SR Bancorp, Inc. 10-K

Item 9A . Controls and Procedures. (a) Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal year (the “Evaluation Date”). Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective. 53 (b) Management’s Annual Report on Internal Control over Financial Reporting. This annual report does not include a management report regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. (c) Attestation Report of the Registered Public Accounting Firm. Not applicable because the Company is an emerging growth company. (d) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B . Other Information. Not applicable. Item 9C. Disclo sure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 54 PA RT III Item 10 . Directors, Executive Officers and Corporate Governance. Information regarding directors, executive officers and corporate governance of the Company is presented under the headings “Other Information Relating to Directors and Executive Officers — Delinquent Section 16(a) Reports Compliance,” “Proposal 1 — Election of Directors,” “Corporate Governance — Code of Ethics for Senior Officers,” “Corporate Governance — Insider Trading Policy” and “— Committees of the Board of Directors — Audit Committee” in the Company’s definitive Proxy Statement for the 20243 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference. A copy of the Code of Ethics for Senior Officers is available to shareholders in the “Corporate Governance Documents” section of the “Investor Relations” portion of Somerset Regal Bank’s website of www.somersetregalbank.com . Item 11 . Executive Compensation. Information regarding executive compensation is presented under the headings “Executive Compensation” and “Director Compensation” in the Proxy Statement and is incorporated herein by reference. Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information regarding security ownership of certain beneficial owners and management is presented under the heading “Stock Ownership” in the Proxy Statement and is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans Other than our employee stock ownership plan, SR Bancorp did not have any equity compensation plans at June 30, 2024. Item 13 . Certain Relationships and Related Transactions, and Director Independence. Information regarding certain relationships and related transactions, and director independence is presented under the heading “Corporate Governance — Director Independence” and “Other Information Relating to Directors and Executive Officers — Transactions with Certain Related Persons” in the Proxy Statement and is incorporated herein by reference. Item 14 . Principal Accounting Fees and Services. Information regarding principal accounting fees and services is presented under the heading “Proposal 3 — Ratification of the Appointment of Independent Registered Public Accountants” in the Proxy Statement and is incorporated herein by reference. 55 PART IV Item 15 . Exhibits, Financial Statement Schedules. (a) Financial Statements and Schedules: Consolidated Financial Statements of SR Bancorp and Subsidiaries Report of Independent Registered Public Accounting Firm F- 2 Consolidated Statements of Financial Condition as of June 30, 2024 and 2023 F- 3 Consolidated Statements of (Loss) Income for the years ended June 30, 2024 and 2023 F- 4 Consolidated Statements of Comprehensive (Loss) Income for the years ended June 30, 2024 and 2023 F- 5 Consolidated Statements of Changes in Equity for the years ended June 30, 2024 and 2023 F- 6 Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023 F- 7 Notes to Consolidated Financial Statements. F- 8 The Consolidated Financial Statements of SR Bancorp and Subsidiaries beginning on page F-1 of this Form 10-K for the year ended June 30, 2024 are incorporated by reference herein. All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto contained in this 2024 Annual Report. (b) Exhibits Item 16 . Form 10-K Summary None. 56 Exhibit Index Exhibit Number Description 2.1 Agreement and Plan of Merger, and Amendment thereto, By and Among SR Bancorp, Inc., Somerset Regal Bank, SLA, Regal Bancorp, Inc., and Regal Bank (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-270489) as initially filed on March 13, 2023) 3.1 Amended and Restated Articles of Incorporation of SR Bancorp, Inc. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1/A (File No. 333-270489) as filed on July 10, 2023) 3.2 Amended and Restated Bylaws of SR Bancorp, Inc. (Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 001-41808) filed on September 28, 2023) 4.0 Form of Common Stock Certificate of SR Bancorp, Inc. (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-270489) as initially filed on March 13, 2023) 4.1 Description of Registrant's Securities* 10.1 Employment Agreement, dated July 25, 2022, by and between Somerset Regal Bank, SLA and William P. Taylor (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-270489) as initially filed on March 13, 2023) 10.2 Employment Agreement, dated July 25, 2022, by and between Somerset Regal Bank, SLA and Christopher J. Pribula (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-270489) as initially filed on March 13, 2023) 10.3 Employment Agreement, dated July 25, 2022, by and between Somerset Regal Bank, SLA and David Orbach (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-270489) as initially filed on March 13, 2023) 10.4 Somerset Savings Bank Supplemental Executive Retirement Plan (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-270489) as initially filed on March 13, 2023) 10.5 Somerset Regal Bank, SLA Deferred Compensation Plan (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-270489) as initially filed on March 13, 2023) 10.6 SR Bancorp, Inc. Policy Regarding Insider Trading* 10.7 Somerset Regal Bank Supplemental Executive Retirement Plan (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-41808) as filed on April 26, 2024) 21.0 Subsidiaries (Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 001-41808) filed on September 28, 2023) * 23.0 Consent of Baker Tilly US, LLP* 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 57 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . SR Bancorp, Inc. Date: October 15, 2024 By: /s/ William P. Taylor William P. Taylor Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ William P. Taylor Director and Chief Executive Officer (Principal Executive Officer) October 15, 2024 William P. Taylor /s/ Harris M. Faqueri Chief Financial Officer (Principal Financial and Accounting Officer) October 15, 2024 Harris M. Faqueri /s/ Christopher J. Pribula Director, President and Chief Operating Officer October 15, 2024 Christopher J. Pribula /s/ David M. Orbach Director (Executive Chairman) October 15, 2024 David M. Orbach /s/ Douglas M. Sonier Director October 15, 2024 Douglas M. Sonier /s/ John W. Mooney Director October 15, 2024 John W. Mooney /s/ James R. Silkensen Director October 15, 2024 James R. Silkensen /s/ Mary E. Davey Director October 15, 2024 Mary E. Davey /s/ Thomas Lupo Director October 15, 2024 Thomas Lupo /s/ Marc Lebovitz Director October 15, 2024 Marc Lebovitz 58 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F- 2 Consolidated Statements of Financial Condition as of June 30, 2024 and 2023 F- 3 Consolidated Statements of (Loss) Income for the years ended June 30, 2024 and 2023 F- 4 Consolidated Statements of Comprehensive (Loss) Income for the years ended June 30, 2024 and 2023 F- 5 Consolidated Statements of Changes in Equity for the years ended June 30, 2024 and 2023 F- 6 Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023 F- 7 Notes to Consolidated Financial Statements. F- 8 F- 1 REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM To the stockholders and Board of Directors of SR Bancorp Inc: Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of SR Bancorp Inc. and Subsidiaries (the "Company") as of June 30, 2024 and June 30, 2023, the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and June 30, 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Baker Tilly US, LLP We have not been able to determine the specific year that we began serving as the Company’s auditor; however, we are aware that we have served as the Company’s auditor since at least 1994. Iselin, New Jersey October 15, 2024 F- 2 SR Bancorp, Inc. and Subsidiaries Consolidated Statements of Financial Condition June 30, 2024 and June 30, 2023 (Dollars in thousands) June 30, 2024 2023 Assets Cash and due from banks $ 8,622 $ 8,657 Interest-bearing deposits at other banks 37,287 33,792 Total cash and cash equivalents 45,909 42,449 Securities available-for-sale, at fair value — 36,076 Securities held-to-maturity, at amortized cost 158,325 171,185 Equity securities, at fair value 25 24 Loans receivable, net of allowance for credit losses of $ 5,229 and allowance for loan losses of $ 1,116 , respectively 731,859 362,252 Premises and equipment, net 5,419 3,546 Right-of-use asset 2,311 19 Restricted equity securities, at cost 1,231 726 Accrued interest receivable 2,695 1,189 Bank owned life insurance 37,093 28,714 Goodwill and intangible assets 28,141 — Other assets 7,836 5,306 Total assets $ 1,020,844 $ 651,486 Liabilities and Equity Liabilities Deposits: Noninterest-bearing $ 108,026 $ 40,687 Interest-bearing 699,074 463,230 Total deposits 807,100 503,917 Borrowings — 20,000 Advance payments by borrowers for taxes and insurance 8,073 4,313 Accrued interest payable 149 — Lease liability 2,403 19 Other liabilities 3,636 1,153 Total liabilities 821,361 529,402 Equity Common stock, $ 0.01 par value, 55,000,000 authorized; 9,507,930 shares issued and outstanding at June 30, 2024 and no ne at June 30, 2 0 23 95 — Additional paid-in capital 91,436 — Retained earnings 116,205 127,099 Unearned compensation ESOP ( 7,036 ) — Accumulated other comprehensive loss ( 1,217 ) ( 5,015 ) Total stockholders' equity 199,483 122,084 Total liabilities and stockholders' equity $ 1,020,844 $ 651,486 The accompanying notes are an integral part of these consolidated financial statements. F- 3 SR Bancorp, Inc. and Subsidiaries Consolidated Statem ents of (Loss) Income For the Years Ended June 30, 2024 and 2023 (Dollars in thousands) Year Ended June 30, 2024 2023 Interest Income Loans, including fees $ 33,619 $ 11,317 Securities, taxable 3,198 3,680 Federal funds sold 157 — Interest bearing deposits at other banks 3,892 1,122 Total interest income 40,866 16,119 Interest Expense Deposits: Demand 1,123 96 Savings and time 9,564 2,087 Borrowings 808 245 Total interest expense 11,495 2,428 Net Interest Income 29,371 13,691 Provision for Credit Losses 4,066 — Net Interest Income After Provision For Credit Losses 25,305 13,691 Noninterest (Loss) Income Service charges and fees 818 667 Increase in cash surrender value of bank owned life insurance 907 658 Fees and service charges on loans 89 21 Unrealized gain on equity securities 1 5 Realized loss on sale of securities ( 4,463 ) ( 119 ) Gain on sale of loans 55 — Other 102 33 Total noninterest (loss) income ( 2,491 ) 1,265 Noninterest Expense Salaries and employee benefits 15,102 7,787 Occupancy 2,349 728 Furniture and equipment 966 561 Data Processing 3,100 1,216 Advertising 301 198 FDIC premiums 468 182 Directors fees 389 327 Professional fees 1,999 1,029 Insurance 546 165 Telephone, postage and supplies 626 316 Other 8,737 644 Total noninterest expense 34,583 13,153 Net (Loss) Income Before Income Tax Expense ( 11,769 ) 1,803 Income Tax (Benefit) Expense ( 909 ) 250 Net (Loss) Income $ ( 10,860 ) $ 1,553 Basic (loss) earnings per share $ ( 1.59 ) $ - Diluted (loss) earnings per share $ ( 1.59 ) $ - Weighted average number of common shares outstanding - basic 6,833,630 — Weighted average number of common shares outstanding - diluted 6,833,630 — The accompanying notes are an integral part of these consolidated financial statements. F- 4 SR Bancorp, Inc. and Subsidiaries Consolidated Statements of Comprehensive (Loss) Income For the Years Ended June 30, 2024 and 2023 (Dollars in thousands) Year Ended June 30, 2024 2023 Net (Loss) Income $ ( 10,860 ) $ 1,553 Other Comprehensive Income (Loss) Unrealized holding gains (losses) on securities available-for-sale arising during the year, net of income tax (expense) benefit of $( 119 ) and $ 386 , respectively (a) 338 ( 1,050 ) Reclassification adjustment for losses on sale of securities included in net loss, net of income tax (expense) benefit of $( 1,154 ) and $( 42 ), respectively 3,297 77 Total change in unrealized gains (losses) 3,635 ( 973 ) Change in defined pension plan for unrealized actuarial gains net of income tax (expense) of $( 58 ) and $( 1,280 ), respectively (b) 163 3,273 Total other comprehensive income 3,798 2,300 Total comprehensive (loss) income $ ( 7,062 ) $ 3,853 (a) Income tax amounts on unrealized holding gains (losses) on securities available-for-sale are included in the net deferred tax asset described in Note 13. (b) Income tax amounts on the change in the defined benefit pension plan for unrealized actuarial gains (losses) are included in the net deferred tax asset described in Note 13. The accompanying notes are an integral part of these consolidated financial statements. F- 5 SR Bancorp, Inc. and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended June 30, 2024 and 2023 (Dollars in thousands) Common Stock Additional Paid in Capital Retained Earnings Unearned ESOP Compensation Accumulated Other Comprehensive Loss Total Balance, June 30, 2022 $ — $ — $ 125,546 $ — $ ( 7,315 ) $ 118,231 Net income — — 1,553 — — 1,553 Other comprehensive income, net of tax — — — — 2,300 2,300 Balance, June 30, 2023 $ — $ — $ 127,099 $ — $ ( 5,015 ) $ 122,084 Net loss — — ( 10,860 ) — — ( 10,860 ) Cumulative adjustment