Proxy Statement

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PB Financial Holdings, Inc., an Arizona corporation 14287 N. 87th Street, Suite 123 Scottsdale, AZ 85260 (480) 609-0055 __________________________________________ NOTICE OF MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2017, 2:00 P.M. __________________________________________

To the Shareholders of PB Financial Holdings, Inc.: NOTICE IS HEREBY GIVEN that the 2017 Annual Meeting of Shareholders of PB Financial Holdings, Inc., an Arizona corporation (the “Company”), will be held at Pinnacle Bank, 14287 North 87th Street, Suite 123, Scottsdale, Arizona at 2:00 p.m. local time on June 22, 2017 (the “Meeting”), for the following purpose, which is more fully described in the accompanying Proxy Statement: 1. To elect two directors of the Company for three-year terms expiring at the Annual Meeting of Shareholders in 2020, or until their respective successors are duly elected and qualified. 2. To transact any other business that may properly come before the Meeting and any adjournment thereof. Only shareholders of the Company at the close of business on May 3, 2017, will be entitled to receive notice of and to vote at the Meeting and at any adjournments thereof. Whether or not you expect to attend the Meeting, we urge you to consider the accompanying Proxy Statement carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES, AND THE PRESENCE OF A QUORUM MAY BE ASSURED AT THE MEETING. The giving of a proxy does not affect your right to vote in person in the event you attend the Meeting.

_____________________________________ Michael J. Thorell President and Chief Executive Officer Scottsdale, Arizona May 12, 2017

PB FINANCIAL HOLDINGS, INC., an Arizona corporation 14287 N. 87th Street, Suite 123 Scottsdale, Arizona 85260 __________________________________________ PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2017, 2:00 P.M. __________________________________________ This Proxy Statement and the accompanying proxy are being furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board”) of PB Financial Holdings, Inc., an Arizona corporation (the “Company”), for use at the Annual Meeting of Shareholders of the Company (the “Meeting”). The Meeting will be held at Pinnacle Bank, 14287 North 87th Street, Suite 123, Scottsdale, Arizona, at 2:00 p.m. local time on June 22, 2017 (the “Meeting”). This Proxy Statement and the accompanying proxy are being mailed on or about May 12, 2017, to holders of common shares of the Company (“Common Shares”) as of May 3, 2017 (the “Record Date”). At the close of business on the Record Date, there were 3,148,138.40 Common Shares outstanding and entitled to vote at the Meeting. Only those shareholders of record at the close of business on the Record Date will be entitled to vote. VOTING AT THE MEETING Each holder of record of Common Shares is entitled to cast one vote for each Common Share on each matter voted on at the Meeting, except for the election of Directors, for which cumulative voting is permitted by Article 14, Section 10 of the Arizona State Constitution and by Section 10-728B of the Arizona Revised Statutes. See the section entitled “Cumulative Voting for Directors” under Item 1 below. The Company’s stock transfer agent, ClearTrust, LLC, has been appointed by the Board to tabulate the number of Common Shares represented, receive proxies and ballots, and tabulate the vote. Ms. Laura Laas has been appointed by the Board to serve as Inspector of Election at the Meeting. All Common Shares represented by properly dated and executed proxies in the form accompanying this Proxy Statement which are received prior to or at the Meeting and are not revoked will be voted in accordance with the instructions indicated in such proxies. If no such instructions are indicated, such Common Shares will be voted: “FOR” each of the candidates nominated to serve as Directors listed herein. Any shareholder may revoke such shareholder’s proxy at any time prior to its use by filing with the Secretary of the Company written revocation of such shareholder’s proxy, by filing a duly executed proxy bearing a later date or by voting in person at the Meeting. Attendance by a shareholder at the Meeting will not, in and of itself, revoke such shareholder’s proxy. In addition to solicitation by mail, Directors, officers and employees of the Company and Pinnacle Bank may solicit proxies by telephone or personal contact, for which such persons will receive no additional compensation. Banking institutions, brokerage firms, custodians, trustees, nominees and 1

