Item 9A. Controls and Procedures
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 operating effectively.
51
Table of Contents
(b)
Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management, including our Principal Executive Officer and Principal Financial Officer, concluded that our internal control over financial reporting was operating effectively as of June 30, 2026 based on the criteria of the “Internal Control — Integrated Framework (2013).” As of June 30, 2025, our management identified a material weakness in internal controls related to the untimely recognition of income from life insurance contracts resulting from the death of a former employee. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis. The identified material weakness resulted in a material misstatement in the Company’s consolidated financial statements for the year ended June 30, 2025. Management has since remediated that deficiency as described below.
(c)
Remediation Activities
Management has designed and implemented a new reconciliation control to address the material weakness identified as of June 30, 2025. The material weakness resulted from differences between the contract balances reported by our bank-owned life insurance (“BOLI”) administrator and the balances reported by the underlying insurance carriers. The new control requires management, at least annually and as of any reporting period immediately following the death of an individual insured under an active BOLI policy, to obtain policy balances directly from the applicable insurance carriers and reconcile those balances to the records provided by our BOLI administrator. Management tested the design and operating effectiveness of this control and, based on the results of such testing, concluded that the control was operating effectively as of June 30, 2026. Accordingly, management concluded that the material weakness identified as of June 30, 2025 had been remediated as of June 30, 2026.
(d)
Attestation Report of the Registered Public Accounting Firm.
Not applicable because the Company is an emerging growth company.
(e)
Changes in internal controls.
Other than the changes described above, there were no changes in our internal control over financial reporting that occurred during the fiscal year 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. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
52
Table of Contents
PART 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 — Section 16 (a) Beneficial Ownership Reporting Compliance,” “Proposal 1 — Election of Directors,” “Corporate Governance — Code of Ethics for Senior Officers,” “Corporate Governance — Insider Trading Policy” and “Corporate Governance — Committees of the Board of Directors — Audit Committee” in the Company’s definitive Proxy Statement for the 2026 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
The following table sets forth information regarding outstanding options and shares under the 2024 Equity Incentive Plan at June 30, 2026:
Number of
Number of
Securities
Securities to be
Weighted-
Remaining for
Issued Upon
Average
Future Issuance
Exercise of
Exercise Price
under Equity
Outstanding
of Outstanding
Compensation
Plan Category
Options
Options
Plans
Equity Compensation Plans Approved by Security Holders
795,628
$
12.35
183,959
Equity Compensation Plans Not Approved by Security Holders
—
—
—
Total
795,628
$
12.35
183,959
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 2 — Ratification of the Appointment of Independent Registered Public Accountants” in the Proxy Statement and is incorporated herein by reference.
53
Table of Contents
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, 2026 and 2025
F-3
Consolidated Statements of Income for the Years Ended June 30, 2026 and 2025
F-4
Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2026 and 2025
F-5
Consolidated Statements of Changes in Equity for the Years Ended June 30, 2026 and 2025
F-6
Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025
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, 2026 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 2026 Annual Report.
(b)
Exhibits
Item 16. Form 10-K Summary
None.
54
Table of Contents
Exhibit Index
Exhibit
Number
Description
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)
4.1
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)
4.2
Description of Registrant's Securities (Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-41808) filed on October 16, 2024)
10.1#
Amended and Restated Employment Agreement, dated April 22, 2026, by and between Somerset Regal Bank and William P. Taylor (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-41808) as filed on April 24, 2026)
10.2#
Amended and Restated Employment Agreement, dated April 22, 2026, by and between Somerset Regal Bank and Christopher J. Pribula (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-41808) as filed on April 24, 2026)
10.3#
Amended and Restated Employment Agreement, dated April 22, 2026, by and between Somerset Regal Bank and David Orbach (Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-41808) as filed on April 24, 2026)
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#
Employment Agreement, dated April 22, 2026, by and between Somerset Regal Bank and Neil Viotto.
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)
10.8#
SR Bancorp, Inc. 2024 Equity Incentive Plan (Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 17, 2024)
19.0
SR Bancorp, Inc. Policy Regarding Insider Trading (Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-41808) filed on October 16, 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*
32.0
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.*
97.0
SR Bancorp, Inc. Clawback Policy (Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-41808) as filed on September 29, 2025)
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)
# Indicates a management contract or compensatory plan or arrangement.
* Filed herewith.
