Stability Board, an international body that monitors and makes recommendations about the global financial system, released a report in October 2024 acknowledging the potential for social media to facilitate or accelerate deposit runs through the propagation of information, including rumors or false information. In its report, the Financial Stability Board noted that the repetition of information in social media, which users experience through the re-posting or liking of other people’s posts, can reinforce a message and may make the message more believable. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, all of which could adversely affect our business and operating results.

The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will substantially increase our expenses.

As a result of the completion of the stock offering and conversion, we will become a publicly traded reporting company, meaning that we will be required to file periodic financial reports under the Securities Exchanges Act of 1934, as amended (the “Exchange Act”). The obligations of being a public company, including our periodic reporting obligations, will require significant expenditures and place additional demands on our management team. We will make changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert management’s attention from our operations.

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We are subject to litigation risk, and any pending or potential litigation may have an adverse effect on our business, financial condition and results of operations.

Although we are not a party to any material pending or potential legal proceedings, pending or potential legal proceedings, including class action lawsuits, can pose significant financial and other risks to our organization. Prosecuting or defending against a lawsuit or other legal proceeding is often costly. Legal issues, such as lawsuits, unenforceable contracts, and adverse judgments, can potentially disrupt our operations, potentially materially reduce our earnings, capital and liquidity, and otherwise materially and adversely affect our business, financial condition, results of operations, and reputation.

Acquisition and other growth-driven transactions and initiatives involve execution, financial and other risks.

Although we presently have no definitive plans or agreements to engage in any acquisitions or material growth initiatives, a significant element of our business strategy is to pursue acquisition and growth opportunities that complement our business plan and strategies should they arise. Among the execution risks of acquisitions are failure to identify and compete for acquisition candidates, failure to effectively integrate the operations of an acquired institution with our own, and failure to effectively manage the operations of the larger combined company so as to realize the expected benefits, financial and otherwise, of a transaction. Expansion initiatives involve significant upfront expenses and similar execution risks, including cost overruns, failure to effectively manage expanded operations or to compete in expanded markets so as to realize the expected benefits of such initiatives. From a financial perspective an acquisition could involve significant cash expenditures and/or a material increase in the number of our outstanding shares of common stock, which could materially dilute stockholder value by diluting stockholders’ equity per share and earnings per share. In addition, a portion of the purchase price of an acquisition may likely be allocated to goodwill and other identifiable intangible assets. Under current accounting rules, if goodwill or other identifiable intangible assets becomes impaired, we would be required to incur a non-cash impairment charge which could have a material adverse effect on our earnings, stockholders’ equity, and stock price. Pursuit of acquisitions and material growth initiatives may also disrupt our business by diverting management time and resources away from our daily business operations.

Risks Related to Accounting Matters

Changes in management’s estimates and assumptions may have a material impact on our financial statements and our financial condition or operating results.

In preparing this prospectus, as well as in preparing the periodic reports PSB Financial will be required to file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon the completion of the stock offering and conversion, including PSB Financial’s financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for credit losses and the fair value of financial instruments.

Changes in accounting standards could affect reported earnings.

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the SEC and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our consolidated financial condition and results of operations, in some cases, we could be required to apply new or revised guidance retroactively.

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Risks Related to the Stock Offering

We will have a relatively high capital level after the completion of the stock offering. We expect our return on equity to be low following the stock offering and conversion, which could negatively affect the trading price of our shares of common stock.

Net income divided by average stockholders’ equity, known as “return on equity,” is a ratio many investors use to compare the relative performance of financial institutions. Our return on average equity was 0.81% for the six months ended June 30, 2025, 1.24% for the year ended December 31, 2024 and 1.49% for the year ended December 31, 2023. Our average equity to average assets was 16.41% for the six months ended June 30, 2025, 16.10% for the year ended December 31, 2024, and 15.34% for the year ended December 31, 2023. Our total equity capital was $18.4 million as of June 30, 2025. Assuming the completion of the stock offering and conversion, our pro forma consolidated stockholders’ equity at June 30, 2025 is estimated to be between $25.4 million at the minimum of the offering range and $30.4 million at the adjusted maximum of the offering range. We expect our return on equity to be lower than our peers unless and until we are able to leverage our capital, including the additional capital from the stock offering. Our return on equity also will be negatively affected by added expenses associated with our ESOP and the stock-based benefit plans we intend to adopt after the completion of the stock offering and conversion, as well as the additional costs that we will incur as a publicly traded company, including our periodic reporting obligations. Our ability to increase earnings organically is relatively limited primarily given our small size and the demographics of our market area. Unless and until we can increase our earnings and leverage our capital including the capital raised in the stock offering, we expect that our return on equity will be low, which may have an adverse effect on the trading price of our shares of common stock.

The future price of our shares of common stock may be less than the $10.00 purchase price per share in the stock offering.

If you purchase shares of common stock in the stock offering, you may not be able to sell them at or above the $10.00 purchase price. The aggregate purchase price of the shares of common stock sold in the stock offering is based upon an independent third-party appraisal of the pro forma market value of PSB Financial. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock, and is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. Our aggregate pro forma market value as reflected in the final independent appraisal may exceed the market price of our shares of common stock after the completion of the stock offering and conversion, which may result in our stock trading below the initial offering price of $10.00 per share. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. This is particularly true of stocks with a low trading volume, which we anticipate to be the case for PSB Financial. Price fluctuations in our common stock may be unrelated to our operating performance.

There will be a limited trading market in our common stock, which could hinder your ability to sell our common stock and may lower the market price of the stock.

We have never issued stock and, therefore, there is no current trading market for the shares of common stock. Upon completion of the stock offering and conversion, we expect our common stock will be quoted on the OTCQB Market. We expect that our “public float,” which is the total number of our outstanding shares of common stock less the number of shares held by our ESOP and by our directors and executive officers, and which is used as a measure of shares available for trading, will be relatively low comparable to the holding companies of other community banks of comparable size to Pioneer State Bank. The limited trading market could also result in a wider spread between the “bid” and “ask” prices for the common stock, which could make it more difficult to sell a large number of shares at one time and could mean a sale of a large number of shares at one time could depress the market price.

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You may not be able to sell your shares of common stock until you have received a statement reflecting ownership of shares, which will affect your ability to take advantage of any changes in the stock price immediately following the stock offering.

A statement reflecting ownership of the shares of common stock you purchased in the stock offering may not be delivered to you for several days after the completion of the stock offering and conversion and the commencement of trading in the common stock. Your ability to sell the shares of common stock before receiving your ownership statement will depend on arrangements you may make with a brokerage firm, and you may be unable sell your shares of common stock until you have received your ownership statement. As a result, you may not be able to take advantage of any changes in the price of the common stock price once trading commences following the completion of the stock offering and conversion.

A significant percentage of our common stock will be held by our directors and executive officer and benefit plans.

We expect that our directors and executive officer, together with their associates, will subscribe for 102,700 shares of common stock in the stock offering. In addition, we intend to establish an ESOP that will purchase 8.0% of the shares sold in the stock offering. As a result, upon consummation of the stock offering and conversion, an aggregate up to 184,300 shares, or 18.1%, and 213,100 shares, or 15.4%, of our outstanding common stock would be held by our directors and executive officer and their associates and by our ESOP based on the minimum and maximum of the offering range, respectively. Further, additional shares would be held by management following the implementation of an equity incentive plan, which we intend to implement no earlier than six months following the completion of the stock offering and conversion following the receipt of stockholder approval. The Articles of Incorporation (“Articles”) of PSB Financial permit the Board of Directors to amend or repeal any provision contained in the Articles without shareholder approval unless otherwise required by the Articles or the Maryland General Corporation Law. All rights conferred upon stockholders are granted subject to this reservation. Any amendment or repeal of any provision of the Articles that is required to be or is directed by the Board of Directors to be submitted for consideration and vote by the stockholders must be approved by at least two-thirds (2/3) of all votes entitled to be cast. Certain sections of the Articles contain supermajority voting provisions that require that the holders of at least 80% of PSB Financial’s outstanding shares of voting stock approve any amendments thereto. The Bylaws of PSB Financial may be amended or repealed exclusively by the Board of Directors without stockholder approval. If our directors and executive officer and their associates and benefit plans hold more than 20% of our outstanding common stock following the completion of the stock offering and conversion, the shares held by these individuals and benefit plans could be voted in a manner that would ensure that the 80% supermajority needed to approve such action could not be attained. For more information on the restrictions included in the articles of incorporation and bylaws of PSB Financial, see “Restrictions on Acquisition of PSB Financial.”

We have broad discretion in using the net proceeds of the stock offering. Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.

We intend to contribute between $4.1 million and $5.9 million of the net proceeds of the stock offering (or $6.9 million at the adjusted maximum of the offering range) to Pioneer State Bank. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes. We also expect to use a portion of the net proceeds we retain to fund a loan to our ESOP to purchase shares of common stock in the stock offering. Pioneer State Bank may use the net proceeds it receives to fund new loans, expand its retail banking franchise by establishing or acquiring new branches or for other general corporate purposes. However, except for funding the loan to the ESOP, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have broad discretion in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. Also, certain of these uses, such as establishing or acquiring new branches, will require the approval of our bank regulators. We have not established a timetable for investing the net proceeds, and we cannot predict how long we will require to invest the net proceeds. Accordingly, we may not invest the proceeds in a way that would be most beneficial to PSB Financial, its stockholders or Pioneer State Bank. Our failure to reinvest these funds effectively would reduce our profitability and may adversely affect the value of our common stock. For additional information see “How We Intend to Use the Proceed from the Stock Offering.”

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Our stock-based benefit plans will increase our expenses and reduce our income.

We intend to adopt one or more new stock-based benefit plans after the stock offering and conversion, subject to stockholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants under the new stock-based benefit plans. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors which we cannot predict at this time. If we adopt stock-based benefit plans within 12 months following the stock offering and conversion, the shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4% and 10%, respectively, of the number of shares of our common stock sold in the stock offering. If we adopt stock-based benefit plans more than 12 months after the completion of the stock offering and conversion, we may adopt plans that allow for greater amounts of awards and options and, therefore, we could award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.

Our ESOP intends to purchase 8% of the shares of common stock sold in the stock offering. The estimated cost of acquiring these shares is between $816,000 at the minimum of the offering range and $1.3 million at the adjusted maximum of the offering range, assuming it is able to purchase all such shares in the stock offering. We will record an annual ESOP expense in an amount equal to the fair value of shares of common stock committed to be released to participating employees for that year. If our common stock appreciates in value over time, this compensation expense will increase. For further information, see “Management — Benefits to be Considered Following Completion of the Stock Offering and Conversion.”

We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.

