Transaction Overview

PB Financial Corporation (OTCQX: PBNC) (the “Company”), the holding company for Providence Bank, today announced that it has completed a private placement of $12.0 million in aggregate principal amount of subordinated notes to certain qualified institutional and other accredited investors. The Company intends to use the net proceeds of the notes offering to support organic growth, to fund potential future acquisitions and for general corporate purposes, including investments in its banking subsidiary.

The notes will initially bear interest at a rate of 3.50% per annum from and including January 27, 2022, to but excluding February 1, 2027, with interest during this period payable semi-annually in arrears. From and including February 1, 2027 to but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly to an annual floating rate equal to the three-month Secured Overnight Financing Rate (SOFR), or an alternative rate determined in accordance with the terms of the notes if the three-month SOFR cannot be determined, plus 2.02%, with interest during this period payable quarterly in arrears. The Company may redeem the notes, in whole or in part, on or after February 1, 2027 or, in whole but not in part, under certain limited circumstances set forth in the notes. The notes are not subject to redemption at the option of the holders. The notes are intended to qualify as tier 2 capital for regulatory capital purposes.

About PB Financial Corporation

PB Financial Corporation is the bank holding company for Providence Bank, a North Carolina state-chartered community bank headquartered in Rocky Mount, North Carolina with $701.4 million in total assets at December 31, 2021. Providence Bank is headquartered at 450 N. Winstead Avenue in Rocky Mount, North Carolina, with branches in Rocky Mount, Tarboro, Nashville, Wilson and Raleigh, North Carolina.

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Greg Gersack

Head of Equity Capital Markets

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John Schramm

Managing Director, FIG Group

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Lozan Aleksandrov

Managing Director, Equity Capital Markets

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