UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On July 13, 2023, SR Bancorp, Inc., a Maryland corporation (“SR Bancorp”), and Somerset Savings Bank, SLA (the “Bank”) entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (“KBW”). KBW will assist in the marketing of SR Bancorp’s common stock during SR Bancorp’s stock offering in connection with the Bank’s pending conversion from the mutual to stock holding company (the “Conversion”).
For its marketing agent services in the subscription and community offering, KBW will receive at the closing of the stock offering a fee of 1.0% of the aggregate purchase price of the shares of common stock sold in the subscription offering, excluding shares to be issued to the charitable foundation to be established and funded as a part of the Conversion. If SR Bancorp conducts a syndicated community offering, the Company will pay a fee of 6.0% of the aggregate dollar amount of common stock sold in the syndicated community offering.
In addition, KBW will receive a fee of $30,000 for conversion agent and data processing records management agent, as well as reimbursements for out-of-pocket expenses and legal expenses related to its marketing agent services and its conversion agent and records manager services.
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-270489) filed by SR Bancorp under the Securities Act of 1933, as amended, and a related prospectus dated July 13, 2023.
The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Agency Agreement dated July 13, 2023, by and among the SR Bancorp, Inc., Somerset Savings Bank, SLA and Keefe, Bruyette & Woods, Inc. (exhibit omitted) | |
| 104.1 | The cover page for this Current Report on Form 8-K, formatted in Inline XBRL. | |
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.
| SR BANCORP, INC. | ||||||
| DATE: July 14, 2023 | By: | /s/ William P. Taylor | ||||
| William P. Taylor | ||||||
| Chairman of the Board and Chief Executive Officer | ||||||