CY 2024 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material Pursuant to §240.14a-12

PIONEER BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 11, 2025

Dear Fellow Stockholder:

You are cordially invited to attend our 2025 Annual Meeting of Stockholders on Tuesday, May 20, 2025 at 9:00 a.m., local time. In an effort to make our meeting more accessible to our stockholders, we will be holding our annual meeting in a virtual meeting format only, via live audio webcast. You may attend, vote and submit questions during the annual meeting via the Internet at https://www.cstproxy.com/pioneerbancorp/2025. We have designed the format of the annual meeting to ensure that you are afforded the same rights and opportunities to participate as you would at an in-person meeting, using online tools to permit your access and participation.

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During the annual meeting we will also report on the operations of Pioneer Bancorp, Inc. Also enclosed for your review is our Transition Report for the six months ended December 31, 2024, which contains information concerning our activities and operating performance. Our directors and officers will be present to respond to any questions that stockholders may have.

The business to be conducted at the annual meeting consists of the election of a director, the ratification of the appointment of Bonadio & Co., LLP as the independent registered public accounting firm for the year ending December 31, 2025, the approval of a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers ("NEOs") and the approval of a non-binding advisory vote as to whether advisory votes on NEO compensation should be held every year, every two years, or every three years. The Board of Directors has determined that the matters to be considered at the annual meeting are in the best interest of Pioneer Bancorp, Inc. and its stockholders, and the Board of Directors unanimously recommends a vote "FOR" each applicable matter to be considered and "FOR" one year.

On behalf of the Board of Directors, we urge you to sign, date and return the enclosed proxy card or vote via the Internet or by mobile device as soon as possible, even if you currently plan to attend the annual meeting. This will not prevent you from voting at the virtual meeting, but will assure that your vote is counted if you are unable to attend the annual meeting. Your vote is important, regardless of the number of shares that you own. Our Proxy Statement and the 2024 Transition Report are available at: https://www.cstproxy.com/pioneerbancorp/2025.

Sincerely,

Thomas L. Amell

President and Chief Executive Officer

Pioneer Bancorp, Inc.

652 Albany Shaker Road

Albany, New York 12211

1. 730-3025
   NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 20, 2025

Notice is hereby given that the 2025 Annual Meeting of Stockholders of Pioneer Bancorp, Inc. will be held on May 20, 2025 at 9:00 a.m., local time. There is no physical location for the annual meeting. We are holding this meeting virtually live via the Internet. You will be able to attend online by visiting https://www.cstproxy.com/pioneerbancorp/2025 at the meeting date and the time described above and in the accompanying proxy statement. You will need your 12-digit control number included on your proxy card to enter the meeting. To merely listen to the meeting, if you are within the U.S. and Canada, please dial toll-free +1-800-450-7155 or if outside the U.S. and Canada, please dial +1-857-999-9155 (standard rates apply), and enter the conference code 3460515#. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in the proxy statement.

A Proxy Card and Proxy Statement for the annual meeting are enclosed. The annual meeting is for the purpose of considering and acting upon:

1. the election of one director;
2. the ratification of the appointment of Bonadio & Co., LLP as the independent registered public accounting firm for the year ending December 31, 2025;
3. the approval of a non-binding advisory resolution regarding the compensation of the Company's Named Executive Officers ("NEOs");
4. the approval of a non-binding advisory vote as to whether advisory votes on NEO compensation should be held every year, every two years, or every three years; and

such other matters as may properly come before the annual meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the annual meeting.

Any action may be taken on the foregoing proposals at the annual meeting on the date specified above, or on the date or dates to which the annual meeting may be adjourned. Stockholders of record at the close of business on March 24, 2025 are the stockholders entitled to vote at the annual meeting, and any adjournments thereof.

EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE BY INTERNET OR MOBILE DEVICE AS DIRECTED ON YOUR PROXY CARD. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED. A PROXY MAY BE REVOKED BY FILING WITH THE CORPORATE SECRETARY OF PIONEER BANCORP, INC. A WRITTEN REVOCATION OR A DULY EXECUTED PROXY CARD BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED TO TAKE ADDITIONAL STEPS TO PARTICIPATE IN THE ANNUAL MEETING AS DESCRIBED IN THE PROXY STATEMENT. ATTENDANCE AT THE ANNUAL MEETING WILL NOT IN ITSELF CONSTITUTE REVOCATION OF YOUR PROXY.

By Order of the Board of Directors

Susan M. Hollister

Corporate Secretary

Albany, New York

April 11, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: THE PROXY STATEMENT, INCLUDING THE NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS, AND PIONEER BANCORP, INC.'S TRANSITION REPORT ON FORM 10-KT FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 ARE EACH AVAILABLE ON THE INTERNET AT https://www.cstproxy.com/PIONEERBANCORP/2025.

PROXY STATEMENT

Pioneer Bancorp, Inc.

652 Albany Shaker Road

Albany, New York 12211

(518) 730-3025

ANNUAL MEETING OF STOCKHOLDERS

May 20, 2025

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Pioneer Bancorp, Inc. ("Pioneer Bancorp" or the "Company") to be used at the Annual Meeting of Stockholders, which will be held at http://www.cstproxy.com/pioneerbancorp/2025 on May 20, 2025, at 9:00 a.m., local time, and all adjournments of the annual meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being mailed to stockholders on or about April 11, 2025.

REVOCATION OF PROXIES

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the annual meeting and all adjournments thereof. Proxies solicited on behalf of the Board of Directors of Pioneer Bancorp will be voted in accordance with the directions given thereon. Please vote by Internet, Mobile device or sign and return your proxy card in the postage paid envelope provided. Where no instructions are indicated on the proxy card, signed proxies will be voted "FOR" the election of the nominee for director named herein, "FOR" the ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, 2025, "FOR" the approval of the non-binding advisory resolution regarding the compensation of the Company's NEOs and "FOR" the approval of a non-binding advisory vote to hold advisory votes on NEO compensation every year.

Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Pioneer Bancorp at the address shown above, by filing or voting a duly executed proxy bearing a later date or by voting at the annual meeting. The presence at the annual meeting of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder votes at the annual meeting or delivers a written revocation to our Corporate Secretary prior to the voting of such proxy.

If you have any questions about giving your proxy or require assistance, please call Susan M. Hollister, Corporate Secretary, at (518) 730-3025.

If you are a stockholder whose shares are not registered in your name, you will need to register in advance to attend the annual meeting following the instructions described below.

SOLICITATION OF PROXIES; EXPENSES

We will pay the cost of this proxy solicitation. Our directors, executive officers and other employees may solicit proxies by mail, personally, by telephone, by press release, by facsimile transmission or by other electronic means. No additional compensation will be paid to our directors, executive officers or employees for such services. We will reimburse brokerage firms and other custodians, nominees, and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of our common stock.

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VOTING SECURITIES AND PRINCIPAL HOLDERS

Except as otherwise noted below, holders of record of Pioneer Bancorp's shares of common stock, par value $0.01 per share, as of the close of business on March 24, 2025 are entitled to one vote for each share then held. As of March 24, 2025, there were 25,853,091 shares of common stock issued and outstanding. Our Articles of Incorporation provide that record holders of our common stock who beneficially own, either directly or indirectly, more than 10% of our outstanding shares (other than Pioneer Bancorp, MHC) are not entitled to any vote with respect to the shares held in excess of the 10% limit.

Attending the Meeting

The annual meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the annual meeting only if you were a stockholder of Pioneer Bancorp as of the close of business on March 24, 2025, or if you hold a valid proxy for the annual meeting. No physical meeting will be held.