for change in accounting principle (ASU No. 2016-13) — — ( 34 ) — — ( 34 ) Common stock issued, 9,507,930 shares 95 91,491 — — — 91,586 Initial funding of ESOP, 760,634 shares — — — ( 7,606 ) — ( 7,606 ) ESOP shares allocated or committed for allocation to participants, 57,048 shares — ( 55 ) — 570 — 515 Other comprehensive income, net of tax — — — — 3,798 3,798 Balance, June 30, 2024 $ 95 $ 91,436 $ 116,205 $ ( 7,036 ) $ ( 1,217 ) $ 199,483 The accompanying notes are an integral part of these consolidated financial statements. F- 6 SR Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended June 30, 2024 and 2023 (Dollars in thousands) Year Ended June 30, 2024 2023 Cash Flows from Operating Activities Net (loss) income $ ( 10,860 ) $ 1,553 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Provision for credit losses 4,066 — Depreciation 799 413 Deferred income tax benefit ( 1,395 ) ( 366 ) Accretion of acquisition fair value adjustments, net ( 5,468 ) — Amortization of core deposit intangible asset 1,340 — Net amortization of premiums and discounts on securities 280 567 Net amortization of deferred loan fees, costs and discounts 364 568 Amortization of right to use asset 35 ( 19 ) Income from cash surrender value of bank owned life insurance ( 907 ) ( 658 ) Stock-based compensation expense 515 — Unrealized gain on equity securities ( 1 ) ( 5 ) Loss on sale of investments, net 4,463 119 Gain on sale of loans held for sale ( 55 ) ( 1 ) Proceeds from sales of loans held for sale 4,486 300 Originations of loans held for sale ( 4,431 ) ( 299 ) Gain on sale of premises and equipment ( 13 ) — Noncash expense - contribution to Somerset Regal Bank Charitable Foundation 4,528 — (Increase) decrease in: Accrued interest receivable ( 292 ) ( 121 ) Other assets 2,410 ( 1,195 ) Other liabilities ( 1,603 ) 1,464 Net cash (used in) provided by operating activities ( 1,739 ) 2,320 Cash Flows from Investing Activities Proceeds from maturities, calls and principal repayments of securities available-for-sale 7,692 9,974 Proceeds from maturities, calls and principal repayments of securities held-to-maturity 15,180 18,048 Proceeds from sale of securities available-for-sale 41,315 451 Proceeds from sale of securities held-to-maturity — 3,918 Purchases of securities held-to-maturity — ( 894 ) Proceeds from time deposits in other financial institutions 8,798 — Net increase in loans receivable ( 45,945 ) ( 28,262 ) Purchases of premises and equipment ( 1,102 ) ( 516 ) Proceeds from sale of premises and equipment 13 — Redemption (purchase) of restricted equity securities 43 ( 24 ) Cash paid for acquisition ( 69,538 ) — Cash received from acquisition 55,294 — Net cash provided by investing activities 11,750 2,695 Cash Flows from Financing Activities Net decrease in interest bearing deposits ( 51,011 ) ( 15,120 ) Net decrease in non-interest bearing deposits ( 18,752 ) ( 3,035 ) Net increase in advance payments by borrowers for taxes and insurance 3,760 245 Proceeds from short-term borrowings — 20,000 Repayment of short-term borrowings ( 20,000 ) — Cash proceeds from issuance of common stock 79,452 — Net cash (used in) provided by financing activities ( 6,551 ) 2,090 Net increase (decrease) in cash and cash equivalents 3,460 7,105 Cash and Cash Equivalents, Beginning of Period 42,449 35,344 Cash and Cash Equivalents, End of Period $ 45,909 $ 42,449 Supplementary Cash Flow Information Cash paid during the period for: Interest paid $ 9,582 $ 2,428 Income taxes paid $ 475 $ — Acquisition: Fair value of assets acquired, net of cash and cash equivalents acquired 372,551 — Goodwill recorded at merger 20,417 — Fair value of liabilities assumed 378,724 — Fair values of 452,758 common shares contributed to Somerset Regal Bank Charitable Foundation 4,528 — The accompanying notes are an integral part of these consolidated financial statements. F- 7 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements June 30, 2024 and 2023 1. Summary of Sig nificant Accounting Policies Conversion, Stock Offering and Merger The conversion of Somerset Savings Bank, SLA from the mutual to stock form of organization and related stock offering by SR Bancorp, Inc. (the "Company"), the holding company for Somerset Savings Bank, SLA, was completed on September 19, 2023. The Company’s common stock began trading on the Nasdaq Capital Market under the trading symbol “SRBK” on September 20, 2023. The Company sold 9,055,172 shares of its common stock at a price of $ 10.00 per share, which included 760,634 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 Company common stock were outstanding. Promptly following the completion of the conversion and related stock offering, Regal Bancorp, Inc., a New Jersey corporation (“Regal Bancorp”), merged with and into the Company, with the Company as the surviving entity (the “Merger”). Immediately following the Merger, Regal Bank, a New Jersey chartered commercial bank headquartered in Livingston, New Jersey and the wholly-owned subsidiary of Regal Bancorp, merged with and into Somerset Bank, which had converted to a commercial bank charter, and was renamed Somerset Regal Bank (the “Bank”). In connection with the Merger, each outstanding share of Regal Bancorp common stock converted into the right to receive $ 23.00 in cash. The Merger was completed on September 19, 2023. Business The Company, a Maryland corporation, is the holding company for Somerset Regal Bank. The Bank, which was formed in 1887, serves Essex, Hunterdon, Middlesex, Morris, Somerset and Union counties in New Jersey. The Bank is a New Jersey chartered commercial bank subject to the laws and regulations of federal and state agencies. As a locally managed community bank, the Bank provides retail and commercial banking services to individuals, businesses and local municipalities through its 15 full-service branch locations. Principles of Consolidation The consolidated financial statements include the accounts of SR Bancorp, Inc. and its wholly owned subsidiary the Bank, and its wholly-owned subsidiaries, Somerset Investment Co. (the “Investment Co.”), RB Properties, LLC and Somerset Consumer Service Corp. (“SCS”). All significant intercompany accounts and transactions have been eliminated in consolidation. The Investment Co. is a special purpose entity subject to the investment company provisions of the New Jersey Corporation Business Tax Act whose activities are limited to holding investment securities and recognizing income and other gains/losses thereon. RB Properties, LLC was formed to own and manage real estate property acquired through foreclosure or in lieu of foreclosure in connection with loans. RB Properties, LLC is currently inactive. SCS has had limited activity. Basis of Presentation and Use of Estimates The financial information contained in this Annual Report on Form 10-K as of and for the year ended June 30, 2024 is for the Company and the Bank, unless indicated otherwise. However, due to the timing of the Merger, the statement of (loss) income and related disclosures only includes operations of Regal Bancorp and Regal Bank since September 19, 2023. Financial information as of June 30, 2023, and for the year then ended, is for Somerset Savings Bank, SLA, on a stand-alone basis. F- 8 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the consolidated statement of financial condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates. Prior period amounts have been reclassified when necessary to conform to the current year’s presentation. Such reclassifications did not have a material impact on the operating results or financial position of the Company. Material estimates that are particularly susceptible to change are: the allowance for credit losses; the evaluation of goodwill for impairment; fair value measurements of assets and liabilities; and income taxes. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed necessary. While management uses its best judgment, actual results could differ from those estimates. Segment Reporting Accounting Standards Codification ("ASC") Topic 280, Segment Reporting, establishes standards for the way business enterprises report information about operating segments in annual consolidated financial statements. The Company has one reportable segment, "Community Banking." Community Banking encompasses the Company's primary business, which includes providing a wide range of commercial, retail and related banking services. The Company's primary focus within Community Banking is to grow loans using deposits generated by the Company's branches. Our business is generated principally in central and northern New Jersey. Concentrations of Credit Risk The Company's lending activity is concentrated in loans secured by real estate located primarily in the State of New Jersey. Credit risk exposure in this area of lending is mitigated by adhering to conservative underwriting practices and policies, and close monitoring of the loan portfolio. The Company does not have any significant concentrations to any one industry or customer. Notes 4 and 5 discuss the types of investment securities in which the Company invests. Credit risk as it relates to investment activities is mitigated through the monitoring of ratings and the purchase of government-sponsored agency securities, backed by the full faith and credit of the United States. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, amounts due from banks and interest-earning deposits in other banks with original maturities of three months or less. The Company maintains accounts at other financial institutions with balances in excess of federal deposit insurance limits. The Company has not experienced any loss in such accounts. Adoption of Accounting Standards Codification Topic 326: Financial Instruments - Credit Losses ("ASC 326") On July 1, 2023, the Company adopted ASC 326 ("CECL"), which requires the earlier recognition of credit losses on loans and other financial instruments based on an expected loss model, replacing the incurred loss model that was in use through June 30, 2023. Under this guidance, an entity measures all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The CECL model applies to loans and leases, unfunded lending commitments, held-to-maturity debt securities and other debt instruments measured at amortized cost. The Company recorded the effect of implementing CECL using a modified-retrospective approach through a cumulative effect adjustment through retained earnings as of July 1, 2023, the beginning of the reporting period in which CECL became effective. The adoption of the new standard resulted in an increase to the allowance for credit losses on loans of $ 34,000 , net of F- 9 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 tax. No allowances were recorded for investment securities or unfunded lending commitments at adoption, as the estimates of those losses were de minimus. Securities Investments in debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost. Debt and equity securities that are bought and held principally to sell in the near term are classified as trading securities and reported at fair value, with unrealized holding gains and losses included in earnings. Debt and equity securities not classified as trading securities or as held-to-maturity securities are classified as available-for-sale securities and reported at fair value, with unrealized holding gains or losses, net of deferred income taxes, reported in the accumulated other comprehensive income/loss component of equity. Premiums/discounts on all securities are amortized/accreted to maturity by use of the level yield method. Gain or loss on sales of securities is based on the specific identification method. Sales or dispositions of securities whose fair value exceed amortized cost are recognized in earnings. On a quarterly basis, the Company assesses investments with unrealized losses in its available-for-sale and held-to-maturity portfolios regarding its ability and intent to hold those investments until fair value equals or exceeds amortized cost. Equity securities with readily determinable fair values are measured at fair value. Any realized or unrealized gains or losses are recognized in earnings. Dividends are included in interest income. In compliance with ASC 326, the Company conducted a review of its investment portfolio to determine the appropriate level of credit losses to reserve for. The Company did no t record an allowance for credit losses ("ACL") on its available-for-sale ("AFS") securities during the year ended June 30, 2024 or upon implementation of CECL on July 1, 2023. As of both periods, the Company considered the unrealized losses on the AFS securities to be related to fluctuations in market conditions, primarily interest rates, and not reflective of deterioration in credit. As of June 30, 2024, the Company had no AFS securities. As of June 30, 2023, the Company's AFS securities consisted primarily of highly-rated government sponsored agency (GSE) residential mortgage-backed securities. The unrealized losses were higher due to market uncertainty resulting from inflation and rising interest rates from the time of the security purchase. The Company's held-to-maturity ("HTM") portfolio consists principally of highly-rated GSE residential mortgage-backed securities. The Company segments its HTM into GSE, residential mortgage-backed securities, collateralized mortgage obligations ("CMOs"), and other debt securities to determine the ACL. The ACL is determined based on the security's historical losses and the ratings of major investment securities rating services, adjusted for certain qualitative factors. The Company has determined that for GSE residential mortgage-backed