fiduciaries will be requested to forward solicitation materials to the beneficial owners of Common Shares held of record by them, and will be reimbursed for their reasonable forwarding expenses upon their request. The Company and/or Pinnacle Bank will pay all reasonable costs of the solicitation of proxies. VOTE REQUIRED The presence, in person or by proxy, of the holders of a majority of the votes represented by the outstanding Common Shares entitled to vote at the Meeting is necessary to constitute a quorum for the conduct of business at the Meeting. Abstentions and broker non-votes will be counted as shares present for purposes of determining whether a quorum is present. Broker non-votes are limited proxies submitted by brokers or other nominees who do not have the required voting authority from beneficial owners. Directors will be elected by a plurality of the votes (determined under cumulative voting principles) cast by Common Shares entitled to vote at the Meeting, which means that the nominees receiving the highest vote totals will be elected and placed in the class of Directors as set forth below to serve for the terms indicated. Common Shares as to which authority to vote on the election of Directors has been withheld and broker non-votes will not be counted as votes cast for nominees and will have no effect on the outcome of the voting for Directors. Security Ownership of the Company’s Officers and Directors The following table sets forth information in respect of the number of Common Shares beneficially owned by each officer and director of the Company and by all officers and directors as a group as of the Record Date: Name Quinn DeAngelis James P. Gilligan Bodil Hughes Robert E. Leonard Robert C. McIver Bradley R. Nilsen Thomas P. Rietz Stephen Y. Schwanz Michael J. Thorell David L. Timmerman Greg Thorell Tim Romano All Officers and Directors as a Group

Number of Common Shares(1) 60,082.31 118,238.96 28,572.00 10,000.00 102,750.33 110,723.12 133,799.28 12,500.00 112,151.72 61,274.33 14,286.00 2,544.71

Percent of Common Shares Outstanding 1.91 3.76 0.91 0.32 3.26 3.52 4.25 0.40 3.56 1.95 0.45 0.08

766,922.76

24.36%

(1) The amount of Common Stock shown includes the total outstanding Common Shares beneficially owned by the individuals, but does not include the Common Shares issuable upon the exercise of outstanding stock options.

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BUSINESS AT THE MEETING Item 1. Election of Directors At the Meeting, two Directors are to be elected for a three-year term expiring at the 2020 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. Unless authority is withheld, it is intended that all Common Shares represented by proxies in the form accompanying this Proxy Statement will be voted in favor of the two nominees named below, each of whom is currently a Class II Director. All nominees have agreed to serve if elected. If any nominee is unable or unwilling to serve as a Director at the time of the Meeting, a proxy may be voted “FOR” the election of another person recommended by the Board in place of such nominee, unless the shareholder executing such proxy withholds authority to vote for the election of Directors. Cumulative Voting for Directors Cumulative voting for the election of Directors is permitted under Arizona law. Cumulative voting entitles each shareholder to cast for a single nominee a number of votes equal to the number of Directors being elected at the Meeting, multiplied by the number of Common Shares owned by such shareholder, or to distribute such votes among all of the nominees as he or she sees fit. Class II Director Nominees Quinn DeAngelis. Mr. DeAngelis is a founding director and shareholder of Pinnacle Bank. He currently chairs the Board’s Compensation and Director Loan Committees and has formerly chaired the Board’s Executive and Investment/Asset and Liability Committees. Mr. DeAngelis is an attorney with DeAngelis Legal in North Scottsdale and was formerly a partner in the law firm of Jennings, Strouss & Salmon, PLC. Since 1992, he has been assisting clients with their general business and estate planning needs and is a certified specialist in estate planning by the State Bar of Arizona. Mr. DeAngelis is the past chairman of the Probate and Trust Law Section of the State Bar of Arizona, served on its executive council from 2001 to 2005, and is a member of the Scottsdale Bar Association, the Arizona Bar Association, the American Bar Association and the Maricopa County Bar Association. Mr. DeAngelis is a graduate of Scottsdale’s Saguaro High School, graduated from Arizona State University in 1989 with a Bachelor of Science Degree in Finance and earned his law degree from Southern Methodist University in 1992. James P. Gilligan. Mr. Gilligan is a founding director and shareholder of Pinnacle Bank. He has over 29 years of experience in auditing, homebuilding, financial management, commercial acquisition and property management. Currently, he is responsible for overseeing Kinsale Realty Group’s day to day operations. Kinsale Realty Group owns and operates grocery anchored retail commercial properties in Arizona and Missouri. Mr. Gilligan’s duties include facilitating strategic planning, forecasting project performance and coordinating all commercial acquisitions and financing. Mr. Gilligan has prior experience in finance and accounting positions with Del Webb Corporation, Akins Financial Corp., Kaufman and Broad, Inc., and most recently with Ryland Homes as Vice President and Controller. He began his career at Price Waterhouse & Company in Los Angeles, California, and left the company as an audit senior. Mr. Gilligan received a Bachelor of Science degree 3