If we adopt stock-based benefit plans more than 12 months following the completion of the stock offering and conversion, then grants of shares of common stock or stock options under our proposed stock-based benefit plans may exceed 4% and 10%, respectively, of the number of shares of common stock sold in the stock offering. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “— Our stock-based benefit plans will increase our expenses and reduce our income.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “— The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.” Although the implementation of stock-based benefit plans would be subject to stockholder approval, the timing of the implementation of such plans will be at the discretion of our Board of Directors.

The implementation of stock-based benefit plans may dilute your ownership interest.

We intend to adopt one or more new stock-based benefit plans following the stock offering and conversion, the implementation of which will require stockholder approval. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plans through open market purchases, stockholders would experience a 10% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options in an amount equal to 9.1% of the number of shares sold in the stock offering, and all such stock options are exercised, and a 3.9% dilution in ownership interest if newly issued shares of our common stock are used to fund shares of restricted common stock in an amount equal to 4% of the number of shares sold in the stock offering. Such dilution would also reduce earnings per share. If we adopt the plans more than 12 months following the stock offering and conversion, new stock-based benefit plans would not be subject to these size limitations and stockholders could experience even greater dilution.

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Our stock value may be negatively affected by applicable regulations that restrict stock repurchases.

Applicable regulations generally restrict us from repurchasing our shares of common stock during the first year following the completion of the stock offering and conversion. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase our shares of common stock during the first year following the stock offering may negatively affect our stock price.

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of our articles of incorporation and bylaws and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of PSB Financial without our Board of Directors’ approval. Under regulations applicable to the conversion, for a period of three years following completion of the conversion, no person may offer to acquire or acquire beneficial ownership of more than 10% of our outstanding shares of common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board and receive the Federal Reserve Board’s non-objection before acquiring control of a bank holding company or a savings and loan holding company. There also are provisions in our articles of incorporation and bylaws that we may use to delay or block a takeover attempt. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors and other factors may make it more difficult for companies or persons to acquire control of PSB Financial without the consent of our Board of Directors and may increase the cost of an acquisition. Taken as a whole, these statutory or regulatory provisions and provisions in our articles of incorporation and bylaws could result in our being less attractive to a potential acquirer and therefore could adversely affect the market price of our common stock. For additional information, see “Restrictions on Acquisition of PSB Financial” and “Management — Benefits to be Considered Following Completion of the Stock Offering and Conversion.”

Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

The articles of incorporation of PSB Financial provide that, unless PSB Financial consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of PSB Financial, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of PSB Financial to PSB Financial or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be conducted in a state or federal court located within the State of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with PSB Financial and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.

You may not revoke your decision to purchase PSB Financial common stock in the subscription offering or in any community offering after you send us your stock order form.

Funds submitted or automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription offering and in any community offering will be held by us until the completion or termination of the stock offering and conversion, including any extension of the expiration date and consummation of any syndicated community offering. Because the completion of the stock offering and conversion will be subject to regulatory approvals and an update of the independent appraisal, among other factors, there may be one or more delays in completing the stock offering and conversion. Orders

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submitted in the subscription offering and in any community offering are irrevocable, and purchasers will have no access to their funds unless the stock offering is terminated, or extended beyond [ ], 2026, or the number of shares to be sold in the stock offering is decreased to fewer than 1,020,000 shares or increased to more than 1,587,000 shares.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted in connection with the stock offering are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination.

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SELECTED FINANCIAL AND OTHER DATA OF PIONEER FEDERAL

The following tables set forth selected historical financial and other data of Pioneer Federal at the dates and for the periods indicated. The information for the six months ended June 30, 2025 and 2024 is not audited but, in the opinion of management, includes all adjustments necessary for a fair presentation. All of these adjustments are normal and recurring. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results of operations that may be expected for the entire year. The information at and for the years ended December 31, 2024 and 2023 is derived in part from, and should be read together with, the audited financial statements and related notes beginning at page F-1 of this prospectus.

				At December 31,
	At June 30, 2025			2024			2023
				(ln thousands)
Selected Financial Condition Data:
Total assets		$	113,259		$	112,109		$	112,728
Cash and cash equivalents			9,199			6,433			10,193
Investment securities available for sale			9,412			9,538			11,304
Investment securities held to maturity			1,850			2,005			2,836
Loans, net			85,132			86,327			81,036
Premises and equipment, net			4,977			5,118			4,715
Federal Home Loan Bank stock			427			428			422
Cash value of bank owned life insurance			754			744			764
Total deposits			85,842			85,090			86,071
Federal Home Loan Bank advances			8,000			8,000			8,000
Total equity capital			18,428			18,154			17,829

	For the Six Months ended June 30,						For the Years Ended December 31,
	2025			2024			2024			2023
				(In thousands)
Selected Operating Data:
Total interest income		$	2,600		$	2,436		$	5,015		$	4,381
Total interest expense			867			864			1,822			1,089
Net interest income			1,733			1,572			3,193			3,292
(Recovery of) provision for credit losses on loans			(105)			—			68			18
(Recovery of) provision for credit losses on unfunded loan commitments			—			—			(39)			17
Net interest income after provision for credit losses			1,838			1,572			3,164			3,257
Total noninterest income			128			414			495			269
Total noninterest expense			1,831			1,722			3,362			3,136
Income before income taxes			135			264			297			390
Income tax expense			9			59			73			133
Net income		$	126		$	205		$	224		$	257

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	At or For the Six Months Ended June 30,				At or For the Years Ended December 31,
	2025		2024		2024		2023
Performance Ratios(1):
Return on average assets		0.23%		0.37%		0.20%		0.23%
Return on average equity		1.37%		2.31%		1.24%		1.49%
Interest rate spread(2)		2.90%		2.63%		2.65%		2.79%
Net interest margin(3)		3.28%		2.99%		3.03%		3.04%
Noninterest expense as a percentage of average assets		3.28%		3.08%		2.99%		2.78%
Efficiency ratio(4)		98.37%		86.69%		91.17%		88.06%
Average interest-earning assets as a percentage of average interest- bearing liabilities		123.26%		121.85%		122.25%		124.52%
Capital Ratios:
Average equity as a percentage of average assets		16.41%		15.87%		16.10%		15.34%
Tier 1 capital as a percentage of average assets		17.01%		16.95%		16.80%		16.42%
Asset Quality Ratios:
Allowance for credit losses as a percentage of total loans		1.27%		1.33%		1.37%		1.38%
Allowance for credit losses as a percentage of nonperforming loans		153.03%		94.68%		70.37%		191.06%
Allowance for credit losses as a percentage of non-accrual loans		986.21%		0.00%		206.53%		0.00%
Non-accrual loans as a percentage of total loans		0.13%		0.00%		0.67%		0.00%
Net recoveries (charge-offs) as a percentage of average outstanding loans		(0.01)%		0.00%		0.00%		0.00%
Nonperforming loans as a percentage of total loans		0.83%		1.40%		1.95%		0.72%
Nonperforming loans as a percentage of total assets		0.63%		1.06%		1.53%		0.53%
Total nonperforming assets as a percentage of total assets		0.63%		1.06%		1.53%		0.53%
Other Ratios:
Total loans as a percentage of total deposits		100.91%		99.59%		103.35%		95.92%
Other Data:
Number of offices		2		2		2		2
Number of full-time employees		21		20		20		20
Number of part-time employees		0		0		1		0

(1)

Performance ratios for the six months ended June 30, 2025 and 2024 are annualized.

(2)

Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3)

Represents net interest income as a percentage of average interest-earning assets.

(4)

Represents noninterest expenses divided by the sum of net interest income and noninterest income.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of 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. These forward-looking statements include, but are not limited to:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans, prospects, growth and operating strategies;

•

statements regarding the quality of our loan and investment portfolios; and

•

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

•

general economic conditions, either nationally or in our market areas, which are worse than expected including as a result of employment levels and labor shortages, and the effects of inflation, a potential recession or slowing of economic growth;

•

inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments, our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and will make in the future;

•

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;

•

our ability to access cost-effective funding;

•

our ability to maintain adequate liquidity, primarily through deposits;

•

fluctuations in real estate values and in the conditions of the residential real estate and commercial real estate markets;

•

demand for loans and deposits in our market area;

•

our ability to implement and change our business strategies, and the expense related to such implementation;

•

increased competition among depository and other banking and non-banking institutions;

•

adverse changes in the securities markets;

•

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, capital requirements and insurance premiums;

•

changes in the quality or composition of our loan or investment portfolios;

•

technological changes that may be more difficult, resources intensive or expensive than expected;

•

the inability of third-party providers to perform as expected;

•

a failure or breach of our operational or information security systems or infrastructure, including cyberattacks;

•

our ability to manage market risk, credit risk and operational risk;

•

our ability to efficiently and successfully enter new markets and capitalize on growth opportunities;

•

changes in consumer spending, borrowing and savings habits;

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•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the SEC or the Public Company Accounting Oversight Board;

•

our ability to retain key employees; and

•

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See “Risk Factors” beginning on page 14 of this prospectus.

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HOW WE INTEND TO USE THE PROCEEDS FROM THE STOCK OFFERING

Although we cannot determine what the actual net proceeds from the sale of the shares of common stock in the stock offering will be until the stock offering is completed, we anticipate that the net proceeds will be between $8.2 million and $11.8 million, or $13.9 million if the offering range is increased by 15%.

We intend to distribute the net proceeds as follows:

	Based Upon the Sale of $10.00 Per Share of:
	1,020,000 Shares					1,200,000 Shares					1,380,000 Shares					1,587,000 Shares(1)
	Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds
Offering proceeds		$	10,200,000				$	12,000,000				$	13,800,000				$	15,870,000
Less: offering expenses			2,000,000					2,000,000					2,000,000					2,000,000
Net offering proceeds(2)		$	8,200,000				$	10,000,000				$	11,800,000				$	13,870,000
Distribution of net proceeds:
To Pioneer State Bank		$	4,100,000		50.00%		$	5,000,000		50.00%		$	5,900,000		50.00%		$	6,935,000		50.00%
To fund loan to ESOP			816,000		10.00%			960,000		9.60%			1,104,000		9.40%			1,270,000		9.20%
Retained by PSB Financial		$	3,284,000		40.00%		$	4,040,000		40.40%		$	4,796,000		40.60%		$	5,665,000		40.80%

(1)

As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the stock offering.

(2)

Assumes that all shares of common stock are sold in the subscription offering and any community offering.

Payments for shares of common stock made through withdrawals from deposit accounts at Pioneer Federal will not result in the receipt of new funds for investment but will reduce Pioneer Federal’s deposits. The net proceeds may vary because total offering expenses may be more or less than our estimates. For example, our expenses would increase if there were a syndicated community offering to sell shares of common stock not purchased in the subscription offering and any community offering.

