What changed in this filing

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Item 1. Business

2024-10-16 compared with 2023-09-28 · 364 added, 298 removed, 343 unchanged (66% of the section changed)

SR Bancorp, Inc.

(“SR Bancorp”

or the “Company”) is a Maryland chartered company established to be the holding company for Somerset Savings Bank, now known as Somerset Regal Bank.

SR Bancorp’s primary business activity is the ownership of the outstanding common stock of Somerset Regal Bank.

SR Bancorp, Inc.

(“SR Bancorp” or the “Company”) is a Maryland chartered company and the holding company for Somerset Regal Bank (the “Bank”).

SR Bancorp’s primary business activity is the ownership of the outstanding common stock of Somerset Regal Bank.

SR Bancorp does not own or lease any property but instead uses the premises, equipment and other property of Somerset Regal Bank with the payment of appropriate rental fees, as required by applicable law and regulations, under the terms of an expense allocation agreement.

The Company became the holding company for Somerset Regal Bank as part of the mutual-to-stock conversion of Somerset Savings Bank, SLA, as further described below.

At June 30, 2023, the conversion had not been completed, and, as of that date, the Company had no assets or liabilities, and had not conducted any business other than that of an organizational nature.

Accordingly, the financial and other information contained in this document at and for the year ended June 30, 2023 and June 30, 2022 is for Somerset Savings Bank, SLA, unless indicated otherwise.

At June 30, 2024, SR Bancorp had total assets of $1.02 billion, deposits of $807.1 million and total equity of $199.5 million.

The Company became the holding company for Somerset Regal Bank as part of the mutual-to-stock conversion of Somerset Savings Bank, SLA as described below.

However, as of June 30, 2023, the conversion had not been completed.

Accordingly, the financial and other information contained in this document at and for the year ended June 30, 2023 is for Somerset Savings Bank, SLA, unless indicated otherwise.

In the future, SR Bancorp may acquire or organize other entities or operating subsidiaries;

however, there are no current plans, arrangements, agreements or understandings, written or oral, to do so.

Our website address is www.somersetsavings.com.

Our website address is www.somersetregalbank.com.

We plan to make available on our website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

Information on our website should not be considered a part of this document.

Somerset Regal Bank.

Somerset Regal Bank was formed through the combination on September 19, 2023 of Somerset Bank and Regal Bank, two New Jersey chartered institutions.

The Bank operates from 14 branches in Essex, Hunterdon, Hudson, Livingston, Middlesex, Morris, Somerset and Union counties in the northern and central New Jersey.

The Bank offers a variety of deposit and loan products to individuals and small businesses, most of which are located in our primary market.

Completed Stock Offering

On September 19, 2023, Somerset Savings Bank converted from the mutual to stock form of organization and SR Bancorp completed its stock offering.

SR Bancorp sold 9,055,172 shares of its common stock at a price of $10.00 per share, which included 760,364 shares sold to Somerset Regal Bank’s Employee Stock Ownership Plan.

On September 19, 2023, Somerset Savings Bank, SLA converted from the mutual to stock form of organization and SR Bancorp completed its stock offering.

SR Bancorp sold 9,055,172 shares of its common stock at a price of $10.00 per share, which included 760,364 shares sold to Somerset Regal Bank’s Employee Stock Ownership Plan.

Additionally, the Company contributed 452,758 shares and $905,517 in cash to the Somerset Regal Charitable Foundation, Inc., a charitable foundation formed in connection with the conversion.

Upon the completion of the conversion and offering, 9,507,930 shares of SR Bancorp common stock were outstanding.

SR Bancorp’s common stock began trading on the Nasdaq Capital Market under the trading symbol “SRBK”

on September 20, 2023.

Merger with Regal Bancorp, Inc.

1 unchanged sentence

On September 19, 2023, SR Bancorp acquired Regal Bancorp, Inc.

Immediately following that acquisition, Regal Bank, the wholly-owned subsidiary of Regal Bancorp, was merged with and into Somerset Savings Bank, which was renamed Somerset Regal Bank (collectively, the “Merger”).

In connection with the Merger, Regal Bancorp’s shareholders received $23.00 in cash for each share of Regal Bancorp common stock they owned.

The aggregate cost of the Merger was approximately $69.5 million.

The acquisition of Regal Bancorp and Regal Bank, expanded our market presence into Essex, Morris and Union Counties, New Jersey and enhanced our market presence in Somerset County, New Jersey.

At June 30, 2023, Somerset Savings Bank had total assets of $651.5 million, deposits of $503.9 million and total equity of $122.1 million.

At June 30, 2023, Regal Bancorp had total consolidated assets of $461.8 million, deposits of $389.1 million and total equity of $51.5 million.

In connection with the Merger, the Executive Chairman of the Board of Directors of Regal Bancorp, David M.

Orbach, Marc Lebovitz and Thomas Lupo, both Regal Bancorp board members, joined the Boards of Directors of SR Bancorp and Somerset Regal Bank.

Orbach serves as Executive Chairman of the Board of Directors of SR Bancorp and as Executive Vice Chairman of the Board of Directors of Somerset Regal Bank.

Taylor continues as Chief Executive Officer and Chairman of the Board of Directors of Somerset Regal Bank and serves as

Chief Executive Officer and a director of SR Bancorp.

Christopher J.

Pribula continues as President, Chief Operating Officer and a director of Somerset Regal Bank and SR Bancorp.

In addition, Messrs.

Orbach, Taylor and Pribula entered into employment agreements with SR Bancorp and Somerset Savings Bank at the time of execution of the merger agreement among the parties, which became effective as of the effective date of the mutual-to-stock conversion for Messrs.

Taylor and Pribula and became effective as of the closing of the Merger for Mr.

The Merger increased the combined banks’

deposit base and its loan portfolio, provided Somerset Savings Bank with greater commercial lending expertise and access to commercial loan customers and provided Regal Bank with greater residential lending expertise and access to residential loan customers.

At June 30, 2023, Somerset Savings Bank served central New Jersey through its main office in Bound Brook and six full-service banking offices in the New Jersey counties of Somerset (four offices), Hunterdon (two offices) and Middlesex (one office).

The acquisition of Regal Bank on September 19, 2023 expanded Somerset Regal Bank’s market presence in northern and central New Jersey with the addition of ten full-service banking offices, which are located in the New Jersey counties of Essex (five offices), Somerset (two offices), Union (two offices) and Morris (one office).

The markets served by the combined branch networks of Somerset Savings Bank and Regal Bank encompass a broad geographic area in central and northern New Jersey.

The Merger increased the combined banks’ deposit base and its loan portfolio, provided Somerset Savings Bank with greater commercial lending expertise and access to commercial loan customers and provided Regal Bank with greater residential lending expertise and access to residential loan customers.

The Bank, which was formed in 1887, serves Essex, Hunterdon, Middlesex, Morris, Somerset and Union counties in New Jersey through its 14 full-service branch locations.

The markets served by Somerset Regal Bank encompass a broad geographic area in central and northern New Jersey.

The market areas served by Somerset Regal Bank have highly developed and diverse economies.

Pharmaceutical, financial services, professional services and retail companies are among the largest employers in the primary market area counties served by Somerset Regal Bank.

Employment data shows that jobs in services and education/healthcare/social services accounted for the largest and second largest employment sectors, respectively, in the primary market area counties and in New Jersey.

Wholesale/retail trade was the third largest employment sector for the primary market counties followed by manufacturing jobs in the counties of Hunterdon, Morris and Somerset.

Pharmaceutical, financial services, professional services and retail companies are among the largest employers in the counties served by Somerset Regal Bank.

Employment data shows that jobs in services and education/healthcare/social services accounted for the largest and second largest employment sectors, respectively, in the counties and in New Jersey.

Wholesale/retail trade was the third largest employment sector for the counties followed by manufacturing jobs in the counties of Hunterdon, Morris and Somerset.

Finance/insurance/real estate was the fourth largest employment sector for the counties of Essex, Middlesex and the State of New Jersey.

Transportation/utility jobs were the fourth largest employment sector for Union County.

Population and household data indicate that the market areas served by Somerset Regal Bank’s branches are a mix of urban and suburban markets.

Middlesex County is the most populous county with a total population of 861,000, while Hunterdon County is the least populous county with a total population of 130,000.

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None of the primary market area counties maintained a lower percentage of households with incomes above $100,000 compared to the U.S, while Essex County and Union County maintained a lower percentage of households with incomes above $100,000 compared to New Jersey.

At June 30, 2023, Somerset Savings Bank maintained its largest balance of deposits in Somerset County, where it maintains its headquarters and maintains its largest branch presence.