securities, it would be appropriate to assume the expected credit loss to be zero. At both June 30, 2024 and 2023, the Company had no HTM securities that were past due 30 days or more as to principal or interest payments. Based on its review of HTM securities, the Company deemed no ACL reserve was necessary for the years ended June 30, 2024 and 2023. Loans Receivable Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for credit losses and any deferred fees and costs. Interest income is accrued on the unpaid principal balance and credited to income. Loan origination fees and costs are deferred and recognized over the life of the loans as an adjustment to yield (interest income). Discounts and premiums on purchased loans are amortized to income using the interest method over the expected lives of the loans. F- 10 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 Following the completion of the Merger, the loans receivable portfolio was segmented as follows: multi-family real estate loans, owner occupied commercial real estate loans, other commercial real estate loans, commercial and industrial loans, residential mortgage loans and consumer loans. The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even when the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for credit losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments. Allowance for Credit Losses The allowance for credit losses ("ACL") is a significant accounting estimate used in the preparation of the Company's consolidated financial statements. Upon adoption of ASC 326 on July 1, 2023, the Company replaced the incurred loss impairment model with a requirement to recognize lifetime expected credit losses on loans and other financial instruments immediately when a financial asset is originated or purchased. The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. The allowance is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis. Arriving at an appropriate level of ACL involves a high degree of judgment. While management uses available information to recognize losses on loans, changing economic conditions and the economic prospects of the borrowers may necessitate future additions or reductions to the allowance. The Company estimates expected credit losses using a combination of the cohort method and weighted average remaining maturities method. The loan portfolio is segmented into pools of loans by similar attributes and risk characteristics, as of a particular point in time, to which expected losses are calculated over their remaining lives, or until sufficiently attrited (i.e., have reached an acceptable stage at which a significant majority of all losses are expected to have been recognized). Each model factors historical loss rates into quantitative adjustments, to which management applies qualitative adjustments. The various risks that may be considered in making qualitative factor adjustments include, among other things: the impact of changes in lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries; actual and expected changes in national, regional, and local economic and business conditions and developments that affect the collectability of the loan pools; changes in the composition and size of the loan portfolio and in the terms of the underlying loans; changes in the experience, ability, and depth of our lending management and staff; changes in volume and severity of past due and nonaccrual assets; changes to the quality of our internal loan review system; the existence, growth, and effect of any concentrations of credit; and regulatory, legal and environmental events. The ACL is increased by the provision for credit losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the ACL, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off against the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Because all identified losses are immediately charged off, no portion of the allowance for credit losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all credit losses. Mortgage loans are secured by the borrower’s residential or non-residential real estate in a first lien position. Mortgage loans have varying loan rates depending on the financial condition of the borrower and the loan to value ratio. Commercial real estate loans consist of multi-family real estate, owner-occupied, mixed use and other F- 11 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 commercial real estate, as well as other commercial loans. Commercial and industrial loans are extended to businesses as either unsecured or secured by various types of collateral, such as accounts receivable, inventory, equipment and/or real estate. Consumer loans are primarily home equity loans and are generally secured by the borrower’s personal residence in a second lien position. From time to time, we may modify certain loans to borrowers who are experiencing financial difficulty. In some cases, these modifications may result in new loans. Loan modifications to borrowers experiencing financial difficulty may be in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension, or a combination thereof, among other things. Our policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those assets characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. 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 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. Prior to the adoption of ASC 326 on July 1, 2023, a loan was individually evaluated when the loan was considered impaired. A loan was considered individually impaired when, based on current information and events, it was probable that the Bank would be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining whether a loan was individually impaired include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experienced insignificant payment delays and payment shortfalls generally were not classified as individually impaired. Management determined the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment was measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan was collateral dependent. With the adoption of ASC 326, loans that do not share risk characteristics with existing pools are evaluated on an individual basis, such as collateral dependent loans. The Company considers a loan to be collateral dependent when management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and repayment of the financial asset is expected to be provided substantially through the operation or sale of the collateral. When repayment is expected to be from the operation of the collateral, the specific credit loss reserve is calculated as the amount by which the amortized cost basis of the financial asset exceeds the net present value from the operation of the collateral. When repayment is expected to be from the sale of the collateral, the specific credit loss reserve is calculated as the amount by which the amortized cost basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The allowance may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. In addition, Federal and state regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit losses and may require the Company to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for credit losses is adequate. F- 12 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 Upon adoption of ASC 326 on July 1, 2023, the Company made the following elections regarding accrued interest receivable: (i) present accrued interest receivable balances separately on the consolidated statements of financial condition; (ii) exclude accrued interest from the measurement of the ACL, including investments and loans; and (iii) continue to write-off accrued interest receivable by reversing interest income when a loan is placed on non-accrual. The Company's policy is to write-off accrued interest when a loan is placed on non-accrual. Historically, the Company has not experienced uncollectible accrued interest receivable on investment debt securities. The exposure for unfunded commitments is a component of other liabilities on the Company's consolidated statement of financial condition and represents the estimate for current expected credit losses inherent in unfunded commitments to extend credit. Unfunded commitments to extend credit include unused portions of lines of credit, unfunded loan commitments, availability on construction and land development loans and standby and commercial letters of credit. The process used to determine the ACL for these exposures is consistent with the process for determining the allowance for loans, as adjusted for estimated funding probabilities or loan equivalency factors. A charge (credit) to the provision for unfunded commitments on the consolidated statements of income is made to account for the change in the ACL on unfunded commitment exposures between reporting periods. Premises and Equipment, net Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Routine maintenance and repairs are expensed as incurred, while significant expenditures for improvements are capitalized. Gains or losses upon disposition are reflected in earnings as realized. Bank premises and equipment are reviewed by management for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Leases The lease liability for operating leases is measured and recognized as the present value of all future lease payment obligations. The right-of-use asset for operating leases is measured as the amount of the lease liability, plus any unamortized initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized. The discount rate used to compute the lease liability is the implicit rate in the lease contract, if readily determinable, or the Company's incremental borrowing rate. The implicit rates of the Company's operating leases are not readily determinable, therefore the Company uses its incremental borrowing rate at the commencement date of each lease. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. For all underlying classes of assets, the Company has elected to not recognize right-of-use assets and lease liabilities for leases that have a term of 12 months or less at lease commencement. Leases containing termination clauses in which either party may terminate the lease without cause and the notice period is less than 12 months are also deemed short-term leases. The Company recognizes short-term lease costs on a straight-line basis over the lease term. Leases acquired in a business combination are evaluated as of the acquisition date to determine if the terms of the acquired leases are more or less favorable than the market terms of similar agreements on the acquisition date. If the lease terms are favorable as compared to the market, the Company records an asset. If the lease terms are unfavorable as compared to the market, the Company records a liability. The Company acquired $ 3.4 million of operating leases in the acquisition of Regal Bancorp. F- 13 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 Restricted Equity Securities Restricted stock, which represents a required investment in the capital stock of correspondent banks related to available credit facilities, are carried at cost. As of those dates, restricted stock may include investments in the capital stock of the Federal Home Loan Bank of New York, Atlantic Community Bankers Bank (“ACBB”) and Bankers Compliance Group (“BCG”). Federal law requires a member institution of the Federal Home Loan Bank ("FHLB") system to hold stock of its district bank according to a predetermined formula. At June 30, 2024 and 2023, the Bank held $ 1.1 million and $ 726,000 , respectively, in stock of the FHLB of New York. At June 30, 2024, the Company held $ 120,000 in stock of ACBB and BCG combined. The Company held no investments in ACBB or BCG at June 30, 2023. Management evaluates the stock for impairment in accordance with guidance on accounting by certain entities that lend or finance the activities of others. Management’s determination of whether these investments are impaired is based on its assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as: (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted; (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB; and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB. Management believes no impairment charge was necessary related to the FHLB, ACBB or BCG stock as of June 30, 2024 or June 30, 2023 . Bank Owned Life Insurance The Company invests in bank owned life insurance (“BOLI”) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Company on a chosen group of employees. The Company is the owner and beneficiary of the policies. This investment is carried as an asset in the consolidated statement of financial condition at the cash surrender value of the underlying policies. Increases in the cash surrender value of the policies, as well as proceeds, are recorded as income in the consolidated statement of income (loss). Goodwill and Other Intangible Assets The Company acquired goodwill through the acquisition of Regal Bancorp that it tests for impairment at least annually and more frequently as conditions warrant. As of June 30, 2024, goodwill amounted to $ 20.4 million. The Company evaluated and concluded that goodwill was no t impaired as of that date. The Company acquired a core deposit premium intangible through the acquisition of Regal Bancorp that is amortized on an accelerated basis over ten years . At June 30, 2024, the core deposit premium intangible asset had a gross carrying amount of $ 9.1 million and accumulated amortization of $ 1.3 million. Revenue Recognition The Company earns income from various sources, including loans, investment securities, BOLI, deposit accounts, and sales of assets. The revenue is recognized as it is earned and when collectability is reasonably assured. Interest income on loans is accrued on the unpaid principal balance and recorded daily. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment to the related loan yield using the interest method. Other loan fees, including late charges, are recognized as the transactions occur. F- 14 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 Interest income on debt securities, including purchase premiums and discounts, is also accrued using the interest method over the term of the securities. Income from dividends on equity securities are recorded when declared. Noninterest income is accounted for under ASC 606, Revenue from Contracts with Customers , and is discussed in greater detail below. Fees and service charges related to deposit accounts are largely based on contracts with customers that are short-term in nature and where the performance obligations are satisfied as services are rendered. Fees are either fixed at a specific amount or assessed as a percentage of the transaction amount. No judgments or estimates are required by management to determine the amount and timing of the related revenue. Descriptions of the primary revenue contracts included as components of noninterest income are as follows: • Monthly service charges - general service fees for monthly account maintenance. These fees are charged as earned within the monthly statement period that the transactions occurred. • Account fees and charges - activity or transaction-based fees for deposit-related services including, but not limited to, account overdraft fees, wire transfer fees and stop payment fees. Fees are received at the time of transaction execution concurrent with the fulfillment of performance obligations. • ATM debit card fees - include interchange fees from debit cardholder transactions or ATM surcharges for non-customer usage of Somerset Regal Bank ATMs. These fees are recognized as earned at the time of the transaction occurrence. Other income items are transactional in nature and are recorded as they occur. Gains or losses on sales of assets are recorded in accordance with ASC 860, "Transfers and Servicing," and are generally recognized when the asset has been legally transferred to the buyer and the Company has no continuing involvement with the asset. The Company does not generally finance the sale of foreclosed assets. Comprehensive (Loss) Income U.S. GAAP requires comprehensive income (loss) and its components to be reported when a company presents a full set of financial statements. The term comprehensive income (loss) refers to net income (loss) plus other comprehensive income, that is, certain revenues, expenses, gains, and losses that are reported as separate components of equity instead of net income. For the Company, the primary component of other comprehensive income (loss) is the unrealized holding gains or losses on available-for-sale investment securities. The Company has elected to report these effects on the consolidated statements of comprehensive income (loss). Advertising Costs Advertising costs are expensed in the period in which they are incurred and recorded as non-interest expense in the consolidated statement of income (loss). Advertising expense was approximately $ 301,000 and $ 198,000 for years ended June 30, 2024 and 2023, respectively. Income Taxes SR Bancorp, Inc. and its subsidiaries file a consolidated federal income tax return. Income taxes are allocated to SR Bancorp, Inc. and its subsidiaries based on their respective income or loss included in the consolidated income tax return. Separate state income tax returns are filed by SR Bancorp, Inc. and its subsidiaries. Federal and state income taxes have been provided on the basis of reported income. The amounts reflected on SR Bancorp, Inc. and subsidiaries’ tax returns differ from these provisions due principally to temporary differences in the reporting of certain items for financial reporting and income tax reporting purposes. The Company accounts for income taxes using the asset and liability method in accordance with accounting guidance ASC Topic 740, Income Taxes . Under this guidance, deferred income tax expense or benefit is determined F- 15 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 by recognizing deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The realization of deferred tax assets is assessed and a valuation allowance provided, when necessary, for that portion of the asset that is not likely to be realized. Management believes, based upon current facts, that it is more likely than not that there will be sufficient taxable income in future years to realize the deferred tax assets. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements in accordance with accounting guidance which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the Company’s evaluation, no significant income tax uncertainties were identified. Therefore, the Company recognized no adjustment for unrecognized tax benefits at June 30, 2024 or June 30, 2023. The Company’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the consolidated statements of income. No interest and penalties were recorded during year ended June 30, 2024 or 2023. Retirement Benefits The Bank has a funded noncontributory defined benefit pension plan that covered substantially all employees meeting certain eligibility requirements as of April 30, 2023. The cost of the pension plan is based on actuarial computations of current and future benefits for employees. The Bank froze the pension plan with respect to participation and benefit accounts effective as of April 30, 2023. The Bank follows the accounting guidance applicable to a defined benefit pension plan that requires an employer to: (a) recognize in its statement of financial condition an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. The Bank also maintains a 401(k) Plan. Eligible employees who are at least 21 years old become participants in the 401(k) Plan after they have been employed for six consecutive months. Under the 401(k) Plan, a participant may elect to defer, on a pre-tax basis, between 2 % and 100 % of their eligible compensation. In addition to salary deferral contributions, the Bank makes contributions equal to 3 % of the participant’s plan compensation. A participant is immediately 100 % vested in his or her salary deferral contributions and employer contributions. Employee Stock Ownership Plan (the “ESOP”) As part of the conversion and stock offering, the Bank established the Somerset Regal Bank Employee Stock Ownership Plan to provide eligible employees of the Bank the opportunity to own Company stock. The ESOP is a tax-qualified retirement plan for the benefit of Bank employees. The ESOP was funded through the purchase of 760,634 shares through a loan from the Company. The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of stockholders' equity. The Company records compensation expense for the ESOP equal to fair market value of shares when they are committed to be released from the suspense account to participants' accounts under the plan. Accounting Pronouncements Adopted In February 2016, the FASB issued ASC 326 Leases (Topic 842), which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases F- 16 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 with lease terms of more than 12 months. Consistent with current U.S. GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by the lessee will primarily depend on its classification as a finance or operating lease. However, unlike previous U.S. GAAP, which requires only capital leases to be recognized on the balance sheet, the new ASU will require both types of leases to be recognized on the balance sheet. ASC 326 will also require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The new disclosures will include both qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. ASC 326 and all subsequent amendments (collectively, “ASC 842”) required adoption by the Company on July 1, 2022, though early adoption was permitted. The Company adopted ASC 842 during the first quarter of the fiscal year ended June 30, 2023 , at which time the Company maintained only one equipment lease with an initial term greater than 12 months and had determined that the impact on its consolidated financial statements was no t material. Upon completion of the Merger, the Company acquired 10 operating leases for office space. As of June 30, 2024, the Company had not entered into any material leases that have not yet commenced. The Company adopted ASC 326 on July 1, 2023. The transition to the new ASU resulted in a cumulative effect adjustment to the allowance for credit losses of $ 47,000 , an increase in deferred tax assets of $ 13,000 , and a decrease in retained earnings of $ 34,000 as of the adoption date. The impact of the reserve for unfunded liabilities to the consolidated financial statements was not material. The Company did not record an allowance for held-to-maturity securities on July 1, 2023 as the investment portfolio consists almost entirely of debt securities backed by the full faith of the U.S. Government for which credit risk is deemed negligible. The impact of this ASU could change in the future depending on the composition, characteristics, and credit quality of the securities portfolio as well as the economic conditions at future reporting periods The following table below presents the impact of ASC 326 on the consolidated balance sheet: July 1, 2023 As reported under ASC 326 Pre-ASC 326 Impact of ASC 326 (Dollars in thousands) Assets ACL on loans: Other commercial real estate ( 4 ) ( 4 ) — Residential ( 1,066 ) ( 1,039 ) ( 27 ) Consumer ( 93 ) ( 73 ) ( 20 ) Total ACL on loans $ ( 1,163 ) $ ( 1,116 ) $ ( 47 ) Deferred income taxes $ 1,971 $ 1,958 $ 13 Liabilities Liability for credit losses for unfunded commitments $ — $ — $ — Shareholders' equity Retained earnings $ 127,065 $ 127,099 $ ( 34 ) In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses—Troubled Debt Restructurings and Vintage Disclosures . This standard eliminates the recognition and measurement guidance for troubled debt restructurings by creditors and enhances disclosure requirements for certain loan restructurings when a borrower is experiencing financial difficulty. For public business entities, these amendments require that an entity disclose current-period gross charge-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross charge-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. ASU No. 2022-02 was effective for the Company on July 1, 2023. F- 17 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 Recent Accounting Standards Not Yet Adopted ASU No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures. The FASB issued ASU 2023-02 using the Proportional Amortization Method. The amendments in t his update permit exporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. A reporting entity may make an accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis rather than electing to apply the proportional amortization method at the reporting entity level or to individual investments. The amendments in this update also remove certain guidance for Qualified Affordable Housing Project investments and require the application of the delayed equity contribution guidance to all tax equity investments. The amendments in this update will be effective for fiscal years beginning after December 15, 2023 must be applied on either a modified retrospective or a retrospective basis In November 2023, FASB issued ASU 2023-07, "Segment Reporting (Topic 280) : I mprovements to Reportable Segment Disclosures". The amendments in this ASU require improved reportable segment information on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses . This update will be effective for financial stat em ents issued for fiscal years beginning after December 15, 2023, and interim periods for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our consolidated financial s tate ments and is not expected to have a significant impact on our financial statements. In December 2023, FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this ASU require improved annual income tax disclosures surrounding rate reconciliation, income taxes paid, and other disclosures. This update will be effective for financial statements issued for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our consolidated financial statements . Accounting Standards Update 2024-01 "Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards" ("ASU 2024-01 ") clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and therefore within the scope of other guidance. ASU 2024-01 provides an illustrative example with multiple fact patterns and also amends certain language in the "Scope" and "Scope Exceptions" sections of Topic 718 to improve its clarity and operability without changing the guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. ASU 2024-01 is effective January 1 , 2025, including interim periods, and is not expected to have a significant impact on our financial statements. Accounting Standards Update 2024-02 "Codification Improvements" ("ASU 2024-02") amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities . ASU 2024-02 is effective January 1, 2025 and is not expected to have a significant impact on our financial statements. Subsequent Events The Company has evaluated subsequent events for recognition or disclosure through October 15, 2024, the date consolidated financial statements were available to be issued. 