PSB Financial intends to loan funds to the ESOP to purchase shares of common stock in the stock offering. It may also use the proceeds it retains from the stock offering:

•

to invest in securities consistent with our investment policy;

•

to repurchase shares of its common stock, in compliance with applicable regulatory requirements;

•

to pay cash dividends to stockholders, if declared by our Board of Directors; and

•

for other general corporate purposes.

Except for the loan to the ESOP, PSB Financial has not quantified its plans for use of the net proceeds of the stock offering for each of the foregoing purposes. Initially, we intend to invest a substantial portion of the net proceeds in investment grade securities, including securities issued by U.S. Government agencies and mortgage-backed securities issued by U.S. Government agencies and U.S. Government-sponsored enterprises.

See “Our Dividend Policy” for a discussion of our expected dividend policy. Under applicable federal regulations, we may not repurchase shares of our common stock during the first year following the completion of the stock offering and conversion, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund management recognition plans (which would require notification to the FDIC) or tax-qualified employee stock benefit plans.

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Pioneer State Bank will receive a capital contribution from PSB Financial equal to at least 50% of the net offering proceeds. Assuming a capital contribution of 50%, we anticipate that PSB Financial will contribute to Pioneer Federal $4.1 million, $5.0 million, $5.9 million and $6.9 million of the net offering proceeds at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively.

Pioneer State Bank may use the net proceeds it receives from the stock offering:

•

to fund new loans;

•

to invest in securities consistent with its investment policy;

•

to enhance existing products and services;

•

to expand its banking franchise by establishing or acquiring new branches as opportunities arise, although we do not currently have any understandings or agreements to establish or acquire new branches; and

•

for other general corporate purposes.

Pioneer State Bank has not quantified its plans for use of the net proceeds of the stock offering for each of the foregoing purposes. Initially, a substantial portion of the net proceeds will be invested in securities issued by U.S. Government agencies and mortgage-backed securities issued by U.S. Government agencies and U.S. Government-sponsored enterprises. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of opportunities to expand our operations through establishing or acquiring new branches, our ability to receive regulatory approval for any such expansion activities, and overall market conditions.

We expect our return on equity to decrease upon the completion of the stock offering and conversion until we are able to reinvest effectively the additional capital raised in the stock offering. See “Risk Factors — Risks Related to the Stock Offering — Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.”

OUR DIVIDEND POLICY

Following completion of the stock offering and conversion, our Board of Directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the payment of dividends. In determining whether to pay a cash dividend and the amount of such cash dividend, the Board of Directors is expected to take into account a number of factors, including capital requirements, our financial condition and results of operations, other uses of funds for the long-term value of stockholders, tax considerations, statutory and regulatory limitations and general economic conditions. We cannot assure you that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by regulations and policies of the Federal Reserve Board, MDOB and FDIC, may be paid in addition to, or in lieu of, regular cash dividends.

PSB Financial expects to file a consolidated federal income tax return with Pioneer Federal. Accordingly, it is anticipated that any cash distributions that we make to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state income tax purposes. Additionally, in accordance with applicable federal regulations, during the three-year period following the stock offering, we will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

PSB Financial’s articles of incorporation authorized the issuance of preferred stock. No shares of preferred stock will be issued in the stock offering and conversion. If we issue preferred stock in the future, which the Board of Directors is authorized to do without further action by our stockholders, the holders of preferred stock may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock of PSB Financial — Common Stock.” Any dividends we may declare and pay will depend, in part, upon receipt of dividends from Pioneer State Bank, because

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dividends from Pioneer State Bank will be our primary source of income. Applicable federal regulations impose limitations on dividends and other capital distributions by savings institutions like Pioneer State Bank. See “Regulation and Supervision — Federal Banking Regulation — Capital Distributions.”

Any payment of dividends by Pioneer State Bank to PSB Financial that would be deemed to be drawn out of Pioneer State Bank’s bad debt reserves, if any, would require Pioneer State Bank to pay taxes at the then-current tax rate on the amount of earnings deemed to be removed from the reserves for such distribution. Pioneer State Bank does not intend to make any distribution to us that would create such a federal tax liability. See “Taxation.”

MARKET FOR THE COMMON STOCK

PSB Financial is a newly formed company and has never issued capital stock. All of the issued and outstanding stock of Pioneer State Bank will be owned by PSB Financial. PSB Financial expects that its common stock will be quoted on the OTCQB Market operated by OTC Markets Group upon the completion of the stock offering and conversion. KBW intends to make a market in PSB Financial’s common stock, but is not obligated to do so.

The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Furthermore, we cannot assure you that, if you purchase shares of common stock, you will be able to sell them at or above $10.00 per share purchase price. Purchasers of common stock in this stock offering should have long-term investment intent and should recognize that we anticipate that our “public float,” which is the total number of our outstanding shares of common stock less the number of shares held by our ESOP and by our directors and executive officer, and which is used as a measure of shares available for trading, will be relatively low comparable to the holding companies of other community banks of comparable size to Pioneer State Bank. This may make it difficult to sell the common stock after the stock offering and may have an adverse impact on the price at which the common stock can be sold.

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

As of June 30, 2025, Pioneer Federal exceeded all of the applicable regulatory capital requirements and was considered “well capitalized.” At June 30, 2025, Pioneer Federal had opted in, and was in compliance with, the community bank leverage ratio framework. The following table sets forth the historical equity capital and regulatory capital of Pioneer Federal at June 30, 2025, and its pro forma equity capital and regulatory capital after giving effect to the sale of shares of common stock at $10.00 per share. The table assumes Pioneer State Bank receives from PSB Financial $4.1 million, $5.0 million, $5.9 million and $6.9 million at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively. See “How We Intend to Use the Proceeds from the Stock Offering.”

						Pioneer Federal Pro Forma at June 30, 2025 Based Upon the Sale in the Stock Offering of:(1)
	Pioneer Federal at June 30, 2025					Minimum					Midpoint					Maximum					Adj. Maximum
	Pioneer Federal at June 30, 2025					1,020,000 Shares					1,200,000 Shares					1,380,000 Shares					1,587,000 Shares(2)
	Amount			Percent of Assets		Amount			Percent of Assets		Amount			Percent of Assets		Amount			Percent of Assets		Amount			Percent of Assets
	(Dollars in thousands)
Total equity capital		$	18,428		16.27%		$	21,304		18.22%		$	21,988		18.67%		$	22,672		19.12%		$	23,458		19.62%
Tier 1 leverage capital(3)		$	19,003		17.00%		$	21,879		18.95%		$	22,563		19.40%		$	23,247		19.85%		$	24,033		20.35%
Tier 1 leverage capital requirement			5,589		5.00%			5,773		5.00%			5,815		5.00%			5,856		5.00%			5,904		5.00%
Excess		$	13,414		12.00%		$	16,106		13.95%		$	16,748		14.40%		$	17,391		14.85%		$	18,129		15.35%
Reconciliation of capital infused into Pioneer Federal:
Proceeds to Pioneer State Bank							$	4,100				$	5,000				$	5,900				$	6,935
Less: Common stock acquired by ESOP								(816)					(960)					(1,104)					(1,270)
Less: Common stock acquired by stock-based incentive plan								(408)					(480)					(552)					(635)
Pro forma increase							$	2,876				$	3,560				$	4,244				$	5,030

(1)

Pro forma capital levels assume that the ESOP purchases 8% of the shares of common stock sold in the stock offering with funds to be lent by PSB Financial and that the stock-based equity plan purchases 4% of the number of shares of common stock sold in the stock offering for restricted stock awards. Pro forma capital calculated under U.S. generally accepted accounting principles (“GAAP”) and regulatory capital have been reduced by the amount required to fund these plans. See “Management” for a discussion of the ESOP. The grant of options under the stock-based incentive plan does not require a capital funding adjustment. No effect has been given to the issuance of additional shares of PSB Financial common stock pursuant to the exercise of options under a stock-based benefit plan.

(2)

As adjusted to give effect to an increase in the number of shares which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the stock offering.

(3)

Tier 1 leverage capital levels are shown as a percentage of total average assets.

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CAPITALIZATION

The following table presents the historical capitalization of Pioneer Federal at June 30, 2025 and the pro forma consolidated capitalization of PSB Financial at the same date after giving effect to the stock offering and conversion, based upon the assumptions set forth under the section entitled “Pro Forma Data.”

				PSB Financial Pro Forma at June 30, 2025 Based on the Sale in the Stock Offering at $10.00 per Share of:
	Pioneer Federal at June 30, 2025			1,020,000 Shares			1,200,000 Shares			1,380,000 Shares			1,587,000 Shares(1)
	(Dollars in thousands, except per share amounts)
Deposits(2)		$	85,842		$	85,842		$	85,842		$	85,842		$	85,842
Borrowings			8,000			8,000			8,000			8,000			8,000
Total deposits and borrowings		$	93,842		$	93,842		$	93,842		$	93,842		$	93,842
Stockholders’ equity:
Preferred stock, $0.01 par value, 500,000 shares authorized		$	—		$	—		$	—		$	—		$	—
Common stock, $0.01 par value, 5,000,000 shares authorized; shares to be issued as shown(3)			—			10			12			14			16
Additional paid-in capital(4)			—			8,190			9,988			11,786			13,854
Retained earnings(5)			18,733			18,733			18,733			18,733			18,733
Accumulated other comprehensive income (loss)			(305)			(305)			(305)			(305)			(305)
Less:
Common stock held by ESOP(6)			—			(816)			(960)			(1,104)			(1,270)
Common stock to be acquired by stock-based benefit plan(7)			—			(408)			(480)			(552)			(635)
Total stockholders’ equity		$	18,428		$	25,404		$	26,988			28,572		$	30,393
Pro Forma Shares Outstanding:
Shares sold in stock offering			—			1,020,000			1,200,000			1,380,000			1,587,000
Total shares outstanding			—			1,020,000			1,200,000			1,380,000			1,587,000
Total stockholders’ equity as a percentage of total assets(2)			16.27%			21.13%			22.15%			23.15%			24.27%
Tangible equity as a percentage of tangible assets(2)			16.27%			21.13%			22.15%			23.15%			24.27%

(1)

As adjusted to give effect to an increase in the number of shares of common stock that could occur due to a 15% increase in the offering range to reflect demand for shares or changes in market conditions following the commencement of the subscription and community offerings.

(2)

Does not reflect withdrawals from deposit accounts for the purchase of shares of common stock in the stock offering and conversion. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals.

(3)

No effect has been given to the issuance of additional shares of PSB Financial common stock pursuant to the exercise of options under a stock-based benefit plan. If the plan is implemented within the first year after the closing of the stock offering and conversion, an amount up to 10% of the number of shares of PSB Financial common stock sold in the stock offering will be reserved for issuance upon the

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exercise of options under the plan. The grant of options under the stock-based benefit plan does not require a capital funding adjustment.