Based on June 30, 2023 deposit data, Somerset Savings Bank’s $304.3 million of deposits provided for a 1.7% market share of bank and thrift deposits in Somerset County, which was the 11 th largest market share out of 22 financial institutions in the market.

2023, Regal Bank maintained its largest balance of deposits in Essex County, where it was headquartered and maintained its largest branch presence.

Based on June 30, 2023 deposit data, Regal Bank’s $258.4 million of deposits provided for a 0.9% market share of bank and thrift deposits in Essex County, which was the 15 th largest market share out of 31 financial institutions in the market.

At June 30, 2024, Somerset Regal Bank maintained its largest balance of deposits in Somerset County, where it maintains its headquarters and maintains its largest branch presence.

Based on June 30, 2024 deposit data, Somerset Regal Bank’s $353.1 million of deposits provided for a 2.0% market share of bank and thrift deposits in Somerset County, which was the tenth largest market share out of 20 financial institutions in the market.

We face significant competition for the attraction of deposits and origination of loans.

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Several large holding companies operate banks in our market area, and these institutions are significantly larger than us and, therefore, have significantly greater resources.

We also face competition for investors’

funds from money market funds, mutual funds and other corporate and government securities.

We also face competition for investors’ funds from money market funds, mutual funds and other corporate and government securities.

Our competition for loans comes primarily from financial institutions in our market area and from other financial service providers, such as mortgage companies and mortgage brokers.

4 unchanged sentences

Lending Activities

We offer a variety of loans, including residential and non-residential mortgage, equity loans and passbook, certificate or personal loans.

We offer a variety of loans, including residential, commercial real estate, multi-family, commercial and industrial and consumer loans.

Historically, we have had a significant portion of our loan portfolio concentrated in residential loans, including one- to four-family residential loans.

At June 30, 2023, residential mortgage loans comprised 97.8% of our total loan portfolio.

Our merger with Regal Bank greatly expanded our commercial loan portfolio and commercial lending capabilities.

At June 30, 2024, residential mortgage loans comprised 53.7% of our total loan portfolio and commercial loans comprised 44.7%, which largely consisted of multi-family loans.

We did not participate in the Paycheck Protection Program administered by the U.S.

1 unchanged sentence

In the future, we intend to continue to concentrate on ways to compete for a greater share of commercial loan originations in our primary market area.

The Merger with Regal Bank will significantly enhance our capabilities in this area.

Loan Portfolio Composition.

1 unchanged sentence

(Dollars in thousands)

Mortgage loans:

Residential real estate

Non-residential real estate

Allowance for losses

Owner occupied commercial real estate loans

Other commercial real estate loans

Multi-family loans

Commercial and industrial loans

Total commercial loans

Residential mortgage loans

Consumer and other loans

Allowance for credit losses

Net deferred loan origination fees

1 unchanged sentence

The following tables set forth the contractual maturities of our total loan portfolio at June 30, 2024.

Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less.

Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans reported as being due in one year or less.

The tables present contractual maturities and do not reflect repricing or the effect of prepayments.

Actual maturities may differ.

Non-Residential

(In thousands)

(Dollars in thousands)

Amounts due in:

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Due After June 30, 2025

(In thousands)

Real estate mortgage loans:

Residential real estate

Non-residential real estate

(Dollars in thousands)

Owner occupied commercial real estate loans

Other commercial real estate loans

Multi-family loans

Commercial and industrial loans

Total commercial loans

Residential mortgage loans

Consumer and other loans

One- to Four Family-Residential Mortgage Loans .

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We require all properties securing mortgage loans to be appraised by a board-approved independent appraiser.

We require title insurance on all first mortgage loans, and borrowers must obtain hazard insurance.

We require title insurance on all first mortgage loans, and borrowers

must obtain hazard insurance.

Additionally, we require flood insurance for loans on properties located in a flood zone and may require such insurance on properties not located in a flood zone.

Generally, adjustable-rate loans will better insulate Somerset Savings Bank from interest rate risk as compared to fixed-rate mortgages.

Generally, adjustable-rate loans will better insulate Banks from interest rate risk as compared to fixed-rate mortgages.

An increased monthly mortgage payment required of adjustable-rate loan borrowers in a rising interest rate environment, however, could cause an increase in delinquencies and defaults.

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In addition, although adjustable-rate mortgage loans make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits.

Home equity loans and lines of credit.

Multi-Family and Commercial Real Estate Loans .

At June 30, 2024, we had $316.1 million in multi-family and commercial real estate loans, representing 43.0% of our total loan portfolio.

Our commercial real estate loans are secured primarily by office buildings, industrial facilities, retail facilities and other commercial properties, substantially all of which are located in our primary market area.

At June 30, 2024, commercial real estate loans totaled $135.8 million, of which $60.0 million was owner-occupied real estate and $75.8 million was secured by income producing, or non-owner-occupied real estate.

We generally originate commercial real estate loans with maximum maturities and amortizations of up to 30 years and loan-to-value ratios of up to 75% of the appraised value of the collateral property on purchases and up to 70% of the appraised value of the collateral property on refinances.

Our commercial real estate loans are offered with adjustable interest rates, which generally adjust every three, five, seven and ten years with the interest rate indexed to the five-year United States Treasury Note rate, plus a margin, subject to an interest rate floor.

All of our commercial real estate loans are subject to our underwriting procedures and guidelines, including requiring borrowers to generally establish a deposit relationship with us typically in the form of an operating account and/or tenant security accounts.

At June 30, 2024, our largest commercial real estate loan totaled $6.0 million and was secured by a non-owner-occupied multi-family apartment building located in our primary market area.

At June 30, 2024, this loan was performing in accordance with its original terms.

We consider a number of factors in originating commercial real estate loans.

We evaluate the qualifications, experience and financial condition of the borrower (including credit history), the value and condition of the mortgaged property securing the loan, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions.

In evaluating the property securing the loan, among other factors, we consider the net operating income of the mortgaged property before debt service and depreciation, the debt service coverage ratio (the ratio of net operating income to debt service) to ensure that it is at least 1.25x of the monthly debt service, and the ratio of the loan amount to the appraised value of the mortgaged property.

Our commercial real estate loans are generally appraised by outside independent appraisers approved by the board of directors.

Personal guarantees are often obtained from commercial real estate borrowers.

Each borrower’s financial information on such loans is monitored on an ongoing basis by requiring periodic financial statement updates.

At June 30, 2024, multi-family real estate loans totaled $180.4 million, which represented 24.5% of our total loan portfolio.

Our multi-family real estate loans are generally secured by properties consisting of five or more rental units within our market area.

We originate multi-family real estate loans with adjustable interest rates with maturities and amortization periods generally of up to 30 years.

Interest rates on our multi-family real estate loans are generally indexed to the 5-year United States Treasury Note rate, plus a margin, subject to an interest rate floor.

Adjustment periods are generally every three, five, seven and ten years.

At June 30, 2024, our largest multi-family real estate loan had an outstanding balance of $6.0 million and was secured by a non-owner-occupied multi-family apartment building located in our primary market area.

At June 30, 2024, this loan was performing according to its original terms.

In underwriting multi-family real estate loans, we require a debt service coverage ratio of at least 1.25x and consider several factors, including the age and condition of the collateral, the financial resources and income level of the borrower and the borrower’s experience in owning or managing similar properties.

Multi-family residential real estate purchase loans have loan-to-value ratios of up to 75% of the appraised value of the property securing the loans and up to 70% of the appraised value of the collateral property on refinances.

All of our multi-family real estate loans are subject to our underwriting procedures and guidelines, including requiring borrowers to generally establish a deposit relationship with us typically in the form of an operating account and/or tenant security accounts.

The borrower’s financial information on such loans is monitored on an ongoing basis by requiring periodic financial statement updates.

Commercial and Industrial Loans.

At June 30, 2024, we had $12.5 million of commercial and industrial ("C&I") loans outstanding, representing 1.7% of the total loan portfolio.

Typically, we originate C&I loans and lines of credit to small- and medium-sized companies in our market area under the Small Business Administration ("SBA") program.

Our C&I loans, specifically SBA loans, are generally used for working capital purposes or for acquiring real estate, equipment, inventory or furniture.

Our C&I loan portfolio consists of a mix of secured loans and unsecured loans.

Generally, secured loans underwritten through the SBA program can have a loan-to-value ratio of up to 90% of the real estate collateral securing the loan.

When making SBA C&I loans, we require a debt service coverage ratio of at least 1.25x and we review and consider the financial statements of the borrower, our lending history with the borrower, the borrower’s debt service capabilities, the projected cash flows of the business, and the value of collateral, accounts receivable, inventory, and equipment.

Personal guarantees are obtained from all SBA C&I borrowers.