55
Table of Contents
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: September 25, 2026
By:
/s/ Christopher J. Pribula
Christopher J. Pribula
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/ Christopher J. Pribula
Director and Chief Executive Officer
(Principal Executive Officer)
September 25, 2026
Christopher J. Pribula
/s/ Harris M. Faqueri
Chief Financial Officer
(Principal Financial and Accounting Officer)
September 25, 2026
Harris M. Faqueri
/s/ David M. Orbach
Executive Chairman
September 25, 2026
David M. Orbach
/s/ William P. Taylor
Executive Vice Chairman
September 25, 2026
William P. Taylor
/s/ Douglas M. Sonier
Director
September 25, 2026
Douglas M. Sonier
/s/ John W. Mooney
Director
September 25, 2026
John W. Mooney
/s/ Mary E. Davey
Director
September 25, 2026
Mary E. Davey
/s/ Thomas Lupo
Director
September 25, 2026
Thomas Lupo
/s/ Marc Lebovitz
Director
September 25, 2026
Marc Lebovitz
/s/ Robert Mustard
Director
September 25, 2026
Robert Mustard
56
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Statements of Financial Condition as of June 30, 2026 and 2025
F-3
Consolidated Statements of Income for the Years Ended June 30, 2026 and 2025
F-4
Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2026 and 2025
F-5
Consolidated Statements of Changes in Equity for the Years Ended June 30, 2026 and 2025
F-6
Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025
F-7
Notes to Consolidated Financial Statements.
F-8
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the 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, 2026 and June 30, 2025, the related consolidated statements of income, comprehensive income, 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, 2026 and June 30, 2025, 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. 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.
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.
/s/ Baker Tilly US, LLP
Iselin, New Jersey
September 25, 2026
F-2
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
June 30, 2026 and June 30, 2025
(In thousands)
June 30, 2026
June 30, 2025
Assets
Cash and due from banks
$ 3,838
$ 3,945
Interest-bearing deposits at other banks
67,623
53,834
Total cash and cash equivalents
71,461
57,779
Securities held-to-maturity, at amortized cost
131,154
141,845
Equity securities, at fair value
27
37
Loans receivable, net of allowance for credit losses of $ 5,938 and $ 5,362 , respectively
901,191
797,166
Premises and equipment, net
4,815
4,942
Right-of-use asset
2,747
3,156
Restricted equity securities, at cost
4,235
2,608
Accrued interest receivable
3,477
3,072
Bank owned life insurance
38,389
36,607
Goodwill and intangible assets
25,540
26,708
Other assets
9,139
12,527
Total assets
$ 1,192,175
$ 1,086,447
Liabilities and Equity
Liabilities
Deposits:
Noninterest-bearing
$ 128,155
$ 114,107
Interest-bearing
798,266
731,915
Total deposits
926,421
846,022
Borrowings
65,000
30,000
Advance payments by borrowers for taxes and insurance
9,639
8,736
Accrued interest payable
216
223
Lease liability
2,785
3,211
Other liabilities
6,319
4,475
Total liabilities
1,010,380
892,667
Equity
Preferred stock, $ 0.01 par value, 5,000,000 shares authorized, none issued
—
—
Common stock, $ 0.01 par value, 50,000,000 authorized; 7,934,356 and 8,875,170 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively
79
89
Additional paid-in capital
66,465
80,843
Retained earnings
122,257
120,505
Unearned compensation ESOP
( 6,275
)
( 6,655
)
Accumulated other comprehensive loss
( 731
)
( 1,002
)
Total stockholders' equity
181,795
193,780
Total liabilities and stockholders' equity
$ 1,192,175
$ 1,086,447
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income
For the Years Ended June 30, 2026 and 2025
(In thousands)
Year Ended June 30,
2026
2025
Interest Income
Loans, including fees
45,406
41,685
Securities, taxable
2,390
2,436
Interest bearing deposits at other banks
1,784
2,194
Total interest income
49,580
46,315
Interest Expense
Deposits:
Demand
7,050
4,963
Savings and time
9,586
10,593
Borrowings
1,712
1,178
Total interest expense
18,348
16,734
Net Interest Income
31,232
29,581
Provision for Credit Losses
575
133
Net Interest Income After Provision For Credit Losses
30,657
29,448
Noninterest Income
Service charges and fees
906
894
Increase in cash surrender value of bank owned life insurance
1,063
1,043
Fees and service charges on loans
123
145
Unrealized (loss) gain on equity securities
( 10
)
13
Realized gain on sale of loans
33
51
Gains from life insurance proceeds
—
1,492
Other
101
96
Total noninterest income
2,216
3,734
Noninterest Expense
Salaries and employee benefits
15,705
13,916
Occupancy
2,199
2,219
Furniture and equipment
1,326
1,218
Data processing
2,129
2,191
Advertising
488
385
FDIC premiums
440
480
Directors fees
403
366
Professional fees
1,694
1,854
Insurance
492
589
Telephone, postage and supplies
689
755
Other
2,908
3,082
Total noninterest expense
28,473
27,055
Income Before Income Tax Expense
4,400
6,127
Income Tax Expense
1,047
991
Net Income
$
3,353
$
5,136
Basic earnings per share
$
0.45
$
0.61
Diluted earnings per share
$
0.44
$
0.61
Weighted average number of common shares outstanding - basic
7,492,364
8,431,942
Weighted average number of common shares outstanding - diluted
7,636,439
8,444,355
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended June 30, 2026 and 2025
(In thousands)
Year Ended June 30,
2026
2025
Net Income
$ 3,353
$ 5,136
Other Comprehensive Income
Change in defined pension plan for unrealized actuarial gains net of income tax (expense) of $( 106 ), and $( 83 ), respectively (a)
271
215
Total other comprehensive income
271
215
Total comprehensive income
$ 3,624
$ 5,351
(a)
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 12.