(4)

On a pro forma basis, common stock and additional paid-in capital have been revised to reflect the number of shares of PSB Financial common stock to be outstanding.

(5)

The retained earnings of Pioneer State Bank will be substantially restricted after the stock offering and conversion. See “The Stock Offering and Conversion — Liquidation Rights” and “Regulation and Supervision.”

(6)

Assumes that 8% of the shares sold in the stock offering will be acquired by the ESOP and will be financed by a loan from PSB Financial. The loan will be repaid principally from Pioneer State Bank’s contributions to the ESOP. Since PSB Financial will lend the funds to the ESOP, this debt will be eliminated through consolidation and no liability will be reflected on PSB Financial’s financial statements. Accordingly, the amount of shares of common stock acquired by the ESOP is shown in this table as a reduction of total stockholders’ equity.

(7)

If approved by PSB Financial’s stockholders, a stock-based benefit plan may purchase an aggregate number of shares of common stock equal to 4% of the number of shares of common stock sold in the stock offering (or possibly a greater percentage it the plan is implemented more than one year after completion of the stock offering and conversion, or a lesser percentage if Pioneer State Bank were to have a Tier 1 leverage ratio of less than 10.0% within one year of the completion of the stock offering and conversion). Stockholder approval of the stock-based benefit plan, and purchases by the plan, may not occur earlier than six months after the completion of the stock offering and conversion. The shares may be acquired directly from PSB Financial or through open market purchases. The funds to be used by the stock-based benefit plans to purchase the shares will be provided by PSB Financial. Assumes a number of shares of common stock equal to 4% of the number of shares of common stock sold in the stock offering are available for grant under a stock-based benefit plan will be purchased in the open market by PSB Financial. The dollar amount of common stock to be purchased is based on the $10.00 per share offering price in the stock offering and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the uttering price. As PSB Financial accrues compensation expense to reflect the vesting of shares pursuant to the stock-based benefit plan, the credit to equity will be offset by a charge to noninterest expense.

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PRO FORMA DATA

The following tables summarize historical data of Pioneer Federal and pro forma data of PSB Financial at and for the six months ended June 30, 2025 and at and for the year ended December 31, 2024. This information is based on assumptions set forth below and in the footnotes to the table, and should not be used as a basis for projections of the market value of the shares of PSB Financial common stock following the stock offering and conversion.

The net proceeds in the tables are based upon the following assumptions:

•

all shares of common stock will be sold in the subscription offering and any community offering;

•

our ESOP will purchase 8% of the shares of common stock sold in the stock offering, funded by a loan from PSB Financial. The loan will be repaid in substantially equal payments of principal and interest (at the applicable federal rate then currently in effect) over a 25-year period; and

•

estimated expenses of the stock offering, including fees and expenses to be paid to KBW, are $2.0 million.

Pro forma earnings on net proceeds for the six months ended June 30, 2025 and the year ended December 31, 2024 have been calculated assuming the stock has been sold at the beginning of the period and the net proceeds have been invested at a yield of 3.79% and 4.38%, which is the yield on the five-year U.S. Treasury Note rate as of June 30, 2025 and December 31, 2024, respectively. In light of current market interest rates, we consider this rate to reflect the pro forma reinvestment rate more accurately than the arithmetic average of the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate generally required by federal regulations. The pro forma after-tax yield on the net offering proceeds is assumed to be 2.74% and 3.16% as of June 30, 2025 and December 31, 2024, respectively, based on an effective tax rate of 27.75%.

We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of consolidated net income and stockholders’ equity by the indicated number of shares of common stock. We adjusted the earnings figures to give effect to the shares of common stock purchased by the ESOP. We computed per share amounts for each period as if the shares of common stock were outstanding at the beginning of the period, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.

The pro forma tables give effect to the implementation of a stock-based benefit plan. Subject to the receipt of stockholder approval, we have assumed that the stock-based benefit plan will acquire for restricted stock awards a number of shares of common stock equal to 4% of the number of shares of common stock sold in the stock offering at the same price for which they were sold in the stock offering. We assume that shares of common stock are granted under the plan in awards that vest over a five-year period.

We have also assumed that the stock-based benefit plan will grant options to acquire shares of common stock equal to 10% of our outstanding shares of common stock. In preparing the table below, we assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options have a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $4.90 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model assumed an estimated volatility rate of 28.65% for the shares of common stock, a dividend yield of zero percent, an expected option life of 10 years, and a risk-free interest rate of 4.24%. Finally, we assumed that 25% of the stock options were non-qualified options granted to directors, resulting in a tax benefit (at an assumed tax rate of 27.5%) for a deduction equal to the grant date fair value of the options.

We may reserve shares for the exercise of stock options and the grant of stock awards under a stock-based benefit plan in excess of 10% and 4%, respectively, of our total outstanding shares if the stock-based benefit plan is adopted more than one year following the stock offering and conversion. In addition, we may grant options and award shares that vest more rapidly than over a five-year period if the stock-based benefit plan is adopted more than one year following the stock offering and conversion.

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As discussed under “How We Intend to Use the Proceeds from the Stock Offering,” PSB Financial intends to contribute to Pioneer Federal $4.1 million, $5.0 million, $5.9 million and $6.9 million of the net offering proceeds at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively. PSB Financial will retain the remainder of the net offering proceeds and use a portion to make a loan to the ESOP and retain the remainder for future use.

The pro forma table does not give effect to: (i) withdrawals from deposit accounts at Pioneer Federal to purchase shares of common stock in the stock offering: (ii) Pioneer Federal’s results of operations after the stock offering and conversion; or (iii) changes in the market price of the shares of common stock after the stock offering and conversion.

The following pro forma information may not represent the financial effects of the stock offering and conversion at the date on which the stock offering and conversion actually occurs and you should not use the table to indicate future results of operations. Pro forma stockholders’ equity represents the difference between the stated amount of our assets and liabilities, computed according to GAAP. We did not increase or decrease stockholders’ equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Pro forma stockholders’ equity does not give effect to the impact of intangible assets, bad debt reserve or the liquidation account we will establish in connection with the stock offering and conversion in the unlikely event we are liquidated.

	At or for the Six Months Ended June 30, 2025 Based on the Sale at $10.00 Per Share of:
	Minimum 1,020,000 Shares			Midpoint 1,200,000 Shares			Maximum 1,380,000 Shares			Adjusted Maximum 1,587,000 Shares(1)
	(Dollars in thousands, except per share amounts)
Gross offering proceeds		$	10,200		$	12,000		$	13,800		$	15,870
Less: Estimated expenses			(2,000)			(2,000)			(2,000)			(2,000)
Estimated net proceeds			8,200			10,000			11,800			13,870
Less: Common stock acquired by ESOP(2)			(816)			(960)			(1,104)			(1,270)
Less: Common stock acquired by stock-based benefit plans(3)			(408)			(480)			(552)			(635)
Estimated net proceeds		$	6,976		$	8,560		$	10,144		$	11,965
For the Six Months Ended June 30, 2025
Consolidated net income:
Historical		$	126		$	126		$	126		$	126
Pro forma adjustments:
Income on adjusted net proceeds			96			117			139			164
ESOP(2)			(12)			(14)			(16)			(18)
Stock awards(4)			(29)			(35)			(40)			(46)
Stock options(4)			(47)			(55)			(63)			(72)
Pro forma net income		$	134		$	139		$	146		$	154
Income per share:
Historical		$	0.13		$	0.11		$	0.10		$	0.09
Pro forma adjustments:
Income on adjusted net proceeds			0.10			0.11			0.11			0.11
ESOP(2)			(0.01)			(0.01)			(0.01)			(0.01)
Stock awards(3)			(0.03)			(0.03)			(0.03)			(0.03)
Stock options(4)			(0.05)			(0.05)			(0.05)			(0.05)
Pro forma earnings per share		$	0.14		$	0.13		$	0.12		$	0.11

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	At or for the Six Months Ended June 30, 2025 Based on the Sale at $10.00 Per Share of:
	Minimum 1,020,000 Shares			Midpoint 1,200,000 Shares			Maximum 1,380,000 Shares			Adjusted Maximum 1,587,000 Shares(1)
	(Dollars in thousands, except per share amounts)
Offering price to pro forma net earnings per share (Offering Price to annualized pro forma EPS)			35.71x			38.46x			41.67x			45.45x
Number of shares used in earnings per share calculations			940,032			1,105,920			1,271,808			1,462,579
At June 30, 2025
Stockholders’ equity:
Historical		$	18,428		$	18,428		$	18,428		$	18,428
Estimated net proceeds			8,200			10,000			11,800			13,870
Less: Common stock acquired by ESOP(2)			(816)			(960)			(1,104)			(1,270)
Less: Common stock acquired by stock-based benefit plans(3)			(408)			(480)			(552)			(635)
Pro forma stockholders’ equity(5)		$	25,404		$	26,988		$	28,572		$	30,393
Pro forma tangible stockholders’ equity(5)		$	25,404		$	26,988		$	28,572		$	30,393
Stockholders’ equity per share:
Historical		$	18.07		$	15.36		$	13.35		$	11.61
Estimated net proceeds			8.04			8.33			8.55			8.74
Less: Common stock acquired by ESOP(2)			(0.80)			(0.80)			(0.80)			(0.80)
Less: Common stock acquired by stock-based benefit plans(3)			(0.40)			(0.40)			(0.40)			(0.40)
Pro forma stockholders’ equity per share(5)		$	24.91		$	22.49		$	20.70		$	19.15
Pro forma tangible stockholders’ equity per share(5)		$	24.91		$	22.49		$	20.70		$	19.15
Offering price as percentage of pro forma stockholders’ equity per Share (Pro Forma price to book value)			40.14%			44.46%			48.31%			52.22%
Offering price as percentage of pro torma tangible stockholders’ equity per share (Pro forma price to tangible book value)			40.14%			44.46%			48.31%			52.22%
Number of shares outstanding for pro forma book value per share Calculations			1,020,000			1,200,000			1,380,000			1,587,000

	At or for the Year Ended December 31, 2024 Based on the Sale at $10.00 Per Share of:
	Minimum 1,020,000 Shares			Midpoint 1,200,000 Shares			Maximum 1,380,000 Shares			Adjusted Maximum 1,587,000 Shares(1)
	(Dollars in thousands, except per share amounts)
Gross offering proceeds		$	10,200		$	12,000		$	13,800		$	15,870
Less: Estimated expenses			(2,000)			(2,000)			(2,000)			(2,000)
Estimated net proceeds			8,200			10,000			11,800			13,870
Less: Common stock acquired by ESOP(2)			(816)			(960)			(1,104)			(1,270)
Less: Common stock acquired by stock-based benefit plans(3)			(408)			(480)			(552)			(635)

