Pioneer Bancorp (PBFS) risk factors, FY2025 10-K

Pioneer Bancorp's FY2025 10-K, filed Mar 12, 2026, lists 48 risk factors in 8 groups. Against the prior year's 47: 8 new, 7 dropped, 13 substantially reworded.

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Risk factors listed
488 groups
New this year
8vs 47 last year
Dropped
7since the prior 10-K
Substantially reworded
13of those kept
Section length
15k wordsItem 1A

What the changes say

  • Pioneer Bancorp added risks regarding a $2.0 million goodwill impairment, artificial intelligence adoption, and ongoing fraud and litigation.
  • Insurance carriers denied or conditioned coverage for past fraud claims.
  • The Federal Reserve reduced the federal funds target range to 3.50% to 3.75% by December 31, 2025.

What changed since the prior 10-K

New

  • NewRisks Related to Legal, Regulatory, Fraud and Compliance Matters

    We are also subject to fraud and compliance risk, and have experienced fraudulent activities in connection with the origination of loans, ACH transactions, wire transactions, ATM transactions, checking transactions, and debit cards that we have issued to our customers and through our online banking portals

    The company experienced fraudulent activities in loan originations, ACH, wires, ATM, checking, and debit cards, and insurance carriers have denied or conditioned coverage for related legal proceedings.

  • NewRisks Related to Legal, Regulatory, Fraud and Compliance Matters

    Changes in laws and regulations and the cost of compliance with new laws and regulations may adversely affect our operations and our income

    Extensive regulation by the OCC, FDIC, Federal Reserve, and CFPB subjects operations to frequent changes in laws and compliance costs.

  • NewRisks Related to Legal, Regulatory, Fraud and Compliance Matters

    Our earnings are significantly affected by the fiscal and monetary policies of the federal government and its agencies

    Federal Reserve monetary policies and presidential tariffs influence interest rates, borrowing costs, and borrowers' ability to repay loans.

  • NewRisks Related to Legal, Regulatory, Fraud and Compliance Matters

    Our broker-dealer business subjects us to regulatory risks

    The broker-dealer subsidiary Pioneer Capital Markets, Inc. is subject to regulation by the SEC and FINRA, creating compliance risks and potential penalties.

  • NewRisks Related to Operations

    Impairment of Goodwill Could Adversely Affect Our Financial Condition and Results of Operations

    The company incurred a $2.0 million goodwill impairment expense during the year ended December 31, 2025, related to its insurance subsidiary.

  • NewRisks Related to Operations

    The risks presented by acquisitions could adversely affect our financial condition and results of operations

    Growth through acquisitions exposes the company to asset quality issues, unknown liabilities, and integration difficulties.

  • NewRisks Related to Operations

    New lines of business or new products and services may subject us to additional risks

    Developing new lines of business, products, or services requires significant time and resources and may impact internal controls.

  • NewRisks Related to Operations

    The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our business

    The use of artificial intelligence by the company or its vendors introduces regulatory uncertainty, compliance costs, and output errors.

Dropped

  • DroppedRisks Related to Changes in Macroeconomic Conditions, Interest Rates and Inflation

    Certain events involving the failure of financial institutions may adversely affect our business, and the market price of our common stock

  • DroppedRisks Related to Lending

    We have a significant number of loans secured by real estate, and a downturn in the local real estate market could negatively impact our profitability

  • DroppedRisks Related to Legal, Regulatory, Fraud and Compliance Matters

    Conversion to a national bank subjects the Bank to new and potentially heightened examination and reporting requirements that may increase our costs of operations and compliance

  • DroppedRisks Related to Legal, Regulatory, Fraud and Compliance Matters

    Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks

    Bank failures in March and May 2023 created market volatility and regional bank deposit withdrawals.

  • DroppedRisks Related to Our Insurance and Wealth Management Businesses

    We may not be able to attract and retain wealth management clients

  • DroppedRisks Relating to Ownership of Our Common Stock

    capital requirements, restrictions under Federal Reserve Board regulations and policy, our business strategy and other factors that our board of directors deems relevant

    91.6% of loans were secured by real estate in the Capital Region of New York.