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended June 30, 2026 and 2025
(In thousands, except share data)
Accumulated
Common
Common
Additional
Unearned
Other
Stock
Stock
Paid in
Retained
ESOP
Comprehensive
Shares
Amount
Capital
Earnings
Compensation
Loss
Total
Balance, June 30, 2025
8,875,170
$ 89
$ 80,843
$ 120,505
$ ( 6,655
)
$ ( 1,002
)
$ 193,780
Net income
—
—
—
3,353
—
—
3,353
Other comprehensive income, net of tax
—
—
—
—
—
271
271
Repurchase of common shares
( 978,778
)
( 10
)
( 16,272
)
—
—
—
( 16,282
)
Cash dividends declared on common stock, $ 0.21 per share
—
—
—
( 1,601
)
—
—
( 1,601
)
ESOP shares earned, 38,032 shares
—
—
240
—
380
—
620
Stock-based compensation
—
—
1,519
—
—
—
1,519
Restricted stock awards issued
23,522
—
—
—
—
—
—
Exercise of stock options, net
20,446
—
237
—
—
—
237
Shares withheld for taxes on share-based awards
( 6,004
)
—
( 102
)
—
—
—
( 102
)
Balance, June 30, 2026
7,934,356
$ 79
$ 66,465
$ 122,257
$ ( 6,275
)
$ ( 731
)
$ 181,795
Balance, June 30, 2024
9,507,930
$ 95
$ 91,436
$ 116,205
$ ( 7,036
)
$ ( 1,217
)
$ 199,483
Net income
—
—
—
5,136
—
—
5,136
Other comprehensive income, net of tax
—
—
—
—
—
215
215
ESOP shares earned, 38,032 shares
—
—
58
—
381
—
439
Repurchase of common shares
( 936,991
)
( 9
)
( 11,315
)
—
—
—
( 11,324
)
Cash dividends declared on common stock, $ 0.10 per share
—
—
—
( 836
)
—
—
( 836
)
Restricted stock awards issued
304,231
3
( 3
)
—
—
—
—
Stock-based compensation
—
—
667
—
—
—
667
Balance, June 30, 2025
8,875,170
$ 89
$ 80,843
$ 120,505
$ ( 6,655
)
$ ( 1,002
)
$ 193,780
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended June 30, 2026 and 2025
(In thousands)
Year Ended June 30,
2026
2025
Cash Flows from Operating Activities
Net income
$ 3,353
$ 5,136
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
575
133
Depreciation
947
910
Deferred income taxes
153
( 298
)
Accretion of acquisition fair value adjustments, net
( 1,917
)
( 4,257
)
Amortization of core deposit intangible asset
1,168
1,433
Net amortization of premiums and discounts on securities
155
731
Net amortization of deferred loan fees, costs and discounts
320
269
Income from cash surrender value of bank owned life insurance
( 1,063
)
( 1,043
)
Stock-based compensation expense
2,139
1,106
Unrealized loss (gain) on equity securities
10
( 13
)
Gain on sale of loans held for sale
( 33
)
( 51
)
Proceeds from sales of loans held for sale
4,228
575
Originations of loans held for sale
( 4,195
)
( 524
)
(Increase) decrease in:
Accrued interest receivable
( 406
)
( 555
)
Other assets
3,425
274
Increase in other liabilities
1,844
839
Net cash provided by operating activities
10,703
4,665
Cash Flows from Investing Activities
Proceeds from maturities, calls and principal repayments of securities held-to-maturity
16,537
14,001
Proceeds from sale of securities available-for-sale
—
—
Purchase of securities held-to-maturity
( 6,000
)
—
Net increase in loans receivable
( 102,952
)
( 61,324
)
Purchases of bank owned life insurance
( 720
)
Purchases of premises and equipment
( 820
)
( 433
)
Proceeds from sale of premises and equipment
—
—
Purchase of restricted equity securities
( 1,627
