UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 2023
SR BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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333-270489
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92-2601722
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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220 West Union Avenue, Bound Brook, New Jersey
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08805
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (732) 560-1700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
SR Bancorp, Inc. (the “Company”), the proposed holding company for Somerset Savings Bank, SLA (the “Bank”), announced today that the
closing of the conversion of the Bank from the mutual to stock form of organization and related stock offering by the Company is expected to occur after the close of business on or about September 19, 2023. SR Bancorp, Inc.’s common stock is
expected to begin trading on the Nasdaq Capital Market under the trading symbol “SRBK” on September 20, 2023.
Promptly following the completion of the conversion and
related stock offering, Regal Bancorp, Inc. a New Jersey corporation (“Regal Bancorp”), will merge with and into the Company, with the Company as the surviving entity (the “Merger”). Immediately following the Merger, Regal Bank, a New Jersey
chartered commercial bank headquartered in Livingston, New Jersey and the wholly-owned subsidiary of Regal Bancorp, will merge with and into the Bank, which will convert to a commercial bank charter and be renamed Somerset Regal Bank. In
connection with the Merger, each outstanding share of Regal Bancorp common stock will be converted into the right to receive $23.00 in cash.
For more information about the stock offering, see the press release, dated September 11, 2023, which is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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104.1 |
The cover page for this Current Report on Form 8-K, formatted in Inline XBRL.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
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SR BANCORP, INC.
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DATE: September 11, 2023
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By:
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/s/William P. Taylor
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William P. Taylor
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Chairman of the Board and Chief Executive Officer
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