Regulation FD Policy
General
PSB FINANCIAL, INC. REGULATION FD POLICY
PSB Financial, Inc. (the “Company”) is committed, consistent with legal and regulatory requirements, to providing timely, orderly, consistent and credible material information to its securityholders and potential investors. The Company has developed detailed guidelines and procedures for receiving requests for, and ultimately disclosing material information. This Regulation FD Policy (the “Policy”) governs communications with securityholders, analysts and others.
The Securities and Exchange Commission’s (“SEC”) Regulation FD (Fair Disclosure) (“Regulation FD”) prohibits the selective disclosure of material nonpublic information to certain Enumerated Persons (as defined below). The regulation is intended to eliminate situations in which a company may disclose important nonpublic information to securities analysts or selected institutional investors, before disclosing the information to the general public.
Regulation FD requires that, whenever the Company (or a person acting on its behalf) intentionally discloses material nonpublic information to certain specified persons (including broker-dealers, analysts and securityholders), the Company must simultaneously disseminate the information to the public in a manner consistent with Regulation FD.
Examples of activities affected by this Policy include, but are not limited to:
- Earnings releases and conference
- Speeches, interviews and
- Analyst and investor
- Websites and social media
If the Company learns that it (or certain persons acting on its behalf) has unintentionally disclosed material nonpublic information, the Company must promptly publicly disseminate the information no later than 24 hours after discovering the unintentional disclosure or at the opening of trading on the New York Stock Exchange, whichever is later.
The Company adopted this Policy to ensure that any persons acting on its behalf comply with Regulation FD. This Policy applies to every director and employee of the Company and its subsidiaries, and complements the Company’s Insider Trading Policy. This Policy may be amended, terminated or reinstated at any time in the discretion of the Chief Executive Officer (the Company’s “Compliance Officer”).
Purpose
The purpose of this Policy is to provide clear guidelines and procedures for receiving external requests for, and making disclosure of, material information in order to promote the Company’s goal of providing accurate and timely communications on a broadly disseminated basis to ensure compliance with Regulation FD.
The Compliance Officer has the authority to oversee, interpret and enforce this Policy. All questions about this Policy should be directed to the Compliance Officer. The Compliance Officer must pre-approve in writing any deviation from the policies and procedures outlined in this Policy.
Authorized Spokespersons
The only persons authorized to speak on behalf of the Company to securities analysts, broker-dealers, securityholders and any other Enumerated Persons (as described below) are the Company’s executive officers, the Chair of the Company’s Board of Directors, or other persons specifically designated by them to speak with respect to a particular topic or purpose (each an “Authorized Spokesperson”).
While others may be designated from time to time by an Authorized Spokesperson to speak on behalf of the Company, it is essential that the Compliance Officer have knowledge of the information being disseminated by those individuals to facilitate the Company’s compliance with other applicable legal and regulatory requirements in its external communications.
To the extent practicable, Authorized Spokespersons must contact the Compliance Officer before having conversations with any Enumerated Persons in order to review as much of the substance of the intended communication as possible, including slides and other prepared materials.
Pre-written speeches, written statements, presentations and other external communications should, to the extent practicable or appropriate, be reviewed by the Compliance Officer (or their designee).
An Authorized Spokesperson who plans on speaking privately with one or more of the Company’s securityholders shall pre-clear the discussion topics with the Compliance Officer (or their designee). Alternatively, the Compliance Officer must participate in any meeting with such securityholder(s).
Enumerated Persons Subject to Regulation FD Disclosure Requirements
Regulation FD prohibits selective disclosure to certain specified persons, including:
- Broker-dealers and persons associated with them, including investment
- Investment advisers, certain institutional investment managers and their associated
- Investment companies, hedge funds, and affiliated
The persons noted above are collectively referred to as “Enumerated Persons.”
Selective disclosure is also prohibited if made to any securityholder under circumstances in which it is reasonably foreseeable that the securityholder would purchase or sell the Company’s securities on the basis of the information. In some cases, disclosure of material nonpublic information to any group can result in a possible Regulation FD violation if the information is not widely disseminated.
Communications in the ordinary course of business with customers, suppliers or strategic partners, as well as communications with the press or news organizations, rating agencies, or the government, are not covered by the regulation.