  • DroppedRisks Relating to Ownership of Our Common Stock

    We are an emerging growth company, and if we elect to comply only with the reduced reporting and disclosure requirements applicable to emerging growth companies, our common stock may be less attractive to investors

Reworded

  • 80% rewrittenRisks Related to Legal, Regulatory, Fraud and Compliance Matters

    We are subject to fraud and compliance risk

    Added references to Item 3 Legal Proceedings regarding ongoing fraudulent activities impacting financial performance.

  • 78% rewrittenRisks Related to Our Insurance and Wealth Management Businesses

    Involvement in wealth management creates risks associated with the industry

    Clarified that wealth management fees are earned from a third-party service provider based on monthly customer activity and assets under management.

  • 75% rewrittenRisks Related to Changes in Macroeconomic Conditions, Interest Rates and Inflation

    Our business may be adversely affected by economic downturns in our market area and the national economy

    Updated economic conditions to reflect the current interest rate environment and added potential deterioration impacts.

  • 68% rewrittenRisks Relating to Ownership of Our Common Stock

    Federal Reserve Board regulations and policy effectively prohibit Pioneer Bancorp, MHC from waiving the receipt of dividends, which will likely preclude us from paying any dividends on our common stock

    Expanded dividend restriction details regarding Pioneer Bancorp, MHC and Federal Reserve Board regulations.

  • 60% rewrittenRisks Related to Changes in Macroeconomic Conditions, Interest Rates and Inflation

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

    Updated the federal funds target range from 5.25%-5.50% down to 3.50%-3.75% as of December 31, 2025.

  • 53% rewrittenRisks Related to Accounting Matters

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

    Retained the general risk regarding changes in management estimates and assumptions with minor phrasing adjustments.

  • 46% rewrittenRisks Related to Our Insurance and Wealth Management Businesses

    Conditions in insurance markets could adversely affect our earnings

    Replaced the risk of losing specific insurance professionals with general competition from well-established insurance agencies.

  • 38% rewrittenRisks Related to Legal, Regulatory, Fraud and Compliance Matters

    Environmental matters and related legislative and regulatory initiatives may materially affect our business and results of operations

    Removed mention of global business community political and social awareness regarding climate change.

    Was: Climate change and related legislative and regulatory initiatives may materially affect our business and results of operations

  • 31% rewrittenRisks Related to Operations

    We use a mortgage banking company to originate residential mortgage loans

    Was: We use a third party to originate residential mortgage loans

  • 25% rewrittenRisks Related to Changes in Macroeconomic Conditions, Interest Rates and Inflation

    Changes in interest rates may reduce our profits

  • 24% rewrittenRisks Related to Accounting Matters

    The cost of additional finance and accounting systems, procedures and controls in order to satisfy our public company reporting requirements has increased and will continue to increase our expenses

  • 22% rewrittenRisks Related to Liquidity

    A lack of liquidity could adversely affect our financial condition and results of operations

  • 20% rewrittenRisks Related to Lending

    A portion of our loan portfolio consists of loan participations secured by properties outside our market area. Loan participations may have a higher risk of loss than loans we originate because we are not the lead lender and we have limited control over credit monitoring

All 48 risk factors

Headings as the filing states them, in filing order.

Risks Related to Changes in Macroeconomic Conditions, Interest Rates and Inflation

  1. 01Our business may be adversely affected by economic downturns in our market area and the national economy75% rewritten
  2. 02Changes in interest rates may reduce our profits25% rewritten
  3. 03Inflation can have an adverse impact on our business and on our customers60% rewritten
  4. 04Changes in market conditions, changes in discount rates, changes in mortality assumptions or lower returns on assets may increase required contributions to, and costs associated with, our tax-qualified defined benefit plan in future periods
  5. 05Changes in the valuation of our securities portfolio may reduce our profits and our capital levels

Risks Related to Lending

  1. 06Our loan portfolio consists of a high percentage of loans secured by commercial real estate. These loans carry a greater credit risk than loans secured by one- to four-family properties
  2. 07A portion of our loan portfolio is comprised of commercial and industrial loans secured by accounts receivable, inventory, equipment or other business assets, the deterioration in value of which could increase the potential for future losses
  3. 08We make and hold in our portfolio commercial construction loans, which are considered to have greater credit risk than residential mortgage loans
  4. 09Our allowance for credit losses on loans may not be sufficient to absorb losses in our loan portfolio
  5. 10If our non-performing assets increase, our earnings will be adversely affected
  6. 11A portion of our loan portfolio consists of loan participations secured by properties outside our market area. Loan participations may have a higher risk of loss than loans we originate because we are not the lead lender and we have limited control over credit monitoring20% rewritten