You will be able to attend the annual meeting, vote your shares or submit your questions online during the meeting by visiting http://www.cstproxy.com/pioneerbancorp/2025. The online meeting will begin promptly at 9:00 a.m., local time. We encourage you to access the meeting before the start time leaving ample time to check in. To participate in the annual meeting, you will need the 12-digit control number included on your proxy card. If you do not have or misplace your control number, contact Continental Stock Transfer and Trust Company ("Continental") at (917) 262-2373 or proxy@continentalstock.com.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. To register to attend the annual meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Pioneer Bancorp stock holdings along with your name and e-mail address to Continental. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern time, on May 15, 2025.

You will receive a confirmation of your registration by e-mail after we receive your registration materials. Beneficial owners who submit a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting.

Requests for registration should be directed to us at the following:

By e-mail: Forward the e-mail from your broker, or attach an image of your legal proxy, to: proxy@continentalstock.com

By mail:

Continental Stock Transfer

Pioneer Bancorp Legal Proxy

1 State Street 30th Floor

New York, NY 10004-1561

To merely listen to the meeting, if you are within the U.S. and Canada, please dial toll-free +1-800-450-7155 or if outside the U.S. and Canada, please dial +1-857-999-9155 (standard rates apply), and enter the conference code 3460515#.

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Votes Required

As to the election of directors, the proxy card being provided by the Board of Directors enables a stockholder: (i) to vote FOR the nominee proposed by the Board; or (ii) to vote WITHHOLD for the nominee. Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which the authority to vote for the nominee being proposed is withheld. Plurality means that the individual who receives the highest number of votes cast is elected, up to the maximum number of directors to be elected at the annual meeting.

As to the ratification of the appointment of Bonadio & Co., LLP as our independent registered public accounting firm for the year ending December 31, 2025, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on such ratification. The ratification of this matter shall be determined by a majority of the votes represented at the annual meeting and entitled to vote on the matter, without regard to proxies marked ABSTAIN or broker non-votes.

As to the advisory, non-binding approval of the resolution with respect to our NEO compensation as described in this Proxy Statement, a stockholder may: (i) vote FOR the resolution; (ii) vote AGAINST the resolution; or (iii) ABSTAIN from voting on the resolution. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to broker non-votes and proxies marked ABSTAIN, is required for the approval of the non-binding resolution. While this vote is required by law, it will neither be binding on the Company or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors.

As to the advisory non-binding vote on the approval of the frequency of the advisory votes on NEO compensation, stockholders may: (i) vote ONE YEAR; (ii) vote TWO YEARS; (iii) vote THREE YEARS, or (iv) ABSTAIN from voting on such matter. The option that receives the most votes at the Annual Meeting will be considered by the Board of Directors in determining the preferred frequency with which the Company will hold a stockholder vote to approve the compensation of its NEOs.

Management anticipates that Pioneer Bancorp, MHC, our majority stockholder, will vote all of its shares of common stock in favor of all the matters set forth above and for every year. If Pioneer Bancorp, MHC votes all of its shares as described above, the election of a director, the ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2025, approval of the advisory, non-binding resolution with respect to our NEO compensation, and the every year vote on the frequency of the advisory votes on NEO compensation would be assured.

Effect of Not Casting Your Vote

If you hold your shares in "street name," you are considered the beneficial owner of your shares and your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by completing a voting instruction form provided by your broker, bank or other holder of record that accompanies your proxy materials. If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors (Proposal 1), the advisory vote on NEO compensation (Proposal 3), and the frequency of the advisory votes on NEO compensation (Proposal 4). Current regulations restrict the ability of your bank, broker or other holder of record to vote your shares in certain matters on a discretionary basis. Therefore, if you hold your shares in street name and you do not instruct your bank, broker or other holder of record on how to vote in Proposals 1, 3, and 4, no votes will be cast on your behalf. These are referred to as "broker non-votes." Your bank, broker or other holder of record, however, does continue to have discretion to vote any shares for which you do not provide instructions on how to vote on the ratification of the appointment of the independent registered public accounting firm (Proposal 2). If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the annual meeting.