in Accounting from the University of Southern California and is certified by the University of California, Irvine, in light construction and development management. He is a licensed real estate broker, certified public accountant (in-active status), and has held a general building contractors license. In addition, he currently serves as Chairman of the Board’s Audit committee, Vice-Chairman of the Board’s IT Steering Committee and is a member of the Executive, Loan, and Investment/Asset and Liability Committees. The Company is not aware of any family relationship between any Director or person nominated by the Company to become a Director, nor any involvement in legal proceedings which are material to the ability or integrity of any Director or person nominated to become a Director. UNLESS AUTHORITY FOR THE NOMINEES IS WITHHELD, THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED, WILL BE VOTED FOR THE ELECTION OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS. The Board of Directors recommends a vote “FOR” each of the nominees for election to the Board. Directors Continuing After the Meeting The following Directors will continue to serve as Directors after the Meeting until the Annual Meeting of Shareholders in the year specified below and until a successor is duly elected or until the Director’s earlier resignation, removal from office or death: Name

Class

Term Expires

Bradley R. Nilsen

Class I

2019

Michael J. Thorell

Class I

2019

David L. Timmerman

Class I

2019

Robert Leondard

Class I

2019

Bodil (Bo) Hughes

Class III

2018

Robert C. McIver

Class III

2018

Thomas P. Rietz

Class III

2018

Stephen Y. Schwanz

Class III

2018

Class I Director Nominees Bradley R. Nilsen. Mr. Nilsen is a founding director and shareholder of Pinnacle Bank. He is the former Vice President and General Manager of ABC-15 KNXV-TV, a graduate of Brigham Young University, and an Arizona resident since 1987. Mr. Nilsen has ownership interests in several Arizonabased businesses. Mr. Nilsen has served as the Vice-Chairman of the Board since the inception of Pinnacle Bank in 2005. He has also served and continues to serve on various Board Committees of Pinnacle Bank including Chairman and Vice-Chairman of Executive, Strategic Planning, Compensation, Loan, Investment/Asset and Liability, and Marketing. 4