Day-to-Day Communications
Inquiries from analysts, securityholders and other Enumerated Persons in any department other than the offices of the Chief Executive Officer or Compliance Officer must be forwarded to the Compliance Officer. No attempt should be made to handle these inquiries without prior authorization from an Authorized Spokesperson.
Planned conversations must include at least one Authorized Spokesperson. It should be determined in advance whether it is intended that any material nonpublic information be disclosed. If so, the material nonpublic information should be disclosed prior to or simultaneously with the planned conversation by the issuance of a press release or the filing or “furnishing” of a Current Report on a Form 8-K, or both.
Public Disclosure of Significant Company Information
Any time an Authorized Spokesperson determines to disclose or discuss nonpublic Company information with anyone who is or might be an Enumerated Person, the Authorized Spokesperson should consult with the Compliance Officer to determine whether the information is material. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a security or where the fact is likely to have a significant effect on the market price of the security. Both positive and negative information may be material.
Possible material information or events include, but are not limited to:
- Earnings information and quarterly
- Mergers, acquisitions, significant changes in assets, or financing
- Changes in auditors or auditor notification that the issuer may no longer rely on an audit
- Cybersecurity risks and incidents, including vulnerabilities and
- Events regarding the Company’s securities (such as defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of securityholders, or public or private sales of additional securities.
- Regulatory approvals or changes in regulations and any analysis of how they affect the
If the determination is made that the information to be disclosed is material, the information must be disclosed through a press release or Current Report on Form 8-K or both before or at the same time that the information is disclosed to the Enumerated Person. The public disclosure may either disclose the material information or, if it is issued prior to disclosure to the Enumerated Person, may disclose that a conference call and/or webcast will be held to disclose the information. The public must be given adequate advance notice of any conference call and/or webcast and the means of accessing it.
Guidance, Quiet Period and Analyst Reports
The Company and its employees cannot give earnings guidance in any form (including “soft” or indirect guidance) in nonpublic settings. Any statements regarding earnings expectations will be limited to press releases, and if any, publicly available earnings calls.
Whenever the Company has issued any estimate or comment regarding earnings or other financial measures (which will ordinarily be issued through a press release and the filing or furnishing of a Form 8-K), no employee will comment on those projections during the quarter. In response to any question about such information, Authorized Spokespersons will say that it is the Company’s policy not to comment on projections during the quarter.
No Authorized Spokesperson will provide “comfort” with respect to any third-party earnings estimate or analysis. If any analyst inquires as to the reliability of a previously, publicly disseminated projection, the Authorized Spokesperson should follow the “no comment” policy.
The Company will observe a “quiet period” during which the Company shall not comment on the financial outlook for the Company. Unless the Compliance Officer determines otherwise, the quiet period is designated as any time other than the week immediately following the Company’s periodic earnings disclosure for which any comment may have been made on the Company’s financial outlook.
Use of Social Networks
Use of social networks, including corporate blogs, employee blogs, chat boards, Facebook, LinkedIn, X, YouTube and similar means of communication to disclose material, nonpublic information is prohibited under this Policy.
Press Release Policy
If a meeting or conference call is held after the issuance of a press release the purpose of which is to give analysts or major securityholders an opportunity to seek more information or ask questions concerning the information disclosed in a press release, the meeting or call shall be preceded by a press release as soon as the meeting or call is planned, which shall announce such meeting or call and provide information including the date, time, telephone number and webcast URL for the meeting or call. The meeting or call shall be open to analysts, media representatives and the general public.
If a director, member of management or employee of the Company learns of information that causes him or her to believe that a disclosure may have been misleading or inaccurate when made or may no longer be true, such person should report that information to the Compliance Officer.
Rumors: No Comment Policy
The Company will not comment on market rumors in the normal course of business. When it is learned that rumors about the Company are circulating, Authorized Spokespersons should state only that it is Company policy to not comment on rumors. If the source of the rumor is found to be internal, the Compliance Officer should be consulted to determine the appropriate response.
Violation of this Policy
Violations of Regulation FD are subject to SEC enforcement actions, which may include an administrative action seeking a cease-and-desist order, a civil action against the Company or an individual seeking an injunction and/or civil monetary penalties. Any violation of this policy by a director or employee shall be brought to the attention of the Compliance Officer and may constitute grounds for termination of service.