Participants in the Pioneer Bank Employee Stock Ownership Plan or the Pioneer Bank 401(k) Plan

If you participate in the Pioneer Bank Employee Stock Ownership Plan (the "ESOP"), you will receive a Vote Authorization Form for the ESOP that reflects all of the shares you may direct the trustee to vote on your behalf under the ESOP. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the proportionate interest of shares of our common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of our common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for

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which it has received timely voting instructions, subject to a determination that such vote is in the best interest of ESOP participants.

In addition, participants in the Pioneer Bank 401(k) Plan ("401(k) Plan") who have assets invested in Pioneer Bancorp common stock will receive a Vote Authorization Form that allows them to direct the 401(k) Plan trustee to vote their shares held by the 401(k) Plan. If a participant does not direct the 401(k) Plan trustee as to how to vote his or her shares in the 401(k) Plan, the trustee will vote such interest in the same proportion as it has received voting instructions from other 401(k) Plan participants. The deadline for returning your ESOP Vote Authorization Form and/or 401(k) Vote Authorization Form is Tuesday, May 13, 2025 at 5:00 p.m. local time.

PROPOSAL I-ELECTION OF DIRECTORS

Our Board of Directors is currently comprised of eight members. Following our annual meeting the Board of Directors will be reduced to seven members. Our Bylaws provide that directors are divided into three classes as nearly equal in number as possible, with one class of directors elected annually. Eileen C. Bagnoli has been nominated for election at the annual meeting to serve for a three-year period and until her successor shall have been elected and qualified. The nominee is currently a director of Pioneer Bancorp.

The following sets forth certain information regarding the nominee and the other current members of our Board of Directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to the nominee) will be voted at the annual meeting for the election of the proposed nominee. If the nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why the nominee might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of December 31, 2024, and term as a director includes service with Pioneer Bank, National Association ("Pioneer Bank") and its predecessor. Pioneer Bank was first chartered in 1889 as a New York state chartered savings bank and converted to a national bank on April 1, 2024.

With respect to directors and the nominee, the biographies contain information regarding the person's business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of Pioneer Bancorp is also a director of Pioneer Bank.

Directors

The nominee for director of Pioneer Bancorp for term ending in 2028:

Eileen C. Bagnoli (age 75) served in various capacities with Pioneer Bank since 1972 until her retirement with Pioneer Bank in June 2013 after a 41-year career. During her tenure, Ms. Bagnoli held positions at Pioneer Bank in retail branch management, marketing, human resources and operations, and served as Chief Executive Officer from June 2010 until June 2013 and as Executive Vice President and Chief Operating Officer from 2003 until June 2010. Ms. Bagnoli was actively involved in the New York Bankers Association, as well as the Independent Bankers Association of New York State. She served as a director and past board chair of the Commission on Economic Opportunity and the New York State Higher Education Services Corporation Board and additionally served for over 22 years on the board of the Helping Hands School. In 2008, she was honored for her distinguished career with the "Women of Excellence" award by the Albany-Colonie Regional Chamber of Commerce and in 2010 was the recipient of the Albany Business Review's "Women in Business Outstanding Executive" award. Ms. Bagnoli served on the board of WMHT Educational Telecommunications until 2016. Ms. Bagnoli's extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which we serve affords the board valuable insight regarding our business and operations. Ms. Bagnoli joined Pioneer Bank's board in 2010 and has been a member of the boards of Pioneer Bancorp and Pioneer Bancorp, MHC since their incorporation.

The following directors of Pioneer Bancorp have terms ending in 2026:

Stacy Hengsterman (age 53) is the President and Chief Executive Officer of Special Olympics New York, the largest Special Olympics Chapter in the United States. Special Olympics New York serves more than 67,000 athletes including both children and adults with intellectual disabilities. Prior to becoming President and Chief Executive Officer of Special Olympics New York in July 2018, Ms. Hengsterman spent two decades shaping state higher education policy

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