Michael J. Thorell. Mr. Thorell is the President and Chief Executive Officer of Pinnacle Bank. Mr. Thorell started his banking career in Arizona in 1989 with a small thrift based in Ohio. He further developed in all areas of banking with Fifth Third Bancorp until he participated as a founder in Choice Bank in 2003. He managed Choice Bank until it successfully merged with Silver State Bancorp in 2006. Mr. Thorell has served on the Board of Directors of the Arizona Bankers Association for over 10 years, most recently as Chairman of the Board. At Pinnacle Bank, he continues to provide his leadership skills to grow Pinnacle Bank and oversee the daily operations. In addition, he serves as a member of the Marketing, Investment/Asset and Liability, Loan, Strategic Planning, Compensation, Nominating, and Executive Board Committees. David L. Timmerman. Mr. Timmerman is a founding director and shareholder of Pinnacle Bank. He is an Arizona native and has worked in real estate financing for over 23 years. After graduating from high school in Scottsdale, Arizona, Mr. Timmerman served a two-year mission for his church in the eastern states. After returning, he attended Arizona State University—West Campus, studying business and finance. While in college he started working as a Loan Officer, later opened up a successful mortgage branch in 1998, and later his own company in 2007. He is currently the President of American Financial Lending, Inc., a mortgage banker/broker located in North Phoenix. He has extensive experience in conforming, jumbo, FHA (Federal Housing Administration), VA (U.S. Dept of Veteran Affairs), and Alt-A lending. Since Bank formation, he has served and continues to serve on various Board Committees, including Chairman and Vice-Chairman of Loan, IT Steering, Investment/Asset and Liability, and Marketing Committee.

Robert Leonard. Mr. Leonard is a third generation Arizonan and 1981 graduate of Arizona State University. He is the owner and Executive Director of Colonial Capital, LLC, a Private Money Lending Institution serving Arizona and other areas within the western United States. He has in total over 30 years of experience in real estate lending, money management and raising capital. Prior to his involvement with Colonial Capital, he co-founded Main Street Financial Group, Inc., a residential mortgage company based in Phoenix and Scottsdale that focused on FHA, VA, conventional and construction loans between 1995-2003. Prior to his involvement with Main Street Financial Group, Leonard graduated from the Commercial Management Lending Program at United Bank of Arizona in 1982 and subsequently worked in all aspects of Commercial and Real Estate Lending with this bank through 1988. Mr. Leonard was hired by Valley National Bank in 1988 and subsequently ran a priority banking branch for this bank before founding Main Street Financial Group, Inc. He is a founding member of the Board of Directors of the Arizona Private Lenders Association (APLA) and continues to serve on the board of directors, currently as secretary for the organization. He has also been involved with many charitable organizations, including the Executive Council (EC 70 Charities) since 1991. Class III Director Nominees Bodil (Bo) Hughes. Ms. Hughes is Executive Vice President and Chief Operating Officer of Pinnacle Bank. She joined the bank’s management team in 2008 as the Chief Financial Officer and subsequently assumed the role of Chief Operating Officer in 2011. In May 2011, Ms. Hughes was appointed to the Board of Directors. Ms. Hughes is responsible for financial reporting of the holding company and overall operations of the bank. Her duties include oversight of accounting and finance, operations and compliance, information technology, retail banking, human resources and risk management. In addition, she serves as a member of the Board’s Audit, Investment/Asset and Liability, Strategic Planning, Information Technology, and Nominating Executive Committees. Ms. Hughes began 5