Risks Related to Legal, Regulatory, Fraud and Compliance Matters

  1. 12We are subject to fraud and compliance risk80% rewritten
  2. 13We are also subject to fraud and compliance risk, and have experienced fraudulent activities in connection with the origination of loans, ACH transactions, wire transactions, ATM transactions, checking transactions, and debit cards that we have issued to our customers and through our online banking portalsNew
  3. 14We are a defendant in a variety of litigation and other actions, which may have a material adverse effect on our financial condition and results of operations
  4. 15We are subject to sanctions and other negative actions if regulatory agencies with supervisory authority over us determine that we failed to comply with applicable laws and regulations
  5. 16Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations will subject us to fines or sanctions
  6. 17Changes in laws and regulations and the cost of compliance with new laws and regulations may adversely affect our operations and our incomeNew
  7. 18Our earnings are significantly affected by the fiscal and monetary policies of the federal government and its agenciesNew
  8. 19We are subject to the Community Reinvestment Act (“CRA”) and fair lending laws, and failure to comply with these laws could lead to material penalties
  9. 20Our broker-dealer business subjects us to regulatory risksNew
  10. 21The level of our commercial real estate loan portfolio subjects us to additional regulatory scrutiny
  11. 22We are subject to environmental liability risk associated with lending activities
  12. 23Environmental matters and related legislative and regulatory initiatives may materially affect our business and results of operations38% rewritten

Risks Related to Accounting Matters

  1. 24Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results53% rewritten
  2. 25Changes in accounting standards could affect reported earnings
  3. 26The cost of additional finance and accounting systems, procedures and controls in order to satisfy our public company reporting requirements has increased and will continue to increase our expenses24% rewritten

Risks Related to Liquidity

  1. 27A lack of liquidity could adversely affect our financial condition and results of operations22% rewritten
  2. 28Municipal deposits are price sensitive and could result in an increase in interest expense or funding fluctuations

Risks Related to Our Insurance and Wealth Management Businesses

  1. 29Conditions in insurance markets could adversely affect our earnings46% rewritten
  2. 30Involvement in wealth management creates risks associated with the industry78% rewritten

Risks Related to Operations

  1. 31Strong competition within our market area may reduce our profits and slow growth
  2. 32We use a mortgage banking company to originate residential mortgage loans31% rewritten
  3. 33Our financial condition and results of operations may be adversely affected if we fail to grow or fail to manage our growth effectively
  4. 34We continually encounter technological changes and the failure to understand and adapt to these changes could hurt our business
  5. 35We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or restrict us from paying dividends or repurchasing shares
  6. 36Our success depends on attracting and retaining certain key personnel
  7. 37Systems failures or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities
  8. 38Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses
  9. 39We are a community financial institution and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance
  10. 40Severe weather, acts of terrorism, geopolitical and other external events could impact our ability to conduct business
  11. 41Impairment of Goodwill Could Adversely Affect Our Financial Condition and Results of OperationsNew
  12. 42The risks presented by acquisitions could adversely affect our financial condition and results of operationsNew
  13. 43New lines of business or new products and services may subject us to additional risksNew
  14. 44The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact our businessNew

Risks Relating to Ownership of Our Common Stock

  1. 45Pioneer Bancorp, MHC’s majority control of our common stock will enable it to exercise voting control over most matters put to a vote of stockholders and will prevent stockholders from forcing a sale or a second-step conversion transaction you may find advantageous
  2. 46Our common stock is not heavily traded, and the stock price may fluctuate significantly
  3. 47Federal Reserve Board regulations and policy effectively prohibit Pioneer Bancorp, MHC from waiving the receipt of dividends, which will likely preclude us from paying any dividends on our common stock68% rewritten
  4. 48Various factors may make takeover attempts more difficult to achieve

Other Pioneer Bancorp 10-Ks

  • FY2024 10-K risk factors
    47 risks

    Pioneer Bancorp faces heavy regional concentration risk in the Capital Region of New York across real estate loans and municipal deposits. Recent conversion to a national bank under the OCC brings heightened regulatory scrutiny, compliance costs, and public company reporting burdens.

    Filed Sep 25, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.