We generally seek to establish the primary deposit account relationship of our C&I business borrowers to maintain their principal deposit accounts with us, which improves our overall interest rate spread and profitability.

We may increase this type of lending in the future.

The commercial loans that we offer are variable- and fixed-rate loans, generally for a one- to ten-year term.

Variable interest rates are indexed to the Prime Rate as published in The Wall Street Journal , plus a margin.

Commercial loans typically have shorter terms to maturity and higher interest rates than commercial real estate loans.

When making C&I loans outside of the SBA program, we require a debt service coverage ratio of at least 1.25x and, for C&I loans secured by real estate, a loan-to-value ratio of up to 75% of the real estate collateral securing the loan.

We review and consider the financial statements of the borrower, our lending history with the borrower, the borrower’s debt service capabilities, and the value of the collateral.

We generally do not make unsecured C&I loans and, if unsecured, typically we secure real estate collateral as an abundance of caution.

Personal guarantees are obtained from C&I borrowers.

At June 30, 2024, our largest C&I loan totaled $1.3 million on a line of credit with a total available draw of $1.5 million, and was secured by an owner-occupied commercial building.

At June 30, 2024, this loan was performing in accordance with its contractual terms.

Consumer loans.

We generally offer home equity loans and lines of credit with a maximum combined loan-to-value ratio of 70% based on the appraised value for one- to four-family owner-occupied loans.

2 unchanged sentences

We hold a first or second mortgage position on all of the properties that secure our home equity loans.

Consumer loans.

We offer unsecured personal loans up to $5,000 and rehabilitation loans up to $10,000.

Borrowers seeking a personal loan must be a Somerset Savings Bank customer for at least one year, among other requirements.

Rehabilitation loans are subject to a 70% loan to value limit and must be for one- to two-family owner-occupied properties located in Somerset Savings Bank’s market area.

We also offer loans secured by passbook and certificates of deposit accounts held at Somerset Savings Bank, up to 90% of the balance of the certificate of deposit or passbook.

For more information on our loan commitments, see “

Management’s Discussion and Analysis of Financial Condition and Results of Operations of SR Bancorp—Liquidity and Capital Resources .”

Borrowers seeking a personal loan must be a Bank customer for at least one year, among other requirements.

Rehabilitation loans are subject to a 70% loan to value limit and must be for one- to two-family owner-occupied properties located in the Bank’s market area.

We also offer loans secured by passbook and certificates of deposit accounts held at the Bank, up to 90% of the balance of the certificate of deposit or passbook.

For more information on our loan commitments, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of SR Bancorp—Liquidity and Capital Resources .”

Unsecured loans generally entail greater risk than do residential mortgage loans.

Such loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy.

Such loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors,

including job loss, divorce, illness or personal bankruptcy.

Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

The procedures for underwriting consumer loans include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan.

Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount.

The procedures for underwriting consumer loans include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan.

Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount.

Loan Originations, Sales, Purchases and Participations .

Loan originations come from a number of sources.

The primary source of loan originations are existing customers, walk-in traffic, purchases from correspondent banks, advertising and referrals from customers.

At June 30, 2023, we had no loan participations.

As a supplement to our in-house loan originations of one- to four-family residential real estate loans, Somerset Savings Bank enters into agreements with unaffiliated mortgage brokers as a source for additional residential real estate loans.

The primary source of loan originations are existing customers, broker referrals, walk-in traffic, purchases from correspondent banks, advertising and referrals from customers.

At June 30, 2024, we had loan participations of $4.9 million.

As a supplement to our in-house loan originations of one- to four-family residential real estate loans, Somerset Regal Bank enters into agreements with unaffiliated mortgage brokers as a source for additional residential real estate loans.

We currently work with eight different mortgage brokers in our market area, none of which we have an ownership interest in or share any common employees or directors.

These mortgage brokers fund the one- to four-family residential real estate loans and then sell them on a loan by loan basis to Somerset Savings Bank following re-underwriting of the loan in accordance with our own underwriting criteria.

These mortgage brokers fund the one- to four-family residential real estate loans and then sell them on a loan-by-loan basis to the Bank following a re-underwriting of the loan in accordance with our own underwriting criteria.

We use the same parameters in evaluating these loans as we do for our in-house loan originations of one- to four-family residential real estate loans.

For each purchased loan, we generally pay a fixed fee based on the loan balance.

For the years ended June 30, 2023 and 2022, we purchased for our portfolio $42.6 million and $52.8 million, respectively, of loans from these mortgage brokers.

For the years ended June 30, 2024 and June 30, 2023, we purchased $41.5 million and $42.6 million, respectively, of loans from these mortgage brokers for our portfolio.

As part of purchasing the loans, we acquire the servicing rights to the loans.

3 unchanged sentences

Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by our Board of Directors and management.

The Board of Directors has granted loan approval authority to certain officers or groups of officers up to prescribed limits, based on the officer’s position and experience.

The Management Loan Committee, comprised of Somerset Savings Bank’s Chairman, President, Loan Division Manager, Origination Manager and Mortgage Underwriter, approves residential and commercial loans up to $1.0 million and builder tract loans up to $1.5 million.

Proposed loans in excess of such amounts must be approved by the Board of Directors.

The Board of Directors has granted loan approval authority to certain officers or groups of officers up to prescribed limits, based on the officer’s position and experience.

The Management Loan Committee, comprised of SR Bancorp Inc.'s Chairman, Somerset Regal Bank’s Chairman and Chief Executive Officer, President and Chief Operating Officer, Chief Credit Officer, Senior Mortgage Lending Officer and Senior Commercial Lending Officer, approves residential and commercial loans up to $1.0 million and builder tract loans up to $1.5 million.

Loans in excess of such amounts must be approved by the Board of Directors.

The Management Loan Committee approves commercial loans up to $3.0 million.

Loans in excess of such amounts must be approved by the Board of Directors.

Loans to One Borrower.

The maximum amount that we may lend to one borrower and the borrower’s related entities is limited, by regulation, to generally 15% of our stated capital and reserves.

At June 30, 2023, our regulatory limit on loans to one borrower was $18.3 million and our loan policy has a $2.0 million loan to one borrower limit.

At that date, our largest lending relationship was one loan for $1.0 million secured by a fixed rate mortgage loan.

This loan was performing in accordance with its terms at June 30, 2023.

The maximum amount that we may lend to one borrower and the borrower’s related entities is limited, by regulation, to generally 15% of our stated capital and reserves.

At June 30, 2024, our regulatory limit on loans to one borrower was $29.9 million.

Our loan policy has a $15.0 million loan to one borrower limit and $20.0 million loan to related borrowers limit.

At June 30, 2024, our largest lending relationship was comprised of five loans with an aggregate total of $12.9 million to related borrowers.

These loans were performing in accordance with their terms at June 30, 2024.

Loan Commitments.

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If the loan delinquency is not corrected, other forms of collections are implemented, including telephone calls and collection letters.

We attempt personal, direct contact with the borrower to determine the reason for the delinquency, to ensure that the borrower correctly understands the terms of the loan and to emphasize the importance of making payments on or before the due date.

We attempt personal, direct contact with the borrower to determine the reason for the delinquency, to ensure that the borrower understands the terms of the loan and to emphasize the importance of making timely payments.

If necessary, subsequent late charges and delinquency notices are issued and the account will be monitored on a regular basis thereafter.

By the 90 th day of delinquency, we will send the borrower a final demand for payment and we may refer the loan to legal counsel to commence foreclosure proceedings.

By the 90 th day of delinquency, we will send the borrower a final demand for payment, after which we

may refer the loan to legal counsel to commence foreclosure proceedings.

Any of our loan officers can shorten these time frames in consultation with the senior lending officer.

3 unchanged sentences

The loan may be returned to accrual status if both principal and interest payments are brought current and factors indicating doubtful collection no longer exist, including performance by the borrower under the loan terms for a six-month period.

Our Mortgage Lending Officer reports monitored loans, including all loans rated special mention, substandard, doubtful or loss, to the Board of Directors on a quarterly basis.

In addition, management presents a quarterly loan loss allowance analysis to our Board of Directors.

Our Senior Mortgage Lending Officer reports monitored loans, including all loans rated special mention, substandard, doubtful or loss, to the Board of Directors on a quarterly basis.

In addition, management presents a quarterly credit loss allowance analysis to our Board of Directors.

The following table sets forth our loan delinquencies by type and amount at the dates indicated.

(In thousands)

Real estate mortgage loans:

Residential real estate

Non-residential real estate

June 30, 2024

Delinquency Status

90 Days or More Past Due and Still Accruing

Total Past Due

Total Current

(Dollars in thousands)

Owner occupied commercial real estate

Other commercial real estate

Commercial and industrial

Residential mortgage

Consumer and Other

June 30, 2023

Delinquency Status

90 Days or More Past Due and Still Accruing

Total Past Due

Total Current

(Dollars in thousands)

Owner occupied commercial real estate

Other commercial real estate

Commercial and industrial

Residential mortgage

Consumer and Other

Non-Performing Assets.