her banking career in 1992 with U.S. Bank and then transitioned to public accounting in 2003. She joined McGladrey & Pullen, LLP, where she served as an Audit Manager and financial institution internal control specialist. She consulted with clients on complex accounting and reporting issues, SOX compliance programs, and has experience with registration statements and public offerings. In 2007, Ms. Hughes became the Chief Financial Officer of a publically-traded bank with assets in excess of one billion dollars. Ms. Hughes is a Certified Public Accountant, holds a Masters in Accounting from the University of Nevada, Las Vegas, and a Bachelor of Science in Economics, Political Science and Philosophy from Eastern Oregon University, where she graduated Summa Cum Laude. Ms. Hughes is a native of Oregon and now lives in Scottsdale with her daughter. Robert C. McIver. Mr. McIver is a founding director and shareholder of Pinnacle Bank. He is the Chief Financial Officer and a Principal with The Athens Group. The Athens Group is a full service development company specializing in high-end luxury resort and hotel development, along with luxury residential and associated recreational amenities. Athens Group developments include the Four Seasons Hualalai on the Big Island of Hawaii, the Ritz Carlton Half Moon Bay, California, The Ritz Carlton Bachelor Gulch, Beaver Creek, Colorado, the Montage Laguna Beach and the Montage Beverly Hills, both in California, the Montage Deer Valley, in Park City, Utah, and the Montage Palmetto Bluff in South Carolina. Mr. McIver’s role at the Athens Group includes overseeing all financing and accounting activities, due diligence for new acquisitions, along with sourcing and expanding partner and lender relationships. Mr. McIver has been responsible for raising and structuring over $1.5 billion dollars of equity and debt for the Athens Group’s various development projects. Mr. McIver also serves on the Board of Trustees for the Phoenix Boys Choir. Prior to joining The Athens Group in 1998, Mr. McIver spent four years with the Del Webb Corporation. At Del Webb, he served as Controller for Coventry Homes, the company’s conventional homebuilding division. Prior to joining Del Webb, Mr. McIver worked both in the tax and audit divisions of KPMG Phoenix. Mr. McIver graduated with a B.A in both Finance and Accounting from the University of Arizona. Thomas P. Rietz. Mr. Rietz is a founding director and shareholder of Pinnacle Bank, and has served as Chairman of the Board since the Bank’s inception. He is the President of Canterra Lighting, Inc. a Distributor of both Residential and Commercial Grade LED lights and fixtures. Canterra Lighting, Inc. was launched six years ago as a result of the Green Initiatives instituted by Canterra Homes, Inc., which he founded 21 years ago. Canterra Homes built subdivisions of single family homes in the Phoenix Market. As President of Canterra Homes, Mr. Rietz was responsible for obtaining bank financing, overseeing construction, seeking approvals from City Councils and performing market analysis. Mr. Rietz has a diverse business background, from operations to finance. Mr. Rietz spent his early years working in various Divisions of Koch Industries, a privately held energy conglomerate based in Wichita, Kansas. Later he served as a Portfolio Consultant with HOLT Value Associates, now part of Credit Suisse First Boston. He also assisted Mutual Fund and Money Managers with the selection of investments. Mr. Rietz received his Bachelors of Arts Degree from The University of Kansas.

Stephen Y. Schwanz. Mr. Schwanz is a founding director and shareholder of Pinnacle Bank. He is the President and Managing Director of Franchise Capital Advisors advising and completing over $2 Billion in closed transactions during the last twelve years. Previously, Mr. Schwanz was Senior Vice President of Structured Finance at GE Commercial Finance (“GEFF”). During his twenty-two years at GEFF and predecessor company Franchise Finance Corporation of America (“FFCA”), he originated over 6

$4 billion in volume and oversaw the origination of several hundred million more under his leadership of the Structured Finance Group. Mr. Schwanz has been a member and past President of the Executive Council (EC70 Charities) since 1983. He also sits on the Board of Governors of the Boys and Girls Club of Greater Scottsdale where he has chaired many fundraising events including the Angels for Kids Annual Giving Campaign and the Mark Grace Celebrity Invitational. Item 2. Other Business The Board knows of no other matters that will be presented for a vote at the Meeting. Any other matter raised at the Meeting may, at the discretion of the Chairman of the Board, be deemed out of order unless the Secretary receives written notice of such matter at least 10 business days prior to the Meeting. If other matters properly come before the Meeting, the proxy holder will vote the Common Shares represented by properly executed proxies according to the proxy holder’s best judgment on those matters.

Annual Disclosure Statement An Annual Disclosure Statement will be available at the Meeting and is available upon request at any time by contacting: Bodil Hughes Executive Vice President Pinnacle Bank 14287 N. 87th Street, Suite 123 Scottsdale, AZ 85260 (480) 609-0055

PB Financial Holdings, Inc.

Michael J. Thorell President and Chief Executive Officer Date:

May 12, 2017

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