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	At or for the Year Ended December 31, 2024 Based on the Sale at $10.00 Per Share of:
	Minimum 1,020,000 Shares			Midpoint 1,200,000 Shares			Maximum 1,380,000 Shares			Adjusted Maximum 1,587,000 Shares(1)
	(Dollars in thousands, except per share amounts)
Estimated net proceeds, as adjusted		$	6,976		$	8,560		$	10,144		$	11,965
For the Year Ended December 31, 2024
Consolidated net income:
Historical		$	224		$	224		$	224		$	224
Pro forma adjustments:
Income on adjusted net proceeds			221			271			321			379
ESOP(2)			(24)			(28)			(32)			(37)
Stock awards(3)			(59)			(69)			(80)			(92)
Stock options(4)			(93)			(109)			(126)			(145)
Pro forma net income		$	269		$	289		$	307		$	329
Income per share:
Historical		$	0.24		$	0.20		$	0.18		$	0.15
Pro forma adjustments:
Income on adjusted net proceeds			0.24			0.25			0.25			0.26
ESOP(2)			(0.03)			(0.03)			(0.03)			(0.03)
Stock awards(3)			(0.06)			(0.06)			(0.06)			(0.06)
Stock options(4)			(0.10)			(0.10)			(0.10)			(0.10)
Pro forma earnings per share		$	0.29		$	0.26		$	0.24		$	0.22
Offering price to pro forma net earnings per share			34.48x			38.46x			41.67x			45.45x
Number of shares used in earnings per share calculations			941,664			1,107,840			1,274,016			1,465,118
At December 31, 2024
Stockholders’ equity:
Historical		$	18,154		$	18,154		$	18,154		$	18,154
Estimated net proceeds			8,200			10,000			11,800			13,870
Less: Common stock acquired by ESOP(2)			(816)			(960)			(1,104)			(1,270)
Less: Common stock acquired by stock-based benefit plans(3)			(408)			(480)			(552)			(635)
Pro forma stockholders’ equity(5)		$	25,130		$	26,714		$	28,298		$	30,119
Pro forma tangible stockholders’ equity(5)		$	25,130		$	26,714		$	28,298		$	30,119
Stockholders’ equity per share:
Historical		$	17.80		$	15.13		$	13.16		$	11.44
Estimated net proceeds			8.04			8.33			8.55			8.74
Less: Common stock acquired by ESOP(2)			(0.80)			(0.80)			(0.80)			(0.80)
Less: Common stock acquired by stock-based benefit plans(3)			(0.40)			(0.40)			(0.40)			(0.40)

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	At or for the Year Ended December 31, 2024 Based on the Sale at $10.00 Per Share of:
	Minimum 1,020,000 Shares			Midpoint 1,200,000 Shares			Maximum 1,380,000 Shares			Adjusted Maximum 1,587,000 Shares(1)
	(Dollars in thousands, except per share amounts)
Pro forma stockholders’ equity per share(5)		$	24.64		$	22.26		$	20.51		$	18.98
Pro forma tangible stockholders’ equity per share(5)		$	24.64		$	22.26		$	20.51		$	18.98
Offering price as percentage of pro forma stockholders’ equity per Share (Pro forma price to book value)			40.58%			44.92%			48.76%			52.69%
Offering price as percentage of pro torma tangible stockholders’ equity per share (Pro forma price to tangible book value)			40.58%			44.92%			48.76%			52.69%
Number of shares outstanding for pro forma book value per share Calculations			1,020,000			1,200,000			1,380,000			1,587,000

(1)

(2)

Assumes that the ESOP will purchase 8% of the shares of common stock sold in the stock offering. For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the ESOP from PSB Financial. Pioneer State Bank intends to make annual contributions to the ESOP in an amount at least equal to the required principal and interest payments on the debt. Pioneer State Bank’s total annual payments on the ESOP debt are based upon 25 equal annual installments of principal and interest. Financial Accounting Standards Board Accounting Standards Codification 718-40. “Employers’ Accounting for Employee Stock Ownership Plans” (“ASC 718-40”) requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Pioneer State Bank, the fair value of the common stock remains equal to the subscription price and the ESOP expense reflects an effective tax rate of 27.75%. The unallocated shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the ESOP. The pro forma net income for the six months ended June 30, 2025 assumes that 1,632, 1,920, 2,208 and 2,539 shares were committed to be released during the period at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively. The pro forma net income for the year ended December 31, 2024 assumes that 3,264, 3,840, 4,416 and 5,078 shares were committed to be released during the period at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively. According to ASC 718-40, only the shares committed to be released during the period were considered outstanding for purposes of income per share calculations.

(3)

If approved by PSB Financial’s stockholders, a stock-based benefit plan may purchase an aggregate number of shares of common stock equal to 4% of the number of shares sold in the stock offering (or possibly a greater percentage if the plan is implemented more than one year after completion of the stock offering and conversion, or a lesser percentage if Pioneer State Bank were to have a Tier 1 leverage ratio of less than 10.0% within one year of the completion of the stock offering and conversion). Stockholder approval of the stock-based benefit plan, and purchases by the plan, may not occur earlier than six months after the completion of the stock offering and conversion. The shares may be acquired directly from PSB Financial or through open market purchases. The funds to be used by the stock-based benefit plans to purchase the shares will be provided by PSB Financial. The table assumes that

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(i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 20% of the amount contributed to the stock-based benefit plan is amortized as an expense during the period, and (iii) the stock-based benefit plan expense reflects an effective tax rate of 27.75%. Assuming stockholder approval of the stock-based benefit plan and that shares of common stock equal to 4% of the number of shares sold in the stock offering are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 3.85%.

(4)

If approved by PSB Financial’s stockholders, a stock-based benefit plan may grant options to acquire an aggregate number of shares of common stock equal to 10% of the number of shares to be sold in the stock offering (or possibly a greater percentage if the plan is implemented more than one year after completion of the stock offering and conversion). Stockholder approval of the stock-based benefit plan may not occur earlier than six months after the completion of the stock offering and conversion. In calculating the pro forma effect of the stock options to be granted under a stock-based benefit plan, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $4.90 for each option, and the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options. The actual expense of the stock options to be granted under the stock-based benefit plan will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted. Under the above assumptions, the adoption of the stock-based benefit plan will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the offering price of $10.00 per share. If a portion of the shares to satisfy the exercise of options under the stock-based benefit plans is obtained from the issuance of authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. Assuming stockholder approval of the stock-based benefit plan and that shares of common stock used to fund stock options (equal to 10% of the number of shares sold in the stock offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 9.09%

(5)

The retained earnings of Pioneer State Bank will be substantially restricted after the conversion. See “Our Dividend Policy,” “The Stock Offering and Conversion — Liquidation Rights” and “Regulation and Supervision.” The number of shares used to calculate pro forma stockholders’ equity per share is equal to the total number of shares to be outstanding upon completion of the stock offering and conversion.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis reflects our financial statements and other relevant statistical data and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the financial statements, which appear beginning on page F-1 of this prospectus. You should read the information in this section in conjunction with the business and financial information regarding PSB Financial provided in this prospectus.

Overview

After the completion of the conversion and stock offering, PSB Financial will conduct its operations primarily through Pioneer State Bank, the stock-bank successor to Pioneer Federal. Pioneer Federal’s business consists primarily of accepting deposits from the general public and investing those deposits, together with funds generated from operations, in residential real estate loans and, to a lesser extent, commercial real estate loans, construction and land development loans, commercial loans, home equity loans and lines of credit, and consumer loans. We also invest in securities, which have historically consisted primarily of U.S. government and agency securities, mortgage-backed securities and obligations issued by U.S. government sponsored enterprises, and state and municipal securities. We offer a variety of deposit accounts including checking accounts, savings accounts, money market accounts and certificate of deposit accounts. Pioneer Federal is subject to comprehensive regulation and examination by the FDIC. Pioneer State Bank will in all material respects be the same bank as Pioneer Federal, subject to comprehensive regulation and examination by the FDIC.

Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for credit losses, noninterest income and noninterest expense. Noninterest income currently consists primarily of service charges on deposit accounts, other service charges and fees, and income from bank owned life insurance. Noninterest expense currently consists primarily of expenses related to salaries and employee benefits, occupancy and equipment, data processing, contract services, director fees, FDIC deposit insurance premiums, and other expenses.

We invest in bank owned life insurance to provide us with a funding source to offset some costs of our benefit plan obligations. Bank owned life insurance provides us with noninterest income that is nontaxable. Federal regulations generally limit our investment in bank owned life insurance to 25% of our Tier 1 capital plus our allowance for credit losses. At June 30, 2025, our investment in bank owned life insurance was $754,000, which was within this investment limit.

Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

Business Strategy

Our principal objective is to build long-term value for our stockholders and positively impact our communities, customers and employees by operating a strong and trusted community savings association focused on serving our regional market area. Highlights of our current business strategy, which represents the business strategy that we will continue following the conversion as Pioneer State Bank, include:

•

Continuing to focus on originating fixed-rate one- to four-family residential mortgage loans and residential construction/permanent loans for retention in the loan portfolio;

•

Managing credit risk to maintain an acceptably low level of nonperforming assets, representing a continuation of our historical ability to minimize nonperforming assets by employing experienced

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credit professionals, having well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring;

•

Continuing efforts to grow low-cost “core” deposits, which also can be expected to provide additional fee income;

•

Remaining a community-oriented institution and relying on high quality service to maintain and build our local customer base;

•

Anticipated Increase in Noninterest Expense

Following the completion of the conversion and stock offering, our noninterest expense is expected to increase because of the increased costs associated with operating as a public company and the increased compensation expenses associated with the purchase of shares of common stock by our employee stock ownership plan and the possible implementation of a stock-based benefit plan, if approved by our stockholders, no earlier than six months after the completion of the conversion and stock offering. See “Summary — Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion and Stock Offering;” “Risk Factors — Risks Related to the Stock Offering — Our stock-based benefit plans will increase our expenses and reduce our income;” and “Management — Benefits to be Considered Following Completion of the Conversion and Stock Offering.”

Critical Accounting Policies and Use of Critical Accounting Estimates

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with GAAP. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following represent our critical accounting policies:

Allowance for Credit Losses (ACL). The allowance for credit losses is the estimated amount considered necessary to cover inherent, but unconfirmed, credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for losses on loans which is charged against income, in determining the allowance for credit losses, management makes significant estimates and has identified this policy as one of our most critical accounting policies. Pioneer Federal adopted the Current Expected

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Credit Loss (CECL) accounting standard effective January 1, 2023, using the Weighted Average Remaining Maturity (WARM) method. The WARM method calculates an average annualized historical Net Charge-off (NCO) rate for a specific segment of a loan portfolio over a defined lookback period. The WARM factor represents the estimated remaining life of the loan portfolio segment, adjusted for scheduled amortization and estimated prepayments. Qualitative adjustments (Q factors) are incorporated to account for factors not captured by the historical data, such as current economic conditions and forecasts that might differ from historical trends. The ACL calculation is the average annual NCO rates multiplied by the estimated remaining life of the loan portfolio segment (WARM factor) and then adjusted by the Q factors to arrive at the estimated ACL. The allowance for credit losses as a percentage of loans year-over-year are as follows: December 31, 2023 — $1,141,000, or 1.38% of total loans, December 31, 2024 — $1,208,000, or 1.37% of total loans; June 30, 2025 — $1,099,000, or 1.27% of total loans.