The following table sets forth information regarding our non-performing assets.

Somerset Savings Bank had no troubled debt restructurings as of June 30, 2023 or June 30, 2022.

(In thousands)

The following table sets forth information regarding our non-performing assets.The Bank had no troubled debt restructurings as of June 30, 2024 and June 30, 2023.

(Dollars in thousands)

Non-accrual loans:

Real estate mortgage loans:

Residential real estate

Non-residential real estate

Residential mortgage loans

Commercial loans

Total non-accrual loans

Accruing loans past due 90 days or more:

Real estate mortgage loans:

Residential real estate

Non-residential real estate

Total accruing loans past due 90 days or more

Residential mortgage loans

Total non-performing loans

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Total non-performing assets to total assets

On the basis of this review of our loans, our classified and special mention loans at the dates indicated were as follows:

(In thousands)

Substandard loans

Doubtful loans

Total classified loans

Special mention loans

Our classified and special mention loans at the dates indicated were as follows:

June 30, 2024

(Dollars in thousands)

Owner occupied commercial real estate

Other commercial real estate

Commercial and industrial

Residential mortgage

Consumer and Other

June 30, 2023

(Dollars in thousands)

Owner occupied commercial real estate

Other commercial real estate

Commercial and industrial

Residential mortgage

Consumer and Other

Real Estate Owned .

1 unchanged sentence

When property is acquired, it is recorded at the lower of cost or estimated fair market value at the date of foreclosure, establishing a new cost basis.

Estimated fair value generally represents the sale price a buyer would be willing to pay on the basis of current market conditions, including normal terms from other

financial institutions, less the estimated costs to sell the property.

Estimated fair value generally represents the sale price a buyer would be willing to pay on the basis of current market conditions, including normal terms from other financial institutions, less the estimated costs to sell the property.

Holding costs and declines in estimated fair market value result in charges to expense after acquisition.

At June 30, 2023, we had no real estate owned.

At June 30, 2024 and June 30, 2023, we had no real estate owned.

Classification of Assets.

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Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Assets (or portions of assets) classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted.

Assets (or portions of assets) classified as loss are those considered uncollectible and are charged to the ACL as their continuance as assets is not warranted.

Assets that do not expose us to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve our close attention, are required to be designated as special mention.

As of June 30, 2024, we had no assets designated as special mention.

The allowance for loan losses is the amount estimated by management as necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimable at the balance sheet date.

Our determination as to the classification of our assets and the amount of our loss allowances are subject to review by the FDIC and the NJDBI, which can require that we establish additional loss allowances.

The allowance for credit losses is the amount estimated by management as necessary to absorb credit losses in the loan portfolio that are both probable and reasonably estimable at the balance sheet date.

Our determination as to the classification of our assets and the amount of our loss allowances are subject to review by the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance, which can require that we establish additional loss allowances.

We regularly review our asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

On the basis of our review of our assets at June 30, 2023, we had $145,000 of assets classified as substandard, and no assets classified as doubtful or loss.

Allowance for Loan Losses

Our allowance for loan losses is maintained at a level necessary to absorb loan losses that are both probable and reasonably estimable.

Management, in determining the allowance for loan losses, considers the losses inherent in our loan portfolio and changes in the nature and volume of loan activities, along with the general economic and real estate market conditions.

A description of our methodology in establishing our allowance for loan losses is set forth in the section “

Management’s Discussion and Analysis of Financial Condition and Results of Operations of SR Bancorp—Critical Accounting Policies-Allowance for Loan Losses .”

The allowance for loan losses as of June 30, 2023 was maintained at a level that represents management’s best estimate of losses inherent in the loan portfolio, and such losses were both probable and reasonably estimable.

On the basis of our review of our assets at June 30, 2024 and June 30, 2023, we had $50,000 and $145,000, respectively of loans classified as substandard, and no assets classified as doubtful or loss.

Allowance for Credit Losses

Our allowance for credit losses ("ACL") is maintained at a level necessary to absorb credit losses that are both probable and reasonably estimable.

Management, in determining the allowance for credit losses, considers the losses in our loan portfolio and changes in the nature and volume of loan activities, along with the general economic and real estate market conditions.

A description of our methodology in establishing our allowance for credit losses is set forth in the section “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of SR Bancorp—Critical Accounting Policies-Allowance for Credit Losses .” The allowance for credit losses as of June 30, 2024 was maintained at a level that represents management’s best estimate of losses in the loan portfolio, and such losses were both probable and reasonably estimable.

However, this analysis process is inherently subjective, as it requires us to make estimates that are susceptible to revisions as more information becomes available.

Although we believe that we have established the allowance at levels to absorb probable and estimable losses, future additions may be necessary if economic or other conditions in the future differ from the current environment.

In addition, as an integral part of their examination process, the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance have authority to periodically review our allowance for loan losses.

Such agencies may require that we recognize additions to the allowance based on their judgments of information available to them at the time of their examination.

The following table sets forth activity in our allowance for loan losses for the years indicated.

At or For the Years Ended

The following table sets forth activity in our allowance for credit losses for the years indicated.

Year Ended June 30, 2024

(Dollars in thousands)

Allowance for loan losses at beginning of year

Provision for loan losses

Real estate mortgage loans:

Residential real estate

Non-residential real estate

Total charge-offs

Real estate mortgage loans:

Residential real estate

Non-residential real estate

Total recoveries

Net (charge-offs) recoveries

Allowance at end of year

Allowance for Credit

Beginning balance

Impact of ASC 326

Provisions (credits)

Ending balance

Year Ended June 30, 2023

(Dollars in thousands)

Allowance for Credit

Beginning balance

Provisions (credits)

Ending balance

Allocation of Allowance for Credit Losses.

The following tables set forth the allowance for credit losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated.

The allowance for credit losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

June 30, 2024

ACL to Total Loans

(Dollars in thousands)

Owner occupied commercial real estate loans

Other commercial real estate loans

Multi-family loans

Commercial and industrial loans

Residential mortgage loans

Consumer and other loans

Total allocated allowance

Allowance to non-performing loans

Allowance to total loans outstanding at the end

Net (charge-offs) recoveries to average loans

outstanding during the year

Somerset Savings Bank had no charge-offs for the years ended June 30, 2023 or June 30, 2022.

Allocation of Allowance for Loan Losses.

The following tables set forth the allowance for loan losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated.

The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

Allowance to total loans outstanding at

the end of the year

Net (charge-offs) recoveries to average

loans outstanding during the year

June 30, 2023

ACL to Total Loans

(Dollars in thousands)

Real estate mortgage loans:

Residential real estate

Non-residential real estate

Owner occupied commercial real estate loans

Other commercial real estate loans

Multi-family loans

Commercial and industrial loans

Residential mortgage loans

Consumer and other loans

Total allocated allowance

Allowance to non-performing loans

Allowance to total loans outstanding at

the end of the year

Net (charge-offs) recoveries to average

loans outstanding during the year

Investment Activities

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As a member of the Federal Home Loan Bank of New York, we also are required to maintain an investment in Federal Home Loan Bank of New York stock.

Our investment objectives are to provide and maintain liquidity, to establish an acceptable level of interest rate and credit risk, to provide an alternate source of low-risk investments when demand for loans is weak and to achieve a yield consistent with credit and interest rate risk parameters included in Somerset Savings Bank’s policies.

Our Board of Directors has the overall responsibility for the investment portfolio, including approval of our investment policy, which is reviewed and approved at least annually.

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Our Board of Directors reviews the status of our investment portfolio on a quarterly basis.

At June 30, 2023, our investment portfolio consisted primarily of securities and obligations issued by U.S.

At June 30, 2024, our investment portfolio consisted solely of securities held-to-maturity, primarily of securities and obligations issued by U.S.

government-sponsored enterprises totaling $145.7 million, subordinated debentures issued by financial institutions in the Mid-Atlantic region totaling $7.8 million and collateralized mortgage obligations totaling $2.4 million.

At June 30, 2023, we also owned $726,000 of Federal Home Loan Bank of New York stock.

As a member of Federal Home Loan Bank of New York, we are required to purchase stock in the Federal Home Loan Bank of New York, which is carried at cost and classified as a restricted investment.

At June 30, 2023, all of our available-for-sale securities are carried at fair value through accumulated other comprehensive income.

At June 30, 2024, we also owned $1.2 million of restricted equity securities, of which $1.1 million consisted of Federal Home Loan Bank of New York stock.