2. Business Combination On September 19, 2023 , the Company completed its acquisition of Regal Bancorp, Inc. and its wholly-owned subsidiary Regal Bank, under which Regal Bancorp merged with and into the Company, with the Company as the F- 18 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 resulting entity. Immediately following the Merger, Regal Bank merged with and into Somerset Bank, which had converted to a commercial bank charter, with Somerset Bank as the surviving entity, and was renamed Somerset Regal Bank. In connection with the Merger, each outstanding share of Regal Bancorp common stock converted into the right to receive $ 23.00 in cash. The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of September 19, 2023 based on management’s best estimate using the information available as of the merger date. The application of the acquisition method of accounting resulted in the recognition of goodwill of $ 20.5 million and a core deposit intangible of $ 9.1 million. At June 30, 2024 , the Company finalized its review of the acquired assets and liabilities making modest adjustments to assets and liabilities reducing previously reported goodwill from $ 20.5 million to $ 20.4 million . The following table sets forth assets acquired and liabilities assumed in the acquisition of Regal Bancorp, at their estimated fair values as of the closing date of the transaction: As recorded by Regal Bancorp Fair value adjustments As recorded at acquisition (Dollars in thousands) Consideration paid ( 3,023,369 Regal Bancorp shares at $ 23.00 per share) $ 69,538 Assets Acquired Cash and cash equivalents $ 55,294 $ — $ 55,294 Time deposits in other financial institutions 8,810 8,810 Securities available-for-sale, at fair value 12,487 12,487 Securities held-to-maturity, at amortized cost 2,587 2,587 Federal Home Loan Bank stock and other restricted stock 548 548 Loans receivable, net 335,971 ( 14,371 ) (a) 321,600 Allowance for credit losses ( 4,076 ) 4,076 (b) — Accrued interest receivable 1,214 1,214 Premises and equipment, net 1,570 1,570 Right-of-use asset 3,416 3,416 Goodwill 1,047 ( 1,047 ) (c) — Core deposit intangible 26 9,038 (d)(e) 9,064 Deferred costs 224 ( 224 ) (f) — Bank owned life insurance 7,470 7,470 Net deferred tax asset 1,634 ( 78 ) (g)(i) 1,556 Other assets 2,430 ( 201 ) (i) 2,229 Total assets acquired $ 430,652 $ ( 2,807 ) $ 427,845 Liabilities assumed Deposits $ 373,174 $ ( 1,299 ) (h) $ 371,875 Lease liability 3,444 3,444 Deferred compensation 1,521 1,521 Accrued expenses and other liabilities 2,132 ( 248 ) (i) 1,884 Total liabilities assumed $ 380,271 $ ( 1,547 ) $ 378,724 Net assets acquired $ 49,121 Goodwill recorded at merger $ 20,417 (a) Adjustment for interest rate and credit risk to reduce loans to fair value, to be amortized as an increase to interest income over their remaining term (b) Elimination of Regal Bank allowance for credit losses. (c) Elimination of pre-existing goodwill. F- 19 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 (d) Recording of new intangible asset for the fair value of core deposits, to be amortized on an accelerated basis over the estimated average life of the deposit base. (e) Elimination of pre-existing intangible asset for the fair value of core deposits. (f) Elimination of deferred costs (g) Recording of the deferred income tax effects of fair value adjustments. (h) Adjustment to reduce time deposits to fair value, to be amortized as an increase to interest expense over their remaining term. (i) Final adjustments of income taxes, other assets and other liabilities. During the year ended June 30, 2024, the Company recorded one-time merger-related expenses of $ 3.9 million, consisting of $ 2.6 million for change in control payments, $ 612,000 for investment banking services, $ 414,000 related to the termination of a data processing contract, $ 99,000 for legal-related expenses, $ 42,000 for severance payments, $ 17,000 in other professional services and $ 30,000 in other miscellaneous expenses. In addition, the Company recorded a $ 5.4 million charitable contribution expense for the establishment of the Somerset Regal Charitable Foundation, as well as a $ 4.2 million provision for estimated credit losses in connection with the acquired loan portfolio. The fair value of loans acquired from Regal Bank was estimated using cash flow projections based on the remaining maturity and repricing terms. Cash flows were adjusted by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value using a risk-adjusted market rate for similar loans. There was no carryover of Regal Bank’s allowance for credit losses associated with the loans that were acquired. The core deposit intangible asset recognized is being amortized over its estimated useful life of approximately 10 years utilizing the sum-of-the-years digits method. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Accordingly, the Company recognizes amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair value. Fair value estimates are based on the information available, and are subject to change for up to one year after the closing date of the acquisition as additional information relative to the closing date fair values becomes available. The fair value of retail demand and interest-bearing deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual future cash flows using market rates offered for time deposits of similar remaining maturities. The fair value of borrowings was based on the FHLB calculation to prepay borrowings with associated penalties. The following table presents unaudited pro forma results as if the Merger occurred on July 1, 2022 and includes the effects of the amortization and accretion of certain estimated purchase accounting adjustments such as intangible assets, as well as fair value adjustments to loans and deposits. The pro forma financial information includes merger-related expenses but does not reflect any cost savings. The table has been prepared for comparative purposes only and is not necessarily indicative of actual results that would have been attained had the Merger occurred at the beginning of the periods presented, nor is it indicative of future results. The table also includes financial information related to the operations of the Company for the remainder of the fiscal year following the Merger. Actual from September 19, 2023 to June 30, 2024 Pro Forma Combined Year ended June 30, 2024 Pro Forma Combined Year ended June 30, 2023 (Dollars in thousands) Net interest income before provision for credit losses $ 26,082 $ 31,707 $ 36,915 Net (loss) income $ ( 10,040 ) $ (11,034 ) $ 7,724 F- 20 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 3. Earnings (Loss) Per Share Basic earnings (loss) per share represent income or loss available to common stockholders divided by the weighted-average number of common shares outstanding. Unallocated ESOP shares are not deemed outstanding for earnings (loss) per share calculations. There were no potentially dilutive common stock equivalents outstanding for the year ended June 30, 2024. Earnings (loss) per share data is not applicable for the year ended June 30, 2023 because the Company had not yet been formed and had no shares outstanding. The following table presents the composition of the weighted average common shares used in the earnings per share calculation: Year Ended June 30, Year Ended June 30, 2024 2023 (Dollars in thousands, except per share data) Net (loss) income applicable to common shares $ ( 10,860 ) $ 1,553 Weighted average number of common shares outstanding 7,403,716 - Less: average unallocated ESOP shares ( 570,086 ) - Weighted average number of common shares outstanding, net 6,833,630 - Basic (loss) per common share $ ( 1.59 ) $ - Diluted (loss) earnings per share $ ( 1.59 ) $ - 4. Securities Available-for-Sale The amortized cost and approximate fair value of securities available-for-sale at June 30, 2024 and June 30, 2023 are as follows: June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Federal National Mortgage Association $ — $ — $ — $ — Government National Mortgage Association — — — — Federal Home Loan Mortgage Corporation — — — — Total securities available-for-sale $ — $ — $ — $ — June 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Dollars in thousands) Federal National Mortgage Association $ 22,981 $ — $ ( 2,575 ) $ 20,406 Federal Home Loan Mortgage Corporation 18,003 — ( 2,333 ) 15,670 Total securities available-for-sale $ 40,984 $ — $ ( 4,908 ) $ 36,076 The amortized cost and fair value of debt securities available-for-sale by contractual maturity at June 30, 2024 are shown in the following table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities are assigned to categories based on contractual maturity except for mortgage-backed securities which are based on the estimated average life of the securities. F- 21 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 June 30, 2024 Amortized Cost Fair Value Due within 1 year $ — $ — Due after 1 but within 5 years — — Due after 5 but within 10 years — — Due after 10 years — — Mortgage-backed securities — — Total securities available-for-sale $ — $ — The unrealized losses as of June 30, 2024 and June 30, 2023, categorized by the length of time of continuous loss position, and the fair value of related available-for-sale are as follows: June 30, 2024 Less than 12 Months More than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Federal National Mortgage Association $ — $ — $ — $ — $ — $ — Government National Mortgage Association — — — — — — Federal Home Loan Mortgage Corporation — — — — — — June 30, 2023 Less than 12 Months More than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in thousands) Federal National Mortgage Association $ — $ — $ 20,406 $ ( 2,575 ) $ 20,406 $ ( 2,575 ) Federal Home Loan Mortgage Corporation — — 15,670 ( 2,333 ) 15,670 ( 2,333 ) Total $ — $ — $ 36,076 $ ( 4,908 ) $ 36,076 $ ( 4,908 ) All mortgage-backed securities are collateralized by residential mortgages. During the year ended June 30, 2024, gross gains of $ 0 and gross losses of $ 4.5 million resulting from sales of securities available-for-sale were realized. During the year ended June 30, 2023 , gross gains of $ 0 and gross losses of $ 119,000 resulting from sales of securities available-for-sale were realized. F- 22 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 5. Securities Held-to-Maturity The amortized cost and approximate fair values of securities held-to-maturity at June 30, 2024 and June 30, 2023 are as follows: June 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Dollars in thousands) Federal National Mortgage Association $ 95,338 $ 1 $ ( 16,822 ) $ 78,517 Federal Home Loan Mortgage Corporation 50,060 78 ( 8,252 ) 41,886 Government National Mortgage Association 273 — ( 3 ) 270 Subordinated Debt 7,750 — ( 1,488 ) 6,262 CMO 2,423 — ( 222 ) 2,201 Foreign Government Bonds 300 — — 300 Annuities 2,181 — — 2,181 Total securities held-to-maturity $ 158,325 $ 79 $ ( 26,787 ) $ 131,617 June 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Dollars in thousands) Federal National Mortgage Association $ 104,612 $ — $ ( 18,459 ) $ 86,153 Federal Home Loan Mortgage Corporation 55,624 101 ( 9,014 ) 46,711 Government National Mortgage Association 332 — ( 9 ) 323 Subordinated Debt 7,750 — ( 1,450 ) 6,300 CMO 2,867 — ( 279 ) 2,588 Total securities held-to-maturity $ 171,185 $ 101 $ ( 29,211 ) $ 142,075 The amortized cost and fair value of securities held-to-maturity by contractual maturity at June 30, 2024 are shown in the following table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities are assigned to categories based on contractual maturity except for mortgage-backed securities and CMOs, which are based on the estimated average life of the securities. June 30, 2024 Amortized Cost Fair Value (Dollars in thousands) Due within 1 year $ 100 $ 100 Due after 1 but within 5 years 200 200 Due after 5 but within 10 years 7,750 6,262 Due after 10 years 2,181 2,181 Mortgage-backed securities 148,094 122,874 Total securities held-to-maturity $ 158,325 $ 131,617 F- 23 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The unrealized losses as of June 30, 2024 and June 30, 2023, categorized by the length of time of continuous loss position and the fair value of related securities held-to-maturity, are as follows: June 30, 2024 Less than 12 Months More than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in thousands) Federal National Mortgage Association $ — $ — $ 78,160 $ ( 16,822 ) $ 78,160 $ ( 16,822 ) Federal Home Loan Mortgage Corporation — — 41,838 ( 8,252 ) 41,838 ( 8,252 ) Government National Mortgage Association — — 270 ( 3 ) 270 ( 3 ) Subordinated Debt — — 6,262 ( 1,488 ) 6,262 ( 1,488 ) CMO — — 2,201 ( 222 ) 2,201 ( 222 ) Total $ — $ — $ 128,731 $ ( 26,787 ) $ 128,731 $ ( 26,787 ) June 30, 2023 Less than 12 Months More than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (Dollars in thousands) Federal National Mortgage Association $ 1,480 $ ( 7 ) $ 84,673 $ ( 18,452 ) $ 86,153 $ ( 18,459 ) Federal Home Loan Mortgage Corporation 21,016 ( 3,917 ) 24,885 ( 5,097 ) 45,901 ( 9,014 ) Government National Mortgage Association 322 ( 9 ) — — 322 ( 9 ) Subordinated Debt — — 6,300 ( 1,450 ) 6,300 ( 1,450 ) CMO — — 2,588 ( 279 ) 2,588 ( 279 ) Total $ 22,818 $ ( 3,933 ) $ 118,446 $ ( 25,278 ) $ 141,264 $ ( 29,211 ) At June 30, 2024 and June 30, 2023, the Bank had $ 25,000 and $ 24,000 , respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities for the years ended June 30, 2024 and June 30, 2023: June 30, 2024 June 30, 2023 (Dollars in thousands) Net gains recognized on equity securities $ 1 $ 5 Less: Net gains recognized on equity securities sold/acquired — — Net unrealized gains recognized on equity securities $ 1 $ 5 Upon adoption of ASC 326, management no longer evaluates securities for