Management performs a quarterly evaluation of the allowance for credit losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

The analysis has two components, specific and general allowances. The specific allowance is for unconfirmed losses related to loans that require individual evaluation with expected credit losses being measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. If the fair value of the loan is less than the loan’s carrying value, a charge is recorded for the difference. The general allowance, which is for loans reviewed collectively, is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes historical loss percentages and qualitative factors that are applied to the loan groups to determine the amount of the allowance for credit losses necessary for loans that are reviewed collectively. The qualitative component is critical in determining the allowance for credit losses as certain trends may indicate the need for changes to the allowance for credit losses based on factors beyond the historical loss history. Not incorporating a qualitative component could misstate the allowance for credit losses. Actual credit losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.

Deferred Tax Assets. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Determining the proper valuation allowance for deferred taxes is critical in properly valuing the deferred tax asset and the related recognition of income tax expense or benefit. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. We estimate the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics. may be used, if available, to determine fair value. When observable market prices do not exist, we estimate fair value. These estimates are subjective in nature and imprecision in estimating these factors can impact the amount

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of gain or loss recorded. For a detailed description of the fair values measured at each level of the fair value hierarchy and the methodology we use, see Note 14 of the notes to the financial statements.

Comparison of Financial Condition at June 30, 2025 and December 31, 2024

Total Assets. Total assets increased $1.2 million, or 1.0%, since December 31, 2024. The increase was primarily comprised of an increase in cash and cash equivalents of $2.8 million, which was partially offset by decreases in investment securities available for sale of $126,000, investment securities held to maturity of $155,000 and net loans of $1.2 million.

Cash and Cash Equivalents. Cash and cash equivalents increased by $2.8 million, or 43.0%, to $9.2 million at June 30, 2025, compared to $6.4 million at December 31, 2024. This increase was primarily due to an increase of deposits, as well as paydowns of loan balances, investment securities available for sale and investment securities held to maturity.

Investment Securities Available for Sale. Investment securities available for sale decreased by $126,000, or 1.3%, since December 31, 2024. The decline was a result of maturities and principal payments on mortgage-backed securities and collateralized mortgage obligation securities. No purchases of investment securities available for sale occurred during the six months ended June 30, 2025. The market value adjustment on investment securities available for sale improved $202,000 during the six months ended June 30, 2025 from ($777,000) at December 31, 2024 to ($575,000) at June 30, 2025.

Investment Securities Held to Maturity. Investment securities held to maturity decreased by $155,000, or 7.8%, from $2.0 million at December 31, 2024 to $1.9 million at June 30, 2025. This decrease was the result of principal payments on mortgage-backed securities and collateralized mortgage obligation securities and one maturity of an SBA pool.

Loans, Net. Net loans decreased $1.2 million, or 1.4%, to $85.1 million at June 30, 2025 compared to $86.3 million at December 31, 2024. Although loan demand was down during the six month period, this was due primarily to the market value of residential real estate which has continued to price out local market borrowers. The decline in net loans was primarily due to normal loan repayments and the payoff of one large residential real estate loan. Residential one- to four-family mortgage loans (including residential construction loans) decreased $1.1 million, or 1.4%, from $79.1 million at December 31, 2024 to $78.0 at June 30, 2025. Commercial real estate loans increased $248,000, or 5.9%, from $4.2 million at December 31, 2024 to $4.4 million at June 30, 2025. Commercial construction and land development loans decreased by $167,000, or 8.8%, from $1.9 million at December 31, 2024 to $1.7 million at June 30, 2025. Commercial loans decreased $411,000, or 26.0%, from $1.6 million at December 31, 2024 to $1.2 million at June 30, 2025. Consumer loans increased $130,000, or 10.8%, from $1.2 million at December 31, 2024 to $1.3 million at June 30, 2025.

During the six months ended June 30, 2025, we originated $5.7 million in loans represented by $3.2 million in one-to four-family residential mortgage loans, $1.3 million in construction and land development loans, $576,000 in commercial loans, and $503,000 in consumer loans.

Deposits. Deposits increased to $85.8 million at June 30, 2025, an increase of $752,000, or 0.88%, from $85.1 million at December 31, 2024. Non-maturity deposits increased $3.8 million while time deposits decreased by $3.0 million. The majority of the non-maturity deposit increase was due to a small number of large public funds depositors. At June 30, 2025, the aggregate amount of all uninsured deposits (deposits in excess of FDIC insurance limit of $250,000) was $19.0 million (of which $1.7 million were preferred deposits with debt securities pledged against such deposits) and the aggregate amount of all uninsured time deposits was $6.5 million.

Borrowings. There was $8.0 million outstanding at both June 30, 2025 and December 31, 2024 from the Federal Home Loan Bank of Des Moines. The borrowing originated in September 2023 and the purpose was for the construction of a new facility in Deer Lodge as well as funding loan growth. At June 30, 2025, Pioneer Federal had access to up to $37.7 million of advances from the Federal Home Loan Bank of Des Moines compared to $36.5 million at December 31, 2024.

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Total Equity Capital. Total equity capital increased $275,000, or 1.5%, to $18.4 million at June 30, 2025, compared to $18.2 million at December 31, 2024. Retained earnings were increased by net income of $126,000 and a decrease in accumulated other comprehensive loss of $149,000 during the six months ended June 30, 2025.

Average Balances and Yields. The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects are immaterial. Average balances are daily average balances. Non-accrual loans are included in average balances only. Average yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Net deferred loan fees/costs are immaterial.

	For the Six Months Ended June 30,
	2025								2024
	Average Outstanding Balance			Interest			Average Yield/Rate(4)		Average Outstanding Balance			Interest			Average Yield/Rate(4)
	(Dollars in thousands)
Interest-earning assets:
Interest-bearing deposits		$	6,775		$	100		2.95%		$	5,179		$	146		5.64%
Investment securities			11,984			158		2.64%			14,657			169		2.31%
Loans			86,537			2,322		5.37%			84,955			2,102		4.95%
Other investments			427			20		9.37%			428			19		8.88%
Total interest-earning assets			105,723			2,600		4.92%			105,219			2,436		4.63%
Noninterest-earning assets			7,222								7,740
Allowance for credit losses			(1,204)								(1,141)
Total assets		$	111,741							$	111,818
Interest-bearing liabilities:
Interest-bearing demand deposits		$	13,054			13		0.20%		$	13,939			14		0.20%
Savings deposits			34,927			192		1.10%			33,263			183		1.10%
Certificates of deposit			29,794			489		3.28%			31,148			493		3.17%
Total interest-bearing deposits			77,775			694		1.78%			78,350			690		1.76%
Federal Home Loan Bank advances			8,000			173		4.33%			8,000			174		4.35%
Total interest-bearing liabilities			85,775			867		2.02%			86,350			864		2.00%
Noninterest-bearing demand deposits			6,706								6,483
Other noninterest-bearing liabilities			920								1,239
Total liabilities			93,401								94,072
Total equity capital			18,340								17,746
Total liabilities and equity capital		$	111,741							$	111,818
Net interest income					$	1,733							$	1,572
Net interest rate spread(1)								2.90%								2.63%
Net interest-earning assets(2)		$	19,948							$	18,869
Net interest margin(3)								3.28%								2.99%
Average interest-earning assets to interest-bearing liabilities			123.26%								121.85%

(1)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

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(2)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3)

Net interest margin represents net interest income divided by average total interest-earning assets.

(4)

Annualized.

Comparison of Financial Condition at December 31, 2024 and 2023

Total Assets. Total assets were $112.1 million at December 31, 2024, a decrease of $619,000, or 0.6%, compared to $112.7 million at December 31, 2023. The variances were primarily due to a decrease in cash and investment securities offset by an increase in net loans, which evened out a flat growth year.

Cash and Cash Equivalents. Cash and cash equivalents decreased by $3.8 million, or 36.9% to $6.4 million at December 31, 2024 from $10.2 million at December 31, 2023. The decrease was primarily due to the increase in net loans to $86.3 million at December 31, 2024 up from $81.0 million at December 31, 2023, a $5.3 million increase, or 6.5%.

Investment Securities Available for Sale. Investment securities available for sale decreased by $1.8 million, or 15.6%, since December 31, 2023. The decline was a result of maturities and principal payments on mortgage-backed securities and collateralized mortgage obligation securities. No purchases of investment securities available for sale occurred during the year ended December 31, 2024. The market value adjustment on investment securities available for sale improved $137,000 during the year ended December 31, 2024 from ($914,000) at December 31, 2023 to ($777,000) at December 31, 2024.

Investment Securities Held to Maturity. Investment securities held to maturity decreased by $830,000, or 29.3%, from $2.8 million at December 31, 2023 to $2.0 million at December 31, 2024. This decrease was the result of principal payments on mortgage-backed securities and collateralized mortgage obligation securities.

Loans, Net. Net loans increased by $5.3 million, or 6.5%, to $86.3 million at December 31, 2024 from $81.0 million at December 31, 2023. During the year ended December 31, 2024, loan originations totaled $16.2 million, comprised of $9.0 million of one-to-four family residential mortgage loans, $3.7 million in construction and land development loans, $2.6 million of commercial loans, and $806,000 of consumer loans.

During the year ended December 31, 2024, one-to-four family residential mortgage loans (including residential construction loans) increased $4.1 million, or 5.5%, to $79.1 million from $75.0 million at December 31, 2023. Commercial real estate loans increased $1.3 million, or 43.1%, from $2.9 million at December 31, 2023 to $4.2 million at December 31, 2024. Commercial construction and land development loans increased $1.1 million, or 129.5%, to $1.9 million from $0.8 million at December 31, 2023. Commercial loans decreased by $1.1 million, or 41.2%, to $1.6 million at December 31, 2024 from $2.7 million at December 31, 2023. Consumer loans increased by $173,000, or 16.7% to $1.2 million at December 31, 2024 from $1.0 million at December 31, 2023.

Increases in loan balances reflect our strategy to grow our loan portfolio, continuing to focus primarily on owner-occupied one-to-four family residential real estate loan and commercial loans. Management intends to continue this strategy in future periods.