As a member of the Federal Home Loan Bank of New York, we are required to purchase stock in the Federal Home Loan Bank of New York, which is carried at cost.

We sold all available-for-sale securities during the year ended June 30, 2024, and held no balance as of June 30, 2024.

The sales were part of a balance sheet restructuring in which the Company sold $35.4 million in book value of its lower-yielding investment securities for a pre-tax realized loss of approximately $4.4 million.

The Company redeployed the $30.9 million of proceeds from the sale of these securities into approximately the same amount of residential and commercial real estate mortgages.

The loans originated had a positive spread differential of approximately 472 basis points over the securities that were sold, which is expected to result in $1.4 million in additional pre-tax earnings, on an annualized basis.

As such, the Company estimates that the loss on the sale of securities will be recouped within approximately 3.23 years.

The following table presents the maturity distribution and weighted average yields of our investment securities portfolio on a contractual maturity basis at June 30, 2024:

June 30, 2024

Held to Maturity

Amortized Cost

Weighted Average Yield

(Dollars in thousands)

Due within one year

Due after one year through five years

Due after five years through ten years

Due after ten years

Residential mortgage-backed securities:

Issued by FNMA and FHLMC

Issued by GNMA

For additional information regarding our investment securities portfolio, see Notes 2 and 3 to the Notes to Financial Statements.

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We invest in mortgage-backed securities to achieve positive interest rate spreads with minimal administrative expense, and to lower our credit risk as a result of the guarantees provided by Freddie Mac, Fannie Mae or Ginnie Mae.

Mortgage-backed securities are created by pooling mortgages and issuing a security with an interest rate that is less than the interest rate on the underlying mortgages.

Mortgage-backed securities typically represent a participation interest in a pool of single-family or multi-family mortgages, although we invest primarily in mortgage-backed securities backed by one- to four-family mortgages.

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CMOs are debt securities issued by a special-purpose entity that aggregates pools of mortgages and mortgage-backed securities and creates different classes of securities with varying maturities and amortization schedules, as well as a residual interest, with each class possessing different risk characteristics.

The cash flows from the underlying collateral are generally divided into “tranches”

or classes that have descending priorities with respect to the distribution of principal and interest cash flows, while cash flows on pass-through mortgage-backed securities are distributed pro rata to all security holders.

All the CMOs in our investment portfolio are rated “AAA”

by at least one of the major investment securities rating services.

The cash flows from the underlying collateral are generally divided into “tranches” or classes that have descending priorities with respect to the distribution of principal and interest cash flows, while cash flows on pass-through mortgage-backed securities are distributed pro rata to all security holders.

All the CMOs in our investment portfolio are rated “AAA” by at least one of the major investment securities rating services.

Deposit Activities and Other Sources of Funds

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We generally review our deposit mix and pricing weekly.

Our deposit pricing strategy has generally been to offer competitive rates on all types of deposit products, and to periodically offer special rates in order to attract deposits of a specific type or term.

Our deposit pricing strategy has generally been to offer competitive rates on all types of deposit products, and to periodically offer special rates to attract deposits of a specific type or term.

The following table sets forth the distribution of total deposits by account type at the dates indicated.

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Time deposits

As of June 30, 2023 and 2022, the aggregate amount of uninsured deposits (deposits in amounts greater than $250,000, which is the maximum amount for federal deposit insurance), was $21.2 million and $23.4 million, respectively.

In addition, as of June 30, 2023, the aggregate amount of all our uninsured certificates of deposit was $3.4 million.

As of June 30, 2024 and June 30, 2023, the aggregate amount of uninsured deposits (deposits in amounts greater than $250,000, which is the maximum amount for federal deposit insurance), was $109.7 million and $21.2 million, respectively.

In addition, as of June 30, 2024 and 2023, the aggregate amount of all our uninsured certificates of deposit was $21.9 million and $3.4 million, respectively.

We have no deposits that are uninsured for any reason other than being in excess of the maximum amount for federal deposit insurance.

The following table sets forth the maturity of the uninsured certificates of deposit as of June 30, 2024.

At June 30, 2023

(In thousands)

(Dollars in thousands)

Maturity Period:

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Advances are made under several different programs, each having its own interest rate and range of maturities.

Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment of the institution’s creditworthiness.

At June 30, 2023 and June 30, 2022, we had no outstanding advances from the Federal Home Loan Bank of New York.

At June 30, 2023, we had access to additional Federal Home Loan Bank advances of up to $100 million based on our unused qualifying collateral available to support such advances.

At June 30, 2024 and 2023, we had no outstanding advances from the Federal Home Loan Bank of New York.

At June 30, 2024, we had access to Federal Home Loan Bank advances of up to $100.0 million based on our unused qualifying collateral available to support such advances.

We also have the ability to borrow from the Federal Reserve Bank of New York to supplement our investable funds.

All borrowings are secured by pledges of qualifying loans and investment securities and are generally on overnight terms with interest rates quoted at the time of the borrowing.

At June 30, 2024, we had a no outstanding borrowings with the Federal Reserve Bank of New York.

At June 30, 2023 we had a $20.0 million borrowing with the Federal Reserve Bank under the Bank Term Funding Program.

At June 30, 2022, we had no outstanding borrowings with the Federal Reserve Bank of New York.

Human Capital Resources

As of June 30, 2023, we had 65 full-time employees and no part-time employees.

As of June 30, 2024, we had 116 full-time employees and two part-time employees.

None of our employees are represented by a labor union or covered by collective bargaining agreements, and we believe our relationship with our employees is good.

Diversity and Inclusion

Anti-Discrimination and Code of Conduct

We are committed to creating and maintaining a workplace free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law.

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All of our employees must adhere to a code of conduct that sets standards for appropriate behavior and are required to attend annual training to help prevent, identify, report and stop any type of discrimination and harassment.

Recruitment, hiring, development,

training, compensation and advancement at our company are based on qualifications, performance, skills and experience without regard to gender, race and ethnicity.

Recruitment, hiring, development, training, compensation and advancement at our company are based on qualifications, performance, skills and experience without regard to gender, race and ethnicity.

Competitive Pay and Benefits

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We sponsor a 401(k) plan and we match employee contributions up to a certain limit.

In addition, nearly all of our employees will be stockholders of SR Bancorp through participation in our Employee Stock Ownership Plan, which aligns stockholder interests by providing stock ownership on a tax-deferred basis at no cost to the employee.

In addition, nearly all of our employees are stockholders of SR Bancorp through participation in our Employee Stock Ownership Plan, which aligns stockholder interests by providing stock ownership on a tax-deferred basis at no cost to the employee.

Employee Development and Training

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Employees have access to broad resources they need to be successful and are encouraged to attend meetings and conferences.

Somerset Regal Bank is SR Bancorp’s only subsidiary.

Somerset Regal Bank maintains three subsidiaries:

(1) RB Properties, LLC, a New Jersey limited liability corporation established to hold and manage foreclosed real estate properties;

(2) Somerset Investment Company, a New Jersey corporation established to hold certain investment securities;

and (3) Somerset Consumer Service Corporation, A New Jersey corporation that is currently inactive.

Regulation and Supervision

Upon consummation of the mutual-to-stock conversion, stock offering, charter conversion, Merger and bank merger (collectively, the “transactions”), Somerset Regal Bank became a New Jersey chartered commercial bank which is not a member of the Federal Reserve System (referred to as a “state nonmember bank”), subject to regulation, supervision and examination by the NJDBI and the FDIC.

In turn, SR Bancorp became a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and subject to regulation, supervision and examination by the Federal Reserve.

As a public holding company, SR Bancorp is also subject to the rules and regulations of the SEC under the federal securities laws.

The description is not intended to be a complete list or description of such statutes and regulations and their effects on Somerset Regal Bank and SR Bancorp upon, and assuming, consummation of the transactions.

This description is not intended to be a complete list or description of such statutes and regulations and their effects on Somerset Regal Bank and SR Bancorp.

Bank Regulation

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This regulatory and supervisory structure is intended primarily for the protection of depositors and the Deposit Insurance Fund.

The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies regarding classifying assets and establishing an adequate allowance for loan losses for regulatory purposes.

The regulatory authorities have substantial discretion to take enforcement action with respect to an institution that fails to comply with applicable regulatory requirements or engages in violations of law or unsafe and unsound practices.

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certain other assets.

New Jersey chartered banks may also make other investments pursuant to “leeway”

authority that permits investments not otherwise permitted by the New Jersey Banking Act.

Leeway investments must comply with a number of limitations on the individual and aggregate amounts of leeway investments.

New Jersey-chartered banks may also make other investments pursuant to “leeway” authority that permits investments not otherwise permitted by the New Jersey Banking Act.