other than temporary impairment. On a quarterly basis, management evaluates whether there is a credit loss associated with any declines in fair value. Management considers the nature of the collateral, default rates, delinquency rates, credit ratings and interest rate changes, among other factors. However, the Company has determined that highly-rated issues of mortgage-backed securities of government-sponsored agencies have a zero expected credit loss. At June 30, 2024 and June 30, 2023, mortgage-backed securities with a carrying value of approximately $ 1.8 million and $ 1,000 , respectively, were pledged as collateral to secure public funds on deposit. At June 30, 2023, mortgage-backed securities with a total carrying value of $ 32,652 were pledged as collateral to secure a $ 20,000 advance under the Federal Reserve's Bank Term Funding Program. F- 24 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 6. Loans Receivable Loans at June 30, 2024 and June 30, 2023 are summarized as follows: June 30, 2024 June 30, 2023 (Dollars in thousands) Owner occupied commercial real estate loans $ 59,968 $ 144 Other commercial real estate loans 75,782 296 Multi-family loans 180,364 10 Commercial and industrial loans 12,522 — Total commercial loans 328,636 450 Residential mortgage loans 394,723 353,624 Consumer and other loans 11,658 7,349 Total loans 735,017 361,423 Allowance for credit losses ( 5,229 ) ( 1,116 ) Deferred loan costs, net 2,071 1,945 Loans receivable, net $ 731,859 $ 362,252 The Company engages primarily in the lending of fixed-rate and adjustable-rate commercial real estate and residential mortgage loans. Lending activities are targeted to individuals within the Company's geographic footprint. Risks associated with lending activities include economic conditions and changes in interest rates, which can adversely impact both the ability of borrowers to repay their loans and the value of the associated collateral. Credit risk exposure in these areas of lending are minimized by the evaluation of the creditworthiness of the borrower, including debt-to-income ratios, credit scores and conservative underwriting standards that emphasize conservative loan-to-value ratios of generally no more than 75 % for commercial loans, 80 % for multifamily loans and 80 % for residential loans. Residential mortgage loans granted in excess of the 80 % loan-to-value ratio criterion are generally insured by private mortgage insurance. The real estate home equity portfolio consists of fixed-rate home equity loans and variable-rate home equity lines of credit. Risks associated with second lien loans secured by residential properties are generally lower than commercial loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. At June 30, 2024, commercial loans represented 44.7 % of total loans receivable, net, while residential mortgage, consumer and other loans represented 55.3 % , nearly all of which was concentrated within our primary market area in New Jersey. The Company holds 82.0 % of its commercial loan portfolio in commercial real estate, consisting of multi-family, mixed use and owner occupied loans, with less than 1 % secured by office buildings. At June 30, 2024 , the Company had one non-accrual commercial loan in the amount of $ 50,000 . F- 25 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The Company adopted ASC 326 on July 1, 2023. All disclosures are presented in accordance with ASC 326 as of June 30, 2024 . The following tables summarize the activity in the allowance for credit losses by loan class for the year ended June 30, 2024. Information in regards to activity in the allowance for credit losses for the year ended June 30, 2023 and the recorded investment in loans receivable by loan class as of June 30, 2023, occurred prior to the adoption of ASC 326: June 30, 2024 Owner Occupied Commercial Real Estate Other Commercial Real Estate Multi- Family Commercial and Industrial Residential Mortgage Consumer and Other Total (Dollars in thousands) Allowance for Credit Losses: Beginning balance $ — $ 4 $ — $ — $ 1,039 $ 73 $ 1,116 Impact of ASC 326 — — — — 27 20 47 Charge-offs — — — — — — — Recoveries — — — — — — — Provisions (credits) 1,331 498 1,998 146 109 ( 16 ) 4,066 Ending balance $ 1,331 $ 502 $ 1,998 $ 146 $ 1,175 $ 77 $ 5,229 Ending balance, Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — Ending balance, Collectively evaluated for impairment $ 1,331 $ 502 $ 1,998 $ 146 $ 1,175 $ 77 $ 5,229 Loans Receivable: Ending balance $ 59,968 $ 75,782 $ 180,364 $ 12,522 $ 394,723 $ 11,658 $ 735,017 Ending balance, Individually evaluated for impairment $ — $ — $ — $ 50 $ — $ — $ 50 Ending balance, Collectively evaluated for impairment $ 59,968 $ 75,782 $ 180,364 $ 12,472 $ 394,723 $ 11,658 $ 734,967 June 30, 2023 Owner Occupied Commercial Real Estate Other Commercial Real Estate Multi- Family Commercial and Industrial Residential Mortgage Consumer and Other Total (Dollars in thousands) Allowance for Credit Losses: Beginning balance $ — $ 5 $ — $ — $ 1,036 $ 75 $ 1,116 Charge-offs — — — — — — — Recoveries — — — — — — — (Credits) provisions — ( 1 ) — — 3 ( 2 ) — Ending balance $ — $ 4 $ — $ — $ 1,039 $ 73 $ 1,116 Ending balance, Individually evaluated for impairment $ — $ — $ — $ — $ — $ — $ — Ending balance, Collectively evaluated for impairment $ — $ 4 $ — $ — $ 1,039 $ 73 $ 1,116 Loans Receivable: Ending balance $ 144 $ 296 $ 10 $ — $ 353,624 $ 7,349 $ 361,423 Ending balance, Individually evaluated for impairment $ — $ — $ — $ — $ 145 $ — $ 145 Ending balance, Collectively evaluated for impairment $ 144 $ 296 $ 10 $ — $ 353,479 $ 7,349 $ 361,278 F- 26 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The following table presents the credit risk profile of loans by class and fiscal year of origination as of June 30, 2024: June 30, 2024 2024 2023 2022 2021 2020 Prior Revolving Total (Dollars in thousands) Owner Occupied Commercial Real Estate Risk Rating Pass $ 7,133 $ 7,403 $ 8,210 $ 5,507 $ 1,977 $ 29,738 $ — $ 59,968 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Loss — — — — — — — — Total Owner Occupied Commercial Real Estate $ 7,133 $ 7,403 $ 8,210 $ 5,507 $ 1,977 $ 29,738 $ — $ 59,968 Other Commercial Real Estate Risk Rating Pass $ 1,379 $ 3,978 $ 3,168 $ 1,745 $ 10,938 $ 54,574 $ — $ 75,782 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Loss — — — — — — — — Total Other Commercial Real Estate $ 1,379 $ 3,978 $ 3,168 $ 1,745 $ 10,938 $ 54,574 $ — $ 75,782 Multi-Family Risk Rating Pass $ 21,100 $ 29,070 $ 25,713 $ 14,135 $ 8,989 $ 81,357 $ — $ 180,364 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Loss — — — — — — — — Total Multi-Family $ 21,100 $ 29,070 $ 25,713 $ 14,135 $ 8,989 $ 81,357 $ — $ 180,364 Commercial and Industrial Risk Rating Pass $ 1,225 $ 4,158 $ 2,722 $ 90 $ 1,470 $ 2,807 $ — $ 12,472 Special mention — — — — — — — — Substandard — — — — — 50 — 50 Doubtful — — — — — — — — Loss — — — — — — — — Total Commercial and Industrial $ 1,225 $ 4,158 $ 2,722 $ 90 $ 1,470 $ 2,857 $ — $ 12,522 Residential Mortgage Risk Rating Pass $ 69,868 $ 54,675 $ 76,714 $ 74,771 $ 30,347 $ 88,348 $ — $ 394,723 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Loss — — — — — — — — Total Residential Mortgage $ 69,868 $ 54,675 $ 76,714 $ 74,771 $ 30,347 $ 88,348 $ — $ 394,723 Consumer and Other Risk Rating Pass $ 1,327 $ 940 $ 810 $ 869 $ 310 $ 1,989 $ 5,413 $ 11,658 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Loss — — — — — — — — Total Consumer and Other $ 1,327 $ 940 $ 810 $ 869 $ 310 $ 1,989 $ 5,413 $ 11,658 Total Loans Pass $ 102,032 $ 100,224 $ 117,337 $ 97,117 $ 54,031 $ 258,813 $ 5,413 $ 734,967 Special mention — — — — — — — — Substandard — — — — — 50 — 50 Doubtful — — — — — — — — Loss — — — — — — — — Total Loans $ 102,032 $ 100,224 $ 117,337 $ 97,117 $ 54,031 $ 258,863 $ 5,413 $ 735,017 Gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — F- 27 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The following table presents the recorded investment in loans receivable by major category and credit quality indicators at June 30, 2023, prior to the adoption of ASC 326: June 30, 2023 Pass Special Mention Substandard Doubtful Total (Dollars in thousands) Owner occupied commercial real estate $ 144 $ — $ — $ — $ 144 Other commercial real estate 296 — — — 296 Multi-family 10 — — — 10 Commercial and industrial — — — — — Residential mortgage 353,479 — 145 — 353,624 Consumer and Other 7,349 — — — 7,349 Total $ 361,278 $ — $ 145 $ — $ 361,423 The following table presents the amortized cost basis of non-accrual loans and loans 90 days or more past due and still accruing, by loan portfolio class with related allowance, as of June 30, 2024: June 30, 2024 Non-Accrual Loans With a Related Allowance Without a Related Allowance Total (Dollars in thousands) Commercial and Industrial $ — $ 50 $ 50 F- 28 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The following tables provide a breakdown of impaired loans by loan portfolio class and related allowance as of June 30, 2023 prior to the adoption of ASC 326: June 30, 2023 Unpaid Principal Balance Recorded Investment Related Allowance Average Recorded Investment Interest Income Recognized (Dollars in thousands) With no related allowance recorded: Owner occupied commercial real estate $ — $ — $ — $ — $ — Other commercial real estate — — — — — Multi-family — — — — — Commercial and industrial — — — — — Residential Mortgage 145 145 — 114 — Consumer and Other — — — — — Total 145 145 — 114 — With an allowance recorded: Owner occupied commercial real estate $ — $ — $ — $ — $ — Other commercial real estate — — — — — Multi-family — — — — — Commercial and industrial — — — — — Residential mortgage — — — — — Consumer and Other — — — — — Total — — — — — Total: Owner occupied commercial real estate $ — $ — $ — $ — $ — Other commercial real estate — — — — — Multi-family — — — — — Commercial and industrial — — — — — Residential mortgage 145 145 — 114 — Consumer and Other — — — — — Total $ 145 $ 145 $ — $ 114 $ — The following table presents the amortized cost of collateral-dependent non-accrual loans by portfolio segment and type of collateral as of June 30, 2024: June 30, 2024 Type of Collateral Residential Real Estate Commercial Real Estate Business Assets Total (Dollars in thousands) Loans: Owner occupied commercial real estate $ — $ — $ — $ — Other commercial real estate — — — — Multi-family — — — — Commercial and industrial — 50 — 50 Residential Mortgage — — — — Consumer and Other — — — — Total collateral dependent loans $ — $ 50 $ — $ 50 F- 29 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The following tables present the classes of loans summarized by the past due status as of June 30, 2024 and June 30, 2023: June 30, 2024 30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due and Still Accruing Past Due Non- Accrual Total Past Due Total Current Total Owner occupied commercial real estate $ — $ — $ — $ — $ — $ 59,968 $ 59,968 Other commercial real estate — — — — — 75,782 75,782 Multi-family — — — — — 180,364 180,364 Commercial and industrial — — — 50 50 12,472 12,522 Residential mortgage 572 — — — 572 394,151 394,723 Consumer and Other 40 — — — 40 11,618 11,658 Total $ 612 $ — $ — $ 50 $ 662 $ 734,355 $ 735,017 June 30, 2023 30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due and Still Accruing Past Due Non- Accrual Total Past Due Total Current Total (Dollars in thousands) Owner occupied commercial real estate $ — $ — $ — $ — $ — $ 144 $ 144 Other commercial real estate — — — — — 296 296 Multi-family — — — — — 10 10 Commercial and industrial — — — — — — — Residential mortgage 383 — 55 145 583 353,041 353,624 Consumer and Other — — — — — 7,349 7,349 Total $ 383 $ — $ 55 $ 145 $ 583 $ 360,840 $ 361,423 As of June 30, 2024 , the Bank had made no loan modifications to creditors experiencing financial difficulty nor had it made any troubled debt restructurings as of June 30, 2023 . 