Deposits. Deposits increased by $981,000, or 1.1%, to $85.1 million at December 31, 2024 from $86.1 at December 31, 2023. Non-maturity deposits decreased $3.3 million while time deposits increased by $2.3 million. The majority of the non-maturity deposit decrease was due to non-maturity deposits transferring to time deposits. At December 31, 2024, the aggregate amount of all uninsured deposits (deposits in excess of FDIC insurance limit of $250,000) was $17.6 million (of which $1.4 million were preferred deposits with debt securities pledged against such deposits) and the aggregate amount of all uninsured time deposits was $8.1 million.

Management continued its strategy of pursuing growth in demand accounts and lower cost core deposits with market conditions affecting this strategy in the current year. Management intends to continue its efforts to increase core deposits, with an emphasis on growth in consumer and business demand deposits.

Total Equity Capital. Total equity capital increased by $324,000, or 1.8%, to $18.2 million at December 31, 2024 from $17.8 million at December 31, 2023. The increase resulted from accumulated other

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comprehensive loss decreasing $100,000 (as a result of market value adjustment of investment securities available for sale due to market interest rates decreasing during the year) and $224,000 from net income during the year ended December 31, 2024.

Average Balances and Yields. The following table sets forth average balance sheets, average yields and costs, and certain other information for the years indicated. No tax-equivalent yield adjustments have been made, as the effects are immaterial. Average balances are calculated using daily average balances. Non-accrual loans are included in average balances only. Average yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Net deferred loan fees/costs are immaterial.

	For the Year Ended December 31,
	2024								2023
	Average Outstanding Balance			Interest			Average Yield/Rate		Average Outstanding Balance			Interest			Average Yield/Rate
							(Dollars in thousands)
Interest-earning assets:
Interest-bearing deposits		$	4,828		$	257		5.32%		$	10,274		$	254		2.47%
Investment securities			12,640			343		2.71%			15,248			371		2.43%
Loans			87,341			4,376		5.01%			82,300			3,748		4.55%
Other investments			428			39		9.11%			444			8		1.80%
Total interest-earning assets			105,237			5,015		4.77%			108,266			4,381		4.05%
Noninterest-earning assets			8,177								5,636
Allowance for credit losses			(1,141)								(1,122)
Total assets		$	112,273							$	112,780
Interest-bearing liabilities:
Interest-bearing demand deposits		$	12,856			27		0.21%		$	14,718			29		0.20%
Savings deposits			32,628			366		1.12%			34,045			287		0.84%
Certificates of deposit			32,602			1,080		3.31%			30,182			657		2.18%
Total interest bearing deposits			78,086			1,473		1.89%			78,945			973		1.23%
Federal Home Loan Bank advances			8,000			350		4.38%			8,000			116		1.45%
Other interest-bearing liabilities
Total interest-bearing liabilities			86,086			1,823		2.12%			86,945			1,089		1.25%
Noninterest-bearing demand deposits			6,474								7,256
Other noninterest-bearing liabilities			1,633								1,278
Total liabilities			94,193								95,479
Total equity capital			18,080								17,301
Total liabilities and equity capital		$	112,273							$	112,780
Net interest income					$	3,192							$	3,292
Net interest rate spread(1)								2.65%								2.80%
Net interest-earning assets(2)		$	19,151							$	21,321
Net interest margin(3)								3.03%								3.04%
Average interest-earning assets to interest-bearing liabilities			122.25%								124.52%

(1)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(2)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3)

Net interest margin represents net interest income divided by average total interest-earning assets.

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Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated have been allocated proportionately based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments required to be excluded from the table below.

	Six Months Ended June 30, 2025 vs. June 30, 2024
	Increase (Decrease) Due to:				Total Increase (Decrease)
	Volume		Rate		Total Increase (Decrease)
	(ln thousands)
Interest-earning assets:
Interest-bearing deposits		84		(130)		(46)
Investment securities		(52)		41		(11)
Loans		40		180		220
Other investments		—		1		1
Total interest-earning assets		72		92		164
Interest-bearing liabilities:
Interest-bearing demand deposits		(1)		—		(1)
Savings deposits		9		—		9
Certificates of deposit		(27)		23		(4)
Total interest-bearing deposits		(19)		23		4
Federal Home Loan Bank advances		—		(1)		(1)
Total interest-bearing liabilities		(19)		22		3
Change in net interest income		91		70		161

	Year Ended December 31, 2024 vs. 2023
	Increase (Decrease) Due to:				Total Increase (Decrease)
	Volume		Rate		Total Increase (Decrease)
	(ln thousands)
Interest-earning assets:
Interest-bearing deposits		(3)		6		3
Investment securities		(86)		58		(28)
Loans		238		390		628
Other investments		—		31		31
Total interest-earning assets		149		485		634
Interest-bearing liabilities:
Interest-bearing demand deposits		(4)		2		(2)
Savings deposits		(11)		90		79
Certificates of deposit		56		367		423
Total interest-bearing deposits		41		459		500
Federal Home Loan Bank advances		—		234		234
Total interest-bearing liabilities		41		693		734
Change in net interest income		108		(208)		(100)

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Comparison of Operating Results for the Six Months Ended June 30, 2025 and 2024

General. Net income for the six months ended June 30, 2025 was $126,000, a decrease of $79,000 or 38.6%, compared to $205,000 for the six months ended June 30, 2024. The decrease was due to the one-time gain on the sale of Deer Lodge location in 2024 of $311,000, partially offset by a $104,000 recovery of credit losses on loans, professional fees of $90,000 incurred in 2025 in preparation for the conversion, and a $161,000 increase in net interest income from the six months ended June 30, 2024 compared to six months ended June 30, 2025.

Interest Income. Interest income for the six months ended June 30, 2025 increased by $164,000, or 6.7%, from $2.4 million for the six months ended June 30, 2024 to $2.6 million for the six months ended June 30, 2025. This increase is a result of a 10.5% increase in loan interest and fees, 26.8% decrease in interest-bearing deposit and other investment interest, and a 6.6% decrease in interest from investment securities.

The average balance of loans during the six months ended June 30, 2025 increased by $1.6 million, or 1.9%, from the average balance for the six months ended June 30, 2024, while the average yield on loans increased 42 basis points to 5.37% for the six months ended June 30, 2025, from 4.95% for the six months ended June 30, 2024. The increase in average yield on loans was due to the rising interest rate environment.

The average balance of investment securities decreased by $2.7 million, or 18.2%, to $12.0 million for the six months ended June 30, 2025, from $14.7 million for the six months ended June 30, 2024 while the average yield on investment securities increased by 33 basis points to 2.64% for the six months ended June 30, 2025, from 2.31% for the six months ended June 30, 2024. This increase in yield resulted from the rising interest rate environment.

Interest Expense. Total interest expense for the six months ended June 30, 2025 increased $3,000, or 0.3%, to $867,000 for the six months ended June 30, 2025 from $864,000 for the six months ended June 30, 2024.

The average balance of interest-bearing demand deposits decreased by $885,000, or 6.3%, to $13.1 million for the six months ended June 30, 2025, from $13.9 million for the six months ended June 30, 2024, while the average rate on interest-bearing demand deposits remained at 0.20% for both the six months ended June 30, 2025 and 2024. The rate environment for interest-bearing demand deposits remained stable.

The average balance of savings deposits increased by $1.7 million, or 5.0%, to $34.9 million for the six months ended June 30, 2025, from $33.3 million for the six months ended June 30, 2024, while the average rate on savings deposits remained at 1.10% for both the six months ended June 30, 2025 and 2024. The rate environment for savings deposits remained stable.

The average balance of certificates of deposits decreased by $1.4 million, or 4.3%, to $29.8 million for the six months ended June 30, 2025, from $31.1 million for the six months ended June 30, 2024, while the average rate on certificates of deposits increased 11 basis points to 3.28% for the six months ended June 30, 2025, from 3.17% for the six months ended June 30, 2024. This increase in rate resulted from accounts being moved from lower priced long-term certificates of deposit accounts to short-term higher interest certificates of deposit accounts.

Net Interest Income. For the six months ended June 30, 2025, net interest income was $1.7 million, an increase of $161,000 or 10.2%, from the $1.6 million in net interest income for the six months ended June 30, 2024. The increase was due to an increase in net interest rate spread to 2.90% for the six months ended June 30, 2025 from 2.63% for the six months ended June 30, 2024.

Provision for (Recovery of) Credit Losses. The provision for (recovery of) credit losses was ($104,000) for the six months ended June 30, 2025 and $0 for the six months ended June 30, 2024. The allowance for credit losses was $1.1 million, or 1.27% of total loans, as of June 30, 2025, compared to $1.1 million, or 1.33% of total loans, as of June 30, 2024.

Noninterest Income. Noninterest income decreased $286,000, or 69.1%, to $128,000 for the six months ended June 30, 2025 compared to $414,000 for the six months ended June 30, 2024. We had a gain on the sale of old bank location in Deer Lodge of $311,000 in June 2024.

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Noninterest Expense. Noninterest expense increased $109,000, or 6.3%, to $1.8 million for the six months ended June 30, 2025 from $1.7 million for the six months ended June 30, 2024. During the six months ended June 30, 2025, additional professional fees of $90,000 were incurred in preparation for the conversion. Depreciation expense also increased by $19,000 for the six months ended June 30, 2025 compared to the same period in 2024 due to the new building in Deer Lodge.

Provision for Income Taxes. The provision for income taxes decreased $51,000, or 85.0%, to $9,000 for the six months ended June 30, 2025 compared to $60,000 for the six months ended June 30, 2024. The decrease was primarily due to the gain on sale of the building located at 401 Milwaukee Ave, Deer Lodge, Montana, of $311,000 during June 2024. The effective tax rates were 6.6% and 22.6% for the six months ended June 30, 2025 and 2024, respectively. The primary reason for the decrease in the six months ended June 30, 2025, effective tax rate was the $104,000 recovery of credit losses.

Comparison of Operating Results for the Years Ended December 31, 2024 and 2023

General. Net income for the year ended December 31, 2024 was $224,000, a decrease of $33,000, or 12.8%, compared to $257,000 for the year ended December 31, 2023. The decrease in net income was primarily due to a $76,000 decrease in cash value of life insurance, a $237,000 increase in depreciation expense, and a $134,000 increase in provision for deferred income taxes which were offset by an increase in noninterest income from the sale of the Deer Lodge building in June 2024 of $311,000.

Interest Income. Interest income increased by $634,000, or 14.5%, to $5.0 million at December 31, 2024 from $4.4 million at December 31, 2023. The increase in interest income is attributed primarily to a $628,000, or 16.8% increase in loan interest income, and a $31,000, or 387.5% increase in other investment interest income, partially offset by a $28,000, or 7.5% decrease in investment securities interest income. The increased loan interest income in 2024 is attributable to a higher overall loan interest rate environment.