Leeway investments must comply with a number of limitations on the individual and aggregate amounts of such investments.

A bank may also exercise trust powers upon approval of the NJDBI.

New Jersey banks also may exercise those powers, rights, benefits or privileges authorized for national banks or out-of-state banks or for federal or out-of-state savings banks or savings associations, provided that before exercising any such power, right, benefit or privilege, prior approval by the NJDBI by regulation or by specific authorization is required.

New Jersey-chartered banks also may exercise those powers, rights, benefits or privileges authorized for national banks or out-of-state banks or for federal or out-of-state savings banks or savings associations, provided that before exercising any such power, right, benefit or privilege, prior approval by the NJDBI by regulation or by specific authorization is required.

The exercise of these lending, investment and activity powers is limited by federal law and regulations.

See “—Federal Bank Regulation—Activities and Investments”

Certain corporate transactions by a New Jersey bank, such as establishing branches and acquiring other banks, require the prior approval of the NJDBI.

See “—Federal Bank Regulation—Activities and Investments” below.

Certain corporate transactions by a New Jersey-chartered bank, such as establishing branches and acquiring other banks, require the prior approval of the NJDBI.

Loan-to-One-Borrower Limitations.

With certain specified exceptions, a New Jersey chartered bank may not make loans or extend credit to a single borrower or to entities related to the borrower in an aggregate amount that would exceed 15% of the bank’s capital funds.

A bank may lend an additional 10% of the bank’s capital funds if secured by collateral meeting the requirements of the New Jersey Banking Act.

The New Jersey Banking Act imposes conditions and limitations on the liabilities to a bank of its directors and executive officers and of corporations and partnerships controlled by such persons, that are comparable in many respects to the conditions and limitations imposed on the loans and extensions of credit to insiders and their related interests under federal law, as discussed below.

The New Jersey Banking Act also provides that a bank that is in compliance with the Federal Reserve’s Regulation O, as discussed below, is deemed to be in compliance with such provisions of the New Jersey Banking Act.

Under the New Jersey Banking Act, a stock bank may not pay a cash dividend unless, following the payment, the bank’s capital stock will be unimpaired, and the bank will have a surplus of no less than 50% of its capital stock or, if not, the payment of the dividend will not reduce the surplus of the bank.

The New Jersey Banking Act also provides that a bank that is in compliance with the Federal Reserve’s Regulation, as discussed below, is deemed to be in compliance with such provisions of the New Jersey Banking Act.

Federal law may also limit the amount of dividends that may be paid by a New Jersey chartered nonmember bank.

See “—Federal Bank Regulation—Prompt Corrective Regulatory Action”

See “—Federal Bank Regulation—Prompt Corrective Regulatory Action” below.

Minimum Capital Requirements.

Regulations of the NJDBI impose on New Jersey chartered depository institutions minimum capital requirements generally similar to those imposed by the FDIC on insured state banks.

See “—

Federal Bank Regulation—Capital Requirements .”

See “— Federal Bank Regulation—Capital Requirements .”

Examination and Enforcement.

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State nonmember banks must also obtain prior FDIC approval before entering into certain corporate transactions such as establishing new branches and mergers with, or acquisitions of, other financial institutions.

There are periodic examinations by the FDIC to evaluate state nonmember bank’s safety and soundness and compliance with various regulatory requirements.

There are periodic examinations by the FDIC to evaluate state nonmember bank's safety and soundness and compliance with various regulatory requirements.

The FDIC maintains substantial enforcement authority over regulated institutions.

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a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8%, and a Tier 1 capital to average total assets leverage ratio of 4%.

Common equity Tier 1 capital is generally defined as common shareholders’

equity and retained earnings.

Common equity Tier 1 capital is generally defined as common shareholders’ equity and retained earnings.

Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital.

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Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.

Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.

Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities).

Somerset Regal Bank exercised the AOCI opt-out-election.

Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

Somerset Savings Bank exercised the AOCI opt-out election.

In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, a bank’s assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned by the regulations based on perceived risks inherent in the type of asset.

Higher levels of capital are required for asset categories believed to present greater risk.

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government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one-to-four family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.

consisting of 2.5% of common equity Tier 1 capital to risk- weighted assets above the amount necessary to meet its minimum risk-based capital requirements, effectively resulting in the following minimum ratios:

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if an institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk- weighted assets above the amount necessary to meet its minimum risk-based capital requirements, effectively resulting in the following minimum ratios:

a common equity Tier 1 capital ratio of 7.0%, a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%.

Institutions that have less than $10 billion in total consolidated assets and meet other qualifying criteria may elect to use the optional community bank leverage ratio framework, which requires maintaining a leverage ratio of greater than 9%, to satisfy the regulatory capital requirements, including the risk-based requirements.

institution may opt in and out of the community bank leverage ratio framework on its quarterly call report.

Somerset Savings Bank has opted into the community bank leverage ratio framework.

In assessing an institution’s capital adequacy, the FDIC takes into consideration, not only these numeric factors, but also qualitative factors.

The FDIC has the authority to establish higher capital requirements for individual institutions where deemed necessary.

At June 30, 2023, Somerset Savings Bank exceeded each of its capital requirements.

A qualifying institution may opt in and out of the community bank leverage ratio framework on its quarterly call report.

Somerset Regal Bank has opted into the community bank leverage ratio framework.

In assessing an institution’s capital adequacy, the FDIC takes into consideration not only these numeric factors, but also qualitative factors.

The FDIC has the authority to establish higher capital requirements for individual institutions were deemed necessary.

At June 30, 2024, Somerset Regal Bank exceeded each of its capital requirements.

Standards for Safety and Soundness.

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The agencies have also established standards for safeguarding customer information.

If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

If the appropriate federal banking agency determines that an institution fails to meet any

standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.

Activities and Investments.

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The FDIC has adopted procedures for institutions seeking approval to engage in such activities or investments.

In addition, a state nonmember bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary”

if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

In addition, a state nonmember bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a “financial subsidiary” if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

Prompt Corrective Regulatory Action.

Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action”

with respect to banks that do not meet minimum capital requirements.

Federal law requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to banks that do not meet minimum capital requirements.

For these purposes, the law establishes five capital categories:

well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

An institution is considered “well capitalized”

if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater.

An institution is “adequately capitalized”

if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater.

An institution is “undercapitalized”

if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%.

An institution is “significantly undercapitalized”

if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%.

An institution is “critically undercapitalized”

if it has a ratio of tangible equity (as defined in the regulations) to total assets equal to or less than 2.0%.

At June 30, 2023, Somerset Savings Bank was classified as a “well capitalized”

“Undercapitalized”

banks must adhere to growth, capital distribution (including dividend) and other limitations, and are required to submit a capital restoration plan to the appropriate federal banking agency.

An undercapitalized bank’s compliance with a capital restoration plan must be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5.0% of the institution’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized.

If an “undercapitalized”

bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.”

“Significantly

undercapitalized”

banks must comply with one or more of a number of possible additional measures, including an order by the FDIC to sell sufficient voting stock to become adequately capitalized, reduce total assets, cease receipt of deposits from correspondent banks, dismiss directors or officers, or limit interest rates paid on deposits, compensation of executive officers or capital distributions by the parent holding company.

“Critically undercapitalized”

institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it is determined to be critically undercapitalized.

An institution is considered “well capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 capital ratio of 6.5% or greater.

An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 capital ratio of 4.5% or greater.

An institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 capital ratio of less than 4.5%.

An institution is “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 capital ratio of less than 3.0%.

An institution is “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets equal to or less than 2.0%.

At June 30, 2024, Somerset Regal Bank was classified as a “well capitalized” institution.

“Undercapitalized” banks must adhere to growth, capital distribution (including dividend) and other limitations, and are required to submit a capital restoration plan to the appropriate federal banking agency.

If an “undercapitalized” bank fails to submit an acceptable capital restoration plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized” banks must comply with one or more of a number of possible additional measures, including an order by the FDIC to sell sufficient voting stock to become adequately capitalized, reduce total assets, cease receipt of deposits from correspondent banks, dismiss directors or officers, or to limit interest rates paid on deposits, compensation of executive officers or capital distributions by the parent holding company.

“Critically undercapitalized” institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after they are determined to be critically undercapitalized.

A bank that is classified as well-capitalized, adequately capitalized or undercapitalized may be treated as though it were in the next lower capital category if the FDIC, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment.

Qualifying institutions that elect and comply with the community bank leverage ratio framework are considered well-capitalized under the prompt corrective action regulations with a community bank leverage ratio of 9% or greater.

See “—

Capital Requirements ”

Qualifying institutions that elect and comply with the community bank leverage ratio framework are considered well-capitalized under the prompt corrective action regulations if they have a community bank leverage ratio of 9% or greater.