7. Premises and Equipment, net Premises and equipment at June 30, 2024 and June 30, 2023 are summarized as follows: June 30, 2024 June 30, 2023 (Dollars in thousands) Land $ 926 $ 926 Buildings and leasehold improvements 9,181 7,796 Furniture, fixtures and equipment 5,882 4,608 15,989 13,330 Accumulated depreciation ( 10,570 ) ( 9,784 ) Total premises and equipment, net $ 5,419 $ 3,546 Depreciation expense amounted to $ 799,000 and $ 413,000 for the years ended June 30, 2024 and June 30, 2023 , respectively. F- 30 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 8. Leases The Company accounts for its leases in accordance with ASC Topic 842. The Company's right-of-use asset and operating lease liability are recognized at lease commencement based on the present value of the remaining lease payment obligations using discount rates that represent the Company’s incremental borrowing rate as of the lease commencement dates. The Company leases only office space and equipment under operating leases, with original lease terms ranging from five to ten years . The Company elected not to include short-term leases with initial terms of twelve months or less on the Consolidated Statements of Financial Condition. The operating lease agreements recognized on the Consolidated Statements of Financial Condition as a right-of-use asset and a corresponding lease liability, as well as other information related to the Company's operating leases, are summarized in the table below. Year Ended June 30, 2024 2023 (Dollars in thousands) Right-of-use asset $ 2,311 $ 19 Lease liability $ 2,403 $ 19 Weighted-average remaining lease term, in years 3.57 2.83 Weighted-average discount rate 1.70 % 3.33 % Future undiscounted minimum lease payments for operating leases with initial terms of one year or more as of June 30, 2024 are as follows: June 30, 2024 (Dollars in thousands) June 30, 2025 $ 791 June 30, 2026 628 June 30, 2027 417 June 30, 2028 343 June 30, 2029 249 Thereafter 58 Total future minimum lease payments 2,486 Less: imputed interest ( 83 ) Total $ 2,403 Future undiscounted minimum lease payments for operating leases with initial terms of one year or more as of June 30, 2024 are as follows: Year Ended June 30, 2024 2023 (Dollars in thousands) Operating lease cost $ 834 $ 7 Cash paid for amounts included in measurement of lease liabilities $ 816 $ 7 9. Goodwill and Intangible Assets Goodwill and core deposit intangibles resulted from the Company's acquisition of Regal Bancorp, which was accounted for under FASB ASC 805, Business Combinations . In accordance with ASC 805, the Company recorded $ 20.4 million of goodwill along with $ 9.1 million of core deposit intangibles. The intangible assets are related to core deposits and are being amortized over 10 years, using an accelerated method. F- 31 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The changes in the carrying amount of goodwill and core deposit intangibles are summarized as follows: Goodwill Core Deposit Intangibles (Dollars in thousands) Balance at June 30, 2023 $ — $ — Acquisition of Regal Bancorp 20,417 9,064 Amortization expense — ( 1,340 ) Balance at June 30, 2024 $ 20,417 $ 7,724 As of June 30, 2024, the amortization of the core deposit intangibles in future fiscal years is as follows: Amount (In thousands) 2025 $ 1,433 2026 1,167 2027 951 2028 774 2029 657 Thereafter 2,742 Total $ 7,724 10. Deposits Deposits at June 30, 2024 and June 30, 2023 consisted of the following: June 30, 2024 June 30, 2023 (Dollars in thousands) Demand accounts: Interest-bearing $ 252,880 $ 137,496 Noninterest-bearing 108,026 40,687 Total demand accounts 360,906 178,183 Savings and club 173,375 166,253 Certificates of deposit 272,819 159,481 Total $ 807,100 $ 503,917 Certificates of deposit with balances in excess of the FDIC insurance limit of $250,000 at June 30, 2024 and June 30, 2023 amounted to approximately $ 55.2 million and $ 13.4 million, respectively. At June 30, 2024, the scheduled maturities of certificates of deposit are as follows: (Dollars in thousands) 2024 $ 111,418 2025 149,636 2026 6,073 2027 3,279 2028 1,995 2029 418 Total $ 272,819 F- 32 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 11. Borrowing s At June 30, 2024 there were no borrowings from the FHLB of New York. At June 30, 2024 and June 30, 2023, the Bank could borrow overnight funds from the FHLB-NY under a redesigned overnight advance program up to the Bank’s maximum borrowing capacity based on the Bank’s ability to collateralize such borrowings. At June 30, 2024, the Bank’s maximum borrowing capacity was $ 100.0 million . At June 30, 2024 and June 30, 2023 , the Bank’s Board of Directors has authorized borrowings of up to $ 25.0 million from the Federal Reserve Bank of New York (“FRB-NY”). All borrowings are secured by pledges of the Bank’s qualifying loan portfolio and are generally on overnight terms with an interest rate quoted at the time of the borrowing. In March 2023, the Federal Reserve established the Bank Term Funding Program (“BTFP”) to make available funding to eligible depository institutions in order to help assure they have the ability to meet the needs of their depositors following the then-recent events in the banking industry. The program allowed for advances for up to one year secured by eligible high-quality securities at par value extended at the one-year overnight index swap rate, plus 10 basis points, as of the day the advance is made. The interest rate was fixed for the term of the advance and there were no prepayment penalties. At June 30, 2023 , the Bank had outstanding borrowings of $ 20.0 million under the BTFP at a borrowing rate of 4.76 % with a maturity date of March 29, 2024 . At June 30, 2024, the Bank had no outstanding borrowings under the BTFP, nor any other outstanding borrowings. F- 33 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 12. Benefit Plans Retirement Plan The Bank has a non-contributory pension plan covering all eligible employees. The plan is a defined benefit plan that provides benefits based on a participant’s years of service and overall annual compensation. The following tables set forth the plan’s funded status and components of net periodic pension: Year Ended June 30, 2024 Year Ended June 30, 2023 (Dollars in thousands) Change in benefit obligation: Obligation, beginning $ 15,003 $ 19,066 Service cost — 331 Interest cost 650 704 Actuarial (gain) loss ( 7 ) ( 2,063 ) Benefit payments ( 1,082 ) ( 965 ) Curtailments — ( 2,070 ) Obligation, ending $ 14,564 $ 15,003 Change in plan assets: Fair value of plan assets, beginning $ 16,139 $ 16,395 Actual gain (loss) on plan assets 1,018 709 Employer contributions — — Benefit payments ( 1,082 ) ( 965 ) Fair value of plan assets, ending $ 16,075 $ 16,139 Funded status, Accumulated benefit obligation $ 14,564 $ 15,003 Projected benefit obligation $ ( 14,564 ) $ ( 15,003 ) Fair value of assets 16,075 16,139 Funded status and prepaid pension cost included in other liabilities $ 1,511 $ 1,136 Assumptions used to determine benefit obligation: Discount rate 5.19 % 4.81 % Rate of increase in compensation n/a n/a F- 34 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The Company's mortality rate assumptions use the projected mortality improvement scale, Mortality Projection-2021 , as published by the Society of Actuaries. The components of the pension and post-retirement net periodic benefit cost for the periods indicated are provided in the table below: Year Ended June 30, 2024 Year Ended June 30, 2023 (Dollars in thousands) Net periodic pension cost included the following: Service cost $ — $ 331 Interest cost 650 704 Expected return on plan assets ( 918 ) ( 864 ) Net amortization 122 574 Net periodic pension cost included in salaries and employee benefits $ ( 146 ) $ 745 Assumptions used to determine net periodic pension cost: Discount rate 5.19 % 4.81 % Rate of increase in compensation n/a n/a Rate of return on plan assets 6.50 % 6.50 % For the years ended June 30, 2024 and 2023, the plan’s assets realized an annual return of approximately - 2 % and - 24 % , respectively. The weighted-average allocation by asset category is as follows: June 30, 2024 June 30, 2023 Cash and equivalents 1 % 1 % Fixed income securities and mutual funds 54 53 Equity securities and mutual funds 45 46 100 % 100 % The fair values of the Bank’s pension plan assets at June 30, 2024 and June 30, 2023, by asset category (see Note 17 for the definitions of levels), are as follows: Assets at Fair Value as of June 30, 2024 Asset Category (Level 1) (Level 2) (Level 3) Fair Value (Dollars in thousands) Cash $ 177 $ — $ — $ 177 Equity securities 460 — — 460 Mutual funds - fixed income 6,800 — — 6,800 Mutual funds - equity 8,638 — — 8,638 Total $ 16,075 $ — $ — $ 16,075 Assets at Fair Value as of June 30, 2023 Asset Category (Level 1) (Level 2) (Level 3) Fair Value (Dollars in thousands) Cash $ 164 $ — $ — $ 164 Equity securities 501 — — 501 Mutual funds - fixed income 6,923 — — 6,923 Mutual funds - equity 8,551 — — 8,551 Total $ 16,139 $ — $ — $ 16,139 F- 35 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The Bank did not contribute to the pension plan during the year ending June 30, 2024. Benefit payments, which reflect expected future service, are expected to be paid as follows: Year ending June 30: (In thousands) 2025 $ 4,516 2026 864 2027 1,026 2028 943 2029 1,028 Thereafter 5,099 $ 13,476 As of June 30, 2024 and June 30, 2023, unrecognized net loss of $ 1.7 million and $ 1.9 million , respectively, was included in accumulated other comprehensive income. ESOP Plan The Company maintains the Somerset Regal Bank Employee Stock Ownership Plan ("ESOP"). Coincident with its conversion on September 19, 2023, the Company loaned the ESOP $ 7.6 million and the ESOP trust purchased 760,634 shares of the Company's common stock at $ 10.00 per share. Shares are allocated to eligible participants on the basis of compensation, subject to federal limits, as the loan from the Company is repaid. Under applicable accounting requirements, the Company records compensation expense for the ESOP equal to the fair market value of shares when they are earned and committed to be released to participants' accounts under the plan. Total compensation expense recognized in connection with the ESOP was $ 515,000 for the year ended June 30, 2024. Shares held by the ESOP were as follows: June 30, 2024 (Dollars in thousands) Allocated to participants 38,032 Committed to be allocated 19,016 Unallocated 703,586 Total ESOP shares 760,634 Fair value of unearned shares $ 6,508 Savings and Investment Plan The Bank has a savings and investment plan, pursuant to Section 401(k) of the Internal Revenue Code, for all eligible employees. Under this plan, employees may make voluntary contributions in an amount equal to not less than 2 % of their eligible compensation during a plan year. In addition, the Bank will make contributions equal to 3 % of the plan year compensation for all eligible employees. The Bank, at its discretion, may make an additional matching contribution to those participants employed at each plan year end. Plan contributions approximated $ 239,000 and $ 124,000 for the years ended June 30, 2024 and June 30, 2023 , respectively. No additional matching contributions were made during the years ended June 30, 2024 and June 30, 2023. F- 36 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 Deferred Compensation The Bank has deferred compensation plans for directors and certain officers that permit the deferral of director fees and officer compensation. Amounts deferred earn interest at rates comparable to rates the Bank pays on deposit accounts. At June 30, 2024 and June 30, 2023, liabilities under the plans totaled approximately $ 2.4 million and $ 993,000 , respectively. Interest expense approximated $ 57,000 and $ 38,000 for the years ended June 30, 2024 and June 30, 2023 , respectively. 13. Income Taxes Prior to the year ended June 30, 2024, the Bank qualified as a Savings Institution under the provisions of the Internal Revenue Code and, therefore, prior to January 1, 1996, was permitted to calculate its bad debt deduction using either the experience method or the specific charge off method. Retained earnings at June 30, 2024 and June 30, 2023 included approximately $ 5.3 million of such bad debt allowance for which federal income taxes have not been provided. After January 1, 1996, the Bank was only permitted to deduct actual charge offs. If such amount is used for purposes other than for bad debt losses, including distributions in liquidation, it will be subject to income tax at the then current rate. The components of income tax expense are as follows for years ended June 30, 2024 and June 30, 2023: Year Ended June 30, 2024 Year Ended June 30, 2023 (Dollars in thousands) Current tax expense (benefit): Federal income $ 269 $ 541 State income 217 75 Total current 486 616 Deferred tax (benefit) expense: Federal income ( 2,433 ) ( 226 ) State income ( 1,127 ) ( 140 ) Total deferred ( 3,560 ) ( 366 ) Change in valuation allowance 2,165 — Total $ ( 909 ) $ 250 The following table presents a reconciliation between the effective income tax expense and the income tax expense which would be computed by applying the federal statutory tax rate of 21 % for the years ended June 30, 2024 and June 30, 2023: Year Ended June 30, 2024 Year Ended June 30, 2023 (Dollars in thousands) Federal income tax (benefit) expense, at the statutory rate $ ( 2,472 ) $ 379 Increases (decreases) in taxes resulting from: New Jersey state tax, net of federal income tax effect ( 233 ) ( 81 ) Bank owned life insurance ( 194 ) ( 137 ) Merger expenses 50 — Other items, net 390 89 Change in valuation allowance 1,550 — Effective income tax (benefit) expense $ ( 909 ) $ 250 F- 37 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 The tax effects of existing temporary differences that give rise to deferred income tax assets and liabilities are as follows: June 30, 2024 June 30, 2023 (Dollars in thousands) Deferred tax assets: ESOP $ 160 $ — Capital loss carryover 586 — Deferred compensation 693 293 Unrecognized pension losses 475 540 Deferred loan fees 13 13 Allowance for credit loss 1,470 314 Unrealized loss on securities available-for-sale — 1,272 Compensation 250 93 Depreciation 432 234 Federal net operating loss 772 — State net operating loss 510 210 Charitable contributions 1,579 26 Uncollected interest 2 1 Fair value adjustments related to acquisition 2,201 — Total deferred tax assets 9,143 2,996 Deferred tax liabilities: Core deposit intangible 2,235 — Prepaid pension 900 859 Deferred loan costs 178 178 Unrealized gain on securities available-for-sale — — Other 79 1 Total deferred tax liabilities 3,392 1,038 Valuation allowance 2,165 — Net deferred income tax asset included in other assets $ 3,586 $ 1,958 A deferred tax asset or liability is recognized for the estimated future tax effects attributable to temporary differences and carryforwards. The measurement of such deferred tax items is reduced by the amount that is more likely than not to be realized based on available evidence. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforwards become deductible. At June 30, 2024 and 2023, there was a valuation allowance of $ 2.2 million and $ 0 , respectively. A corporation may carry forward net operating losses to the succeeding 20 taxable years for New Jersey state tax purposes. As of June 30, 2024, the Bank had total state net operating loss carryforwards of approximately $ 7.2 million that expire beginning in tax year 2044 . Management assesses the available evidence to estimate whether sufficient future taxable income will be generated to realize the existing deferred tax asset. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, a valuation allowance of $ 2.2 million was established for the year ended June 30, 2024 attributable to the Company's 5-year charitable contribution and capital loss carryforwards. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income increased or if objective evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. Net deferred tax assets are included in other assets on the Consolidated Statements of Financial Condition. At June 30, 2023 , the Company had no valuation allowance. F- 38 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 14. Commitments and Contingencies The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statements of financial condition. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. At June 30, 2024, total unfunded loan-related commitments, including lines of credit, amounted to $ 72.1 million, comprised of $ 36.1 million for unused equity lines of credit and $ 36.0 million to originate and purchase loans, expiring within three months . At June 30, 2023, total unfunded loan-related commitments, including lines of credit, amounted to $ 30.5 million , comprised of $ 23.7 million for unused equity lines of credit and $ 6.7 million to originate and purchase loans, expiring within three months . Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management’s credit evaluation of the counterparty. A reserve for unfunded commitments is recognized and included in other liabilities on the consolidated statements of financial condition. Periodic adjustments to either increase or decrease the reserve are recognized in non-interest expense in the consolidated statements of income, however the Company recorded no expense for the years ended June 30, 2024 and June 30, 2023. The balance for unfunded commitments was $ 0 at both June 30, 2024 and 2023. 15. Regulatory Capital The Bank is subject to regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the following table) of total capital, Tier 1 capital (as defined in the regulations) and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. A capital conservation buffer of 2.50 % , comprised of common equity Tier I capital, is also established above the regulatory minimum capital requirements and must be maintained to avoid limitations on capital distributions. In 2021, the Bank adopted the new community bank leverage ratio framework. This framework simplifies the regulatory capital requirements by requiring the Bank to meet only the Tier 1 capital to average assets (leverage) ratio. The Bank must only maintain a leverage ratio greater than the 9 % required minimum to be considered well capitalized under this framework. The Bank can opt out of the new framework and return to the risk-weighting framework at any time. F- 39 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 Market risk, credit risk, operational risk and deposits are some of the factors that can impact the capital adequacy ratio and in turn, adversely affect the performance of the Bank. As of June 30, 2024, management believes that the Bank met all capital adequacy requirements to which it was subject. As of June 30, 2024 , the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum ratios as set forth in the following tables. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s actual capital amounts and ratios are as follows: Actual To be Well Capitalized under Prompt Corrective Action Provisions Amount Ratio Amount Ratio (Dollars in thousands) June 30, 2024: Tier 1 capital (to average total assets) $ 170,364 16.83 % $ 91,122 9.00 % June 30, 2023: Tier 1 capital (to average total assets) $ 127,099 19.61 % $ 58,326 9.00 % 16. Related-Party Transactions In the ordinary course of business, the Bank has engaged, and continues to engage, in banking transactions with its directors, officers and their related parties. At June 30, 2024, the Bank had 330,000 in outstanding loans to directors, officers and their related parties. June 30, 2024 June 30, 2023 (Dollars in thousands) Balance, beginning of year $ 532 $ 495 New loans and advances — 187 Repayments ( 202 ) ( 150 ) Balance, end of year $ 330 $ 532 Deposits from directors, officers and their related parties held by the Bank at June 30, 2024 and June 30, 2023 amounted to $ 5.4 million and $ 829,000 , respectively. The Company leases three branch facilities under agreements with companies directly or indirectly affiliated with a director, as a result of the Merger. Lease expense recognized in connection with these leases since the Merger amounted to $ 272,000 for the year ended June 30, 2024. 17. Fair Value Measurements and Disclosures The Bank uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Bank’s securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Bank may be required to record at fair value other assets or liabilities on a non-recurring basis. These non-recurring fair value adjustments involve the application of lower-of-cost-or-market accounting or write-downs of individual assets. F- 40 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 FASB ASC 820, Fair Value Measurements and Disclosures , defines fair value as an exit price representing the amount that would be received to sell an asset or settle a liability in an orderly transaction between market participants. A three-level hierarchy has been established for fair value measurements based upon the inputs to the valuation of an asset or liability. Level 1 - Valuation is based on quoted prices in active markets for identical assets or liabilities; Level 2 - Valuation is determined from quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; Level 3 - Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company’s own estimates about the assumptions that a market participant would use to value the asset or liability. The Banks’ available-for-sale portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income or loss. The securities available-for-sale portfolio consists of U.S. government-sponsored enterprise and mortgage-backed securities. The fair values of these securities were obtained from an independent nationally recognized pricing service. The independent pricing service provided prices categorized as Level 2, as quoted prices in active markets for identical assets are generally not available for the securities. For financial assets measured at fair value on a recurring basis as of June 30, 2024 and June 30, 2023, the fair value measurements by level within the fair value hierarchy used are as follows: June 30, 2024 Description (Level 1) (Level 2) (Level 3) Total (Dollars in thousands) Securities available-for-sale: Federal National Mortgage Association $ — $ — $ — $ — Government National Mortgage Association — $ — — — Federal Home Loan Mortgage Corporation — — — — Equity securities 25 — — 25 Total $ 25 $ — $ — $ 25 June 30, 2023 Description (Level 1) (Level 2) (Level 3) Total (Dollars in thousands) Securities available-for-sale: Federal National Mortgage Association $ — $ 20,406 $ — $ 20,406 Federal Home Loan Mortgage Corporation — 15,670 — 15,670 Equity securities 24 — — 24 Total $ 24 $ 36,076 $ — $ 36,100 The classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Other securities are measured at fair value using quoted market prices in an active market for identical assets and are classified as Level 1 in the hierarchy. The estimated fair values of equity securities are determined by obtaining quoted prices on nationally recognized exchanges (Level 1 inputs). F- 41 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 All debt securities are measured at fair value using matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices and are classified as Level 2 in the hierarchy. The fair value of deposits with no defined maturities (e.g. demand deposits, interest-bearing demand accounts, money market accounts and savings accounts) is the amount payable on demand of the liabilities at the reporting date (i.e. their carrying amounts). This approach to estimating fair value excludes the significant benefit that results from the low-cost funding provided by such deposit liabilities, as compared to alternative sources of funding. Deposits with stated maturities (time deposits) have been valued using the present value of cash flows discounted at rates approximating the current market for similar deposits. Financial Assets Measured at Fair Value on a Nonrecurring Basis The following tables present those assets and liabilities measured at fair value on a non-recurring basis at June 30, 2024 and June 30, 2023, and additional quantitative information about the valuation techniques and inputs utilized to determine fair value. All such assets and liabilities were measured using Level 3 inputs: June 30, 2024 Fair Value Measurement Quantitative Information Recorded Investment Valuation Allowance Fair Value Valuation Technique Unobservable Inputs Value/Range (Dollars in thousands) Individually evaluated $ 50 $ — $ 50 Appraisal of collateral Selling costs 15 % June 30, 2023 Fair Value Measurement Quantitative Information Recorded Investment Valuation Allowance Fair Value Valuation Technique Unobservable Inputs Value/Range (Dollars in thousands) Impaired loans $ 145 $ — $ 145 Appraisal of collateral Selling costs 15 % Loans which meet certain criteria are evaluated individually for impairment. A loan is impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Bank's impaired loans are generally collateral dependent whose fair value is estimated through current appraisals, and adjusted as necessary by management to reflect current market conditions. Appraisals of collateral securing impaired loans are conducted by approved, qualified, and independent third-party appraisers. Such appraisals are ordered once the loan is deemed impaired, as previously described. Impaired loans are generally classified as Level 3 assets. There were no transfers between levels within the fair value hierarchy during the years ended June 30, 2024 and June 30, 2023. Fair Value on a Nonrecurring Basis The Company discloses fair value information about financial assets, whether or not recognized in the statements of financial condition, for which it is practicable to estimate that value. The fair value of financial assets that are not measured at fair value in the financial statements were based on the exit price notion. The following estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, the estimates below are not necessarily indicative of amounts that could be realized in the marketplace. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts. F- 42 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2024 and June 30, 2023 were as follows: June 30, 2024 Description Total (Level 1) (Level 2) (Level 3) (Dollars in thousands) Financial Assets: Cash and cash equivalents $ 45,909 $ 45,909 $ — $ — Securities held-to-maturity, at amortized cost 158,325 — 131,617 — Restricted equity securities, at cost 1,231 — 1,231 — Loans receivable, net 731,859 — — 696,757 Accrued interest receivable 2,695 — 2,695 — Financial Liabilities: Deposits 807,100 — 704,566 — Borrowings — — — — June 30, 2023 Description Total (Level 1) (Level 2) (Level 3) (Dollars in thousands) Financial Assets: Cash and cash equivalents $ 42,449 $ 42,449 $ — $ — Securities held-to-maturity, at amortized cost 171,185 — 142,075 — Restricted equity securities, at cost 726 — 726 — Loans receivable, net 362,252 — — 314,886 Accrued interest receivable 1,189 — 1,189 — Financial Liabilities: Deposits 503,917 — 429,279 — Borrowings 20,000 — 19,883 — 18. Condensed Financial Statements of Parent Company Financial information pertaining to SR Bancorp, Inc. only is as follows: June 30, 2024 (Dollars in thousands) Assets Cash held at Somerset Regal Bank $ 2,787 Loan to Somerset Regal Bank ESOP 7,030 Other assets 411 Due from Somerset Regal Bank 521 Investment in Somerset Regal Bank 188,734 Total assets $ 199,483 Equity Shareholders' equity 199,483 Total liabilities and equity $ 199,483 F- 43 SR Bancorp, Inc. and Subsidiaries Notes to Consolidated Financial Statements — Continued June 30, 2024 and 2023 Year Ended June 30, 2024 (Dollars in thousands) Income and Expense Interest income on ESOP loan 481 Contribution expense ( 5,433 ) Income before income tax expense and equity in undistributed net loss of Somerset Regal Bank ( 4,952 ) Income tax expense — Income before undistributed net loss of Somerset Regal Bank ( 4,952 ) Equity in undistributed net loss of Somerset Regal Bank ( 5,908 ) Net Loss $ ( 10,860 ) Year Ended June 30, 2024 (Dollars in thousands) Cash Flows From Operating Activities: Net loss $ ( 10,860 ) Adjustments to reconcile net loss to cash provided by operating activities: Undistributed net loss of Somerset Regal Bank 5,908 Change in other assets ( 299 ) Noncash expense - contribution to Somerset Regal Bank Charitable Foundation 4,528 Net cash used in operating activities ( 723 ) Cash Flows From Investing Activities: Investment in Somerset Regal Bank ( 35,345 ) Dividend from Somerset Regal Bank 35,500 ESOP loan ( 7,606 ) Principal payment received on ESOP loan 576 Cash paid for acquisition ( 69,538 ) Net cash used in investing activities ( 76,413 ) Cash Flows From Financing Activities: Cash proceeds from issuance of common stock 79,452 Change in due from Somerset Regal Bank 471 Net cash provided from financing activities 79,923 Net increase in cash and cash equivalents 2,787 Cash and cash equivalents, beginning of period — Cash and cash equivalents, end of period $ 2,787 F- 44