The average balance of loans during the year ended December 31, 2024 increased by $5.0 million, or 6.1%, from the year ended December 31, 2023. The average yield on loans increased to 5.01% for the year ended December 31, 2024 from 4.55% for the year ended December 31, 2023.

The average balance of investment securities decreased $2.6 million to $12.6 million for the year ended December 31, 2024 from $15.2 million for the year ended December 31, 2023. The average yield on investment securities increased to 2.71% for the year ended December 31, 2024 from 2.43% for the year ended December 31, 2023. The increase in the average yield on investment securities was primarily due to the rising market interest rate environment.

Interest Expense. Total interest expense increased $734,000, or 67.4%, to $1.8 million for the year ended December 31, 2024 from $1.1 million for the year ended December 31, 2023. The increase was primarily due to a full year of paying interest on an $8.0 million borrowing from the FHLB that was originated in September 2023. Interest paid on FHLB borrowings increased from $116,000 in 2023 to $350,000 in 2024. There was an increase in the average cost of interest-bearing deposits to 1.89% for the year ended December 31, 2024 from 1.23% for the year ended December 31, 2023, reflecting the rising market interest rate environment. The average balance of interest-bearing deposits decreased by $859,000, or 1.1%. to $78.1 million for the year ended December 31, 2024 from $78.9 million for the year ended December 31, 2023.

Net Interest Income. Net interest income decreased $100,000, or 3.0%, to $3.2 million for the year ended December 31, 2024 compared to $3.3 million for the year ended December 31, 2023. The decrease reflects the decrease in the interest rate spread to 2.65% for the year ended December 31, 2024 from 2.80% for the year ended December 31, 2023, while average net interest-earning assets decreased $2.2 million year-to-year. The net interest margin decreased to 3.03% for the year ended December 31, 2024 from 3.04% for the year ended December 31, 2023. Both the interest rate spread and net interest margin decreased due to the rising interest rate environment, along with interest-earning assets repricing more slowly than interest-bearing liabilities.

Provision for (Recovery of) Credit Losses. The provision for credit losses on loans increased by $50,000 for the year ended December 31, 2024 from the year ended December 31, 2023. The allowance for credit losses increased by $68,000, or 5.9%, to $1.2 million at December 31, 2024 from $1.1 million at

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December 31, 2023. The allowance for credit losses represented 1.37% of total loans at December 31, 2024 and 1.38% of total loans as of December 31, 2023. The determination of the adequacy of the allowance for credit losses was based primarily on the low balances of nonperforming loans, delinquent loans and net charge offs in both periods. The provision for (recovery of) credit losses on unfunded loan commitments decreased by $56,000 for the year ended December 31, 2024 from the year ended December 31, 2023. The reserve for unfunded loan commitments decreased $39,000, or 52.9%, to $35,000 at December 31, 2024 from $74,000 at December 31, 2023.

The increase in the provision for credit losses was primarily attributable to a $5.4 million, or 6.5% increase in gross loans during the year ended December 31, 2024, along with increases in nonperforming and delinquent loans year-to-year. Total nonperforming loans were $1.7 million at December 31, 2024, compared to $597,000 million at December 31, 2023. Total loans past due 30 days or greater were $1.7 million and $597,000 at December 31, 2024 and 2023, respectively. As a percentage of nonperforming loans, the allowance for credit losses was 70.37% at December 31, 2024 compared to 191.06% at December 31, 2023.

The allowance for credit losses reflects the estimate management believes to be appropriate to cover current expected credit losses which were inherent in the loan portfolio at December 31, 2024 and 2023. While management believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions. Any such increase in future provisions that may be required may adversely impact the Pioneer State Bank’s financial condition and results of operations. Furthermore, as an integral part of its examination process, the FDIC will periodically review our allowance for credit losses. The FDIC may have judgements different than those of management, and we may determine to increase our allowance as a result of these regulatory reviews.

Noninterest Income. Noninterest income totaled $495,000 for the year ended December 31, 2024, an increase of $227,000, or 84.7%, from $268,000 for the year ended December 31, 2023. The increase was primarily due to a $311,000 gain on the sale of the previous Deer Lodge location due to the construction of a new Deer Lodge location.

Noninterest Expense. Noninterest expense increased $227,000, or 7.2%, to $3.4 million for the year ended December 31, 2024, compared to $3.1 million for the year ended December 31, 2023. The increase was primarily attributable to an increase in depreciation expense of $237,000 for the new building in Deer Lodge.

Provision for Income Taxes. The provision for income taxes decreased by $60,000, or 45.1%, to $73,000 for the year ended December 31, 2024, compared to $133,000 for the year ended December 31, 2023. The decrease was due primarily to a $30,000 decrease in tax on investment securities or 12.0% and a $260,000 increase to occupancy expenses. The effective tax rates were 24.7% and 34.1% for the years ended December 31, 2024 and 2023, respectively. The decrease in the effective tax rate was primarily due to the added costs of construction and occupancy of our new Deer Lodge office.

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. All directors participate in discussions during the regular board meetings evaluating the interest rate risk inherent in our assets and liabilities, and the level of risk that is appropriate. These discussions take into consideration our business strategy, operating environment, capital, liquidity and performance objectives consistent with the policy and guidelines approved by them.

Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we are using to manage interest rate risk are:

•

maintaining capital levels that exceed the thresholds for well-capitalized status under federal regulations;

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•

maintaining a high level of liquidity;

•

growing our core deposit accounts;

•

managing our investment securities portfolio so as to reduce the average maturity and effective life of the portfolio; and

•

continuing to diversify our loan portfolio by adding more commercial real estate loans and commercial loans, which typically have shorter maturities and/or balloon payments.

By following these strategies, we believe that we are better positioned to react to increases and decreases in market interest rates.

We have not engaged in hedging activities, such as engaging in futures or options. We do not anticipate entering into similar transactions in the future.

Economic Value of Equity. We compute amounts by which the net present value of our assets and liabilities (economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases instantaneously by 100, 200 and 300 basis point increments or decreases instantaneously by 100, 200 and 300 basis point increments.

The following table sets forth, as of June 30, 2025, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.

At June 30, 2025
							EVE as a Percentage of Present Value of Assets(3)
Change in Interest Rates (basis points)(1)	Estimated EVE(2)		Estimated Increase (Decrease) in EVE				EVE Ratio(4)		Increase (Decrease) (basis points)
Change in Interest Rates (basis points)(1)	Estimated EVE(2)		Amount		Percent		EVE Ratio(4)		Increase (Decrease) (basis points)
	(Dollars in thousands)
300		15,235		(3,116)		-16.98%		13.47%		(276)
200		16,210		(2,141)		-11.67%		14.33%		(190)
100		17,246		(1,105)		-6.02%		15.25%		(98)
-		18,351		—		—		16.23%		0
(100)		19,459		1,108		6.04%		17.21%		98
(200)		20,649		2,298		12.52%		18.26%		203
(300)		21,928		3,577		19.49%		19.39%		316

(1)

Assumes an immediate uniform change in interest rates at all maturities.

(2)

EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)

Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)

EVE Ratio represents EVE divided by the present value of assets.

The table above indicates that at June 30, 2025, we would have experienced a 12.52% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates and a 11.67% decrease in EVE in the event of an instantaneous 200 basis point increase in market interest rates.

The following table sets forth, as of December 31, 2024, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.

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At December 31, 2024
							EVE as a Percentage of Present Value of Assets(3)
Change in Interest Rates (basis points)(1)	Estimated EVE(2)		Estimated Increase (Decrease) in EVE				EVE Ratio(4)		Increase (Decrease) (basis points)
Change in Interest Rates (basis points)(1)	Estimated EVE(2)		Amount		Percent		EVE Ratio(4)		Increase (Decrease) (basis points)
	(Dollars in thousands)
300		14,680		(3,730)		-20.26%		13.08%		(332)
200		15,852		(2,558)		-13.89%		14.12%		(228)
100		17,093		(1,317)		-7.15%		15.23%		(117)
-		18,410		—		—		16.40%		0
(100)		19,743		1,333		7.24%		17.59%		119
(200)		21,166		2,756		14.97%		18.85%		245
(300)		22,688		4,278		23.24%		20.21%		381

(1)

Assumes an immediate uniform change in interest rates at all maturities.

(2)

EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)

Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)

EVE Ratio represents EVE divided by the present value of assets.

The table above indicates that at December 31, 2024, we would have experienced a 14.97% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates and a 13.89% decrease in EVE in the event of an instantaneous 200 basis point increase in market interest rates.

The following table sets forth, as of December 31, 2023, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.

At December 31, 2023
							EVE as a Percentage of Present Value of Assets(3)
Change in Interest Rates (basis points)(1)	Estimated EVE(2)		Estimated Increase (Decrease) in EVE				EVE Ratio(4)		Increase (Decrease) (basis points)
Change in Interest Rates (basis points)(1)	Estimated EVE(2)		Amount		Percent		EVE Ratio(4)		Increase (Decrease) (basis points)
	(Dollars in thousands)
300		14,700		(3,205)		-17.90%		13.05%		(284)
200		15,716		(2,189)		-12.23%		13.95%		(194)
100		16,781		(1,124)		-6.28%		14.89%		(100)
-		17,905		—		—		15.89%		0
(100)		19,049		1,144		6.39%		16.91%		102
(200)		20,266		2,361		13.19%		17.99%		210
(300)		21,566		3,661		20.45%		19.14%		325

(1)

Assumes an immediate uniform change in interest rates at all maturities.

(2)

EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

(3)

Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)

EVE Ratio represents EVE divided by the present value of assets.

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The table above indicates that at December 31, 2023, we would have experienced a 13.19% increase in EVE in the event of an instantaneous 200 basis point decrease in market interest rates and a 12.23% decrease in EVE in the event of an instantaneous 200 basis point increase in market interest rates.

Change in Net Interest Income. The following table sets forth, at June 30, 2025, the calculation of the estimated changes in our net interest income (“NII”) that would result from the designated immediate changes in the United States Treasury yield curve.

At June 30, 2025
Change in Interest Rates (basis points)(1)	Net Interest Income Year 1 Forecast		Year 1 Change from Level
	(Dollars in thousands)
+300		3,465		-3.75%
+200		3,511		-2.47%
+100		3,556		-1.22%
Level		3,600		0.00%
-100		3,696		2.67%
-200		3,784		5.11%
-300		3,861		7.25%

(1)

Assumes an immediate uniform change in interest rates at all maturities.

The table above indicates that at June 30, 2025, we would have experienced a 5.11% increase in net interest income in the event of an instantaneous 200 basis point decrease in market interest rates and a 2.47% decrease in net interest income in the event of an instantaneous 200 basis point increase in market interest rates.

The following table sets forth, at December 31, 2024, the calculation of the estimated changes in our NII that would result from the designated immediate changes in the United States Treasury yiel

PSB Financial, Inc. S-1