See “— Capital Requirements ” above.

Transactions with Affiliates and Loans to Insiders.

Transactions between banks and their affiliates are governed by federal law.

Generally, Section 23A of the Federal Reserve Act and the Federal Reserve’s Regulation W prohibit a bank and its subsidiaries from engaging in a “covered transaction”

with an affiliate if the aggregate amount of covered transactions outstanding with that affiliate would exceed an amount equal to 10% of the bank’s capital stock and surplus.

The aggregate amount of covered transactions outstanding with all affiliates is limited to 20% of the bank’s capital stock and surplus.

Section 23B applies to “covered transactions,”

as well as to certain other transactions, and requires that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as prevailing market terms for transactions with or involving a non-affiliate.

The term “covered transaction”

includes making loans to, purchasing assets from, and issuing guarantees to an affiliate, and other similar transactions.

Section 23B transactions also include the bank’s providing services and selling assets to an affiliate.

In addition, loans or other extensions of credit by a bank to an affiliate are required to be collateralized according to the requirements set forth in Section 23A of the Federal Reserve Act.

A bank’s loans to its directors, executive officers and owners of 10% or more of its stock (each, an insider) and any entities controlled by such persons are subject to the conditions and limitations imposed by Sections 22(g) and 22(h) of the Federal Reserve Act and the Federal Reserve’s Regulation O.

Among other things, these provisions generally require that extension of credit to insiders be made on terms that are substantially the same as and follow credit underwriting procedures that are not less stringent than those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features.

In addition, extensions of credit to insiders may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based on a bank’s unimpaired capital and surplus.

Extensions of credit in excess of certain limits must be approved by the bank’s Board of Directors.

Transactions between banks and their affiliates are governed by federal law and regulation.

Generally, Section 23A of the Federal Reserve Act and the Federal Reserve’s Regulation W, made applicable to Somerset Regal Bank by Section 18(j) of the Federal Deposit Insurance Act and FDIC regulations, prohibit a bank and its subsidiaries from engaging in a “covered transaction” with an affiliate if the aggregate amount of covered transactions outstanding with that affiliate would exceed an amount equal to 10% of the bank’s capital stock and surplus.

The aggregate amount of covered transactions outstanding with all affiliates is limited to 20% of the bank’s capital stock and surplus.

The term “covered transaction” includes making loans to, purchasing assets from, and issuing guarantees to an affiliate, and other similar transactions.

Loans or other extensions of credit by a bank to an affiliate are required to be collateralized according to the requirements set forth in Section 23A of the Federal Reserve Act.

Section 23B of the Federal Reserve Act applies to “covered transactions,” as well as to certain other transactions, and requires that all such transactions be on terms and under circumstances that are substantially the same, or at least as favorable, to the bank or its subsidiary as those prevailing at the time for comparable transactions with or involving a non-affiliate.

Transactions covered by Section 23B also include the provision of services and selling of assets by a bank to an affiliate.

Somerset Regal Bank’s loans to its and its affiliates' directors, executive officers and owners of 10% or more of its stock (each, an insider) and entities controlled by such persons (each, a related interest) are subject to the conditions and limitations imposed by Sections 22(g) and 22(h) of the Federal Reserve Act and the Federal Reserve’s Regulation, as made applicable to the Bank by Section 18(j) of the Federal Deposit Insurance Act and FDIC regulations.

Among other things, these provisions generally require that extension of credit to insiders be made on terms that are substantially the same as and follow credit underwriting procedures that are not less stringent than those prevailing at the time for comparable transactions with unaffiliated persons and that such extensions of credit do not involve more than the normal risk of repayment or present other unfavorable features.

Extensions of credit in excess of certain limits must be approved by a majority of the bank’s entire Board of Directors.

Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.

Federal Insurance of Deposit Accounts.

Deposit accounts in Somerset Savings Bank are insured up to a maximum of $250,000 per depositor.

Deposit accounts in Somerset Regal Bank are insured up to a maximum of $250,000 per depositor.

The FDIC assesses all insured depository institutions.

An institution’s assessment rate depends upon the perceived risk to the Deposit Insurance Fund of that institution, with less risky institutions paying lower rates.

Currently, assessments for institutions of less than $10 billion of total assets are based on financial measures and supervisory ratings derived from statistical models estimating the probability of failure within three years.

Assessment rates (inclusive of possible adjustments) for insured depository institutions with assets of less than $10 billion currently range from 1.5 to 30 basis points of each institution’s total assets less tangible capital.

Assessment rates (inclusive of possible adjustments) for insured depository institutions with assets of less than $10 billion currently range from 24.5 to 32 basis points of each institution’s total assets less tangible capital.

The FDIC may increase or decrease the range of assessments uniformly, except that no adjustment in the risk-based assessment system may be made without notice and comment rulemaking.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law,

regulation, rule, order or regulatory condition imposed in writing.

We do not know of any practice, condition or violation that might lead to termination of our deposit insurance.

Community Reinvestment Act.

Under the Community Reinvestment Act, or “CRA,”

every insured depository institution has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low- and moderate- income neighborhoods.

The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA.

The CRA requires the FDIC, in connection with its examination of each state non-member bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to establish branches and acquire other financial institutions.

The CRA requires the FDIC to provide a written evaluation of an institution’s CRA performance utilizing a four- tiered descriptive rating system.

Somerset Savings Bank’s most recent FDIC CRA rating, dated May 31, 2022, was “Satisfactory.”

Under the Community Reinvestment Act, or “CRA,” every insured depository institution has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low- and moderate- income neighborhoods.

The CRA and its current regulations require the FDIC to provide a written

evaluation of an institution’s CRA performance utilizing a four- tiered descriptive rating system.

Somerset Regal Bank's most recent FDIC CRA rating, dated May 31, 2022, was “Satisfactory.”

On October 24, 2023, the FDIC and the other federal banking agencies issued a final rule to strengthen and modernize the CRA regulations.

Under the final rule, banks with assets of at least $600 million as of December 31 in both of the prior two calendar years and less than $2 billion as of December 31 in either of the prior two calendar years will be an “intermediate bank.” The agencies will evaluate intermediate banks under the Retail Lending Test and either the current community development test, referred to in the final rule as the Intermediate Bank Community Development Test, or, at the bank’s option, the Community Development Financing Test.

The applicability date for the majority of the provisions set out in the CRA regulations is January 1, 2026, and additional requirements will be applicable under the regulations on January 1, 2027.

Federal Home Loan Bank System.

Somerset Savings Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks.

Somerset Regal Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks.

The Federal Home Loan Banks provide a central credit facility primarily for member institutions.

Somerset Savings Bank, as a member of the Federal Home Loan Bank of New York, is required to acquire and hold shares of capital stock in the Federal Home Loan Bank of New York.

Somerset Savings Bank was in compliance with this requirement at June 30, 2023.

Somerset Regal Bank, as a member of the Federal Home Loan Bank of New York, is required to acquire and hold shares of capital stock in the Federal Home Loan Bank of New York.

Somerset Regal Bank was in compliance with this requirement at June 30, 2024.

Holding Company Regulation

Federal Holding Company Regulation .

Upon completion of the transactions, SR Bancorp became a bank holding company registered with the Federal Reserve and subject to regulation, examination, supervision and reporting requirements applicable to bank holding companies.

In addition, the Federal Reserve has enforcement authority over SR Bancorp and its non-savings bank subsidiaries.

SR Bancorp is a bank holding company registered with the Federal Reserve and subject to regulation, examination, supervision and reporting requirements applicable to bank holding companies.

In addition, the Federal Reserve has enforcement authority over SR Bancorp and its non-bank subsidiaries.

Among other things, this authority permits the Federal Reserve to restrict or prohibit activities that are determined to be a serious risk to the subsidiary bank.

A bank holding company is generally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities.

One of the principal exceptions to this prohibition is for activities the Federal Reserve had determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.

One of the principal exceptions to this prohibition is for activities the Federal Reserve has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.

Some of the principal activities that the Federal Reserve has determined by regulation to be so closely related to banking are:

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and (7) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies.

The Gramm-Leach-Bliley Act of 1999 authorizes a bank holding company that meets specified conditions, including that its depository institution subsidiaries are “well capitalized”

and “well managed,”

to opt to become a “financial holding company.”

A “financial holding company”

may engage in a broader range of financial activities than a bank holding company.

The Gramm-Leach-Bliley Act of 1999 authorizes a bank holding company that meets specified conditions, including that its depository institution subsidiaries are “well capitalized” and “well managed,” to opt to become a “financial holding company.” A “financial holding company” may engage in a broader range of financial activities than a bank holding company.

Such activities may include insurance underwriting and investment banking.

SR Bancorp has no plans to elect “financial holding company”

status at this time.

SR Bancorp has no plans to elect “financial holding company” status at this time.

Bank holding companies with $3 billion or more in total consolidated assets are subject to consolidated regulatory capital requirements that are as stringent as those applicable to their insured depository subsidiaries.

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Source of Strength.

Federal law provides that bank and savings and loan holding companies must act as a source of strength to their subsidiary depository institution.

Federal law provides that bank and savings and loan holding companies must act as a source of financial and managerial strength to their subsidiary depository institution.

The expectation is that the holding company will provide capital, liquidity and other support for the institution in times of financial stress.

Stock Repurchases and Dividends.

A bank holding company is generally required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth.

The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve order or directive, or any condition imposed by, or written agreement with, the Federal Reserve.

There is an exception to this approval requirement for well-capitalized bank holding companies that meet certain other conditions.

Federal Reserve guidance provides for regulatory consultation and nonobjection under specified circumstances prior to a holding company redeeming or repurchasing regulatory capital instruments, including common stock, regardless of the previously referenced notification requirement.

Federal Reserve guidance provides for regulatory consultation and non-objection under specified circumstances prior to a holding company redeeming or repurchasing regulatory capital instruments, including common stock, regardless of the previously referenced notification requirement.

The Federal Reserve has issued a policy statement regarding capital distributions, including dividends, by bank holding companies.

In general, the Federal Reserve’s policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition.

Regulatory guidance provides for prior consultation with and nonobjection of the Federal Reserve in certain cases, such as where a proposed dividend exceeds earnings for the period for which the dividend would be paid ( e.g.

, calendar quarter) or where the company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund a proposed dividend.

The Federal Reserve guidance also provides for consultation and nonobjection for material increases in the amount of a bank holding company’s common stock dividend.

Regulatory guidance provides for prior consultation with and non-objection of the Federal Reserve in certain cases, such as where a proposed dividend exceeds earnings for the period for which the dividend would be paid ( e.g.

, calendar quarter) or where the holding company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund a proposed dividend.

The Federal Reserve guidance also provides for consultation and non-objection for material increases in the amount of a bank holding company’s common stock dividend.

Additionally, under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.

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Acquisition of Holding Company.

Under the Change in Bank Control Act, no person, or group of persons acting in concert, may acquire control of a bank holding company, such as SR Bancorp, unless the Federal Reserve has been given 60 days’

prior written notice and not disapproved the proposed acquisition.

Control, as defined under the Change in Bank Control Act and applicable regulations, means the power, directly or indirectly, to direct the management or policies of the company or to vote 25% or more of any class of voting securities of the company.

Acquisition of more than 10% of any class of a bank holding company’s voting securities constitutes a rebuttable presumption of control under certain circumstances, including where, as will be the case with SR Bancorp, the issuer has registered securities under Section 12 of the Exchange Act.

Acquisition of more than 10% of any class of a bank holding company’s voting securities constitutes a rebuttable presumption of control under certain circumstances, including where, as is the case with SR Bancorp, the issuer has registered securities under Section 12 of the Exchange Act.

In addition, federal regulations provide that no company may acquire control of a bank holding company without the prior approval of the Federal Reserve.

Control, as defined under the Bank Holding Company Act and Federal Reserve regulations, means ownership, control or power to vote 25% or more of any class of voting stock, control in any manner over the election of a majority of the company’s directors, or a determination by the regulator that the acquiror has the power to exercise, directly or indirectly, a controlling influence over the management or policies of the company.

Any company that acquires such control becomes a “bank holding company”

subject to registration, examination and regulation by the Federal Reserve.

Any company that acquires such control becomes a “bank holding company” subject to registration, examination and regulation by the Federal Reserve.

Effective September 30, 2020, the Federal Reserve amended its regulations concerning when a company exercises a controlling influence over a bank or bank holding company for purposes of the Bank Holding Company Act.

Relevant factors include the company’s voting and nonvoting equity investment in the bank or bank holding company, director, officer and employee overlap and the scope of business relationships between the company and bank or bank holding company.

New Jersey Holding Company Regulation.

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Federal Securities Laws

SR Bancorp’s common stock is registered with the SEC.

SR Bancorp, therefore, is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Exchange Act.

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Shares purchased by an affiliate of SR Bancorp will be subject to the resale restrictions of Rule 144 under the Securities Act.

If SR Bancorp meets the current public information requirements of Rule 144, each affiliate that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of SR Bancorp, or the average weekly volume of trading in the shares during the preceding four calendar weeks.

Emerging Growth Company Status.

SR Bancorp qualifies as an “emerging growth company”

under the JOBS Act.

including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

SR Bancorp qualifies as an “emerging growth company” under the JOBS Act.

For as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting.

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The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.

SR Bancorp has in place policies, procedures and systems designed to comply with these regulations.

SR Bancorp has in place policies, procedures and systems designed to comply with this Act and its implementing regulations.

Federal Taxation

SR Bancorp and Somerset Savings Bank are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below.

The following discussion of federal taxation is intended only to summarize material federal income tax matters and is not a comprehensive description of the tax rules applicable to SR Bancorp and Somerset Savings Bank.

SR Bancorp and Somerset Regal Bank are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below.

Method of Accounting.

For federal income tax purposes, Somerset Savings Bank currently reports its income and expenses on the accrual method of accounting and uses a tax year ending June 30 for filing its federal income tax returns.

For federal income tax purposes, Somerset Regal Bank currently reports its income and expenses on the accrual method of accounting and uses a tax year ending June 30 for filing its federal income tax returns.

Net Operating Loss Carryovers.

Effective with the passage of the Tax Cuts and Jobs Act, net operating loss carrybacks are no longer permitted, and net operating losses are allowed to be carried forward indefinitely.

Net operating loss carryforwards arising from tax years beginning after January 1, 2018 are limited to offset a maximum of 80% of a future year’s taxable income.

At June 30, 2023, Somerset Savings Bank had no net operating loss carryovers at the federal level and $2.95 million in net operating loss carryovers at the state level.

Effective with the passage of the Federal Tax Cuts and Jobs Act, net operating loss carrybacks are no longer permitted, and net operating losses are allowed to be carried forward indefinitely.

Net operating loss carryforwards arising from tax years beginning after January 1, 2018 are limited to offset a maximum of 80% of a future year’s taxable income.

At June 30, 2024, Somerset Regal Bank had approximately $3.6 million in net operating loss carryovers at the federal level and approximately $7.2 million in net operating loss carryovers at the state level.

Capital Loss Carryovers.

Generally, a financial institution may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years.

Generally, corporations may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years.

Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried.

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Any loss remaining after the five-year carryover period that has not been deducted is no longer deductible.

At June 30, 2023, Somerset Savings Bank had no capital loss carryovers.

At June 30, 2024, Somerset Regal Bank had approximately $2.5 million in capital loss carryovers.

Corporate Dividends.

We may generally exclude from our income 100% of dividends received from Somerset Savings Bank as a member of the same affiliated group of corporations.

We may generally exclude from our income 100% of dividends received from Somerset Regal Bank as a member of the same affiliated group of corporations.

Audit of Tax Returns.

Somerset Savings Bank’s federal income tax returns and New Jersey State income tax returns have not been audited in the last three years.

SR Bancorp's federal income tax returns and New Jersey State income tax returns have not been audited in the last three years.

State Taxation

New Jersey State Taxation.

In 2014, tax legislation was enacted that changed the manner in which financial institutions and their affiliates are taxed in New Jersey.

Taxable income is apportioned to New Jersey based on the location of the taxpayer’s customers, with special rules for income from certain financial transactions.

The location of the taxpayer’s offices and branches are not relevant to the determination of income apportioned to New Jersey.

In 2014, tax legislation was enacted that changed the manner in which banks and their affiliates are taxed in New Jersey.

Taxable income is apportioned to New Jersey based on the location of the taxpayer’s customers, with special rules for income from certain financial transactions.

The location of the taxpayer’s offices and branches are not relevant to the determination of income apportioned to New Jersey.

The Corporation Business Tax rate is 9% on adjusted entire net income or on the portion allocable to New Jersey;

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and the rate is 6.5% for all corporations with entire net income of $50,000 or less.

An alternative tax on apportioned capital, capped at $5.0 million for a tax year, is imposed to the extent that it exceeds the tax on apportioned income.

The New Jersey alternative tax rate is 0.05% for 2019, 0.025% for 2020 and was completely phased out as of January 1, 2021.

Qualified community banks and thrift institutions that maintain a qualified loan portfolio are entitled to a specially computed modification that reduces the income taxable to New Jersey.

Maryland State Taxation .

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What changed 10-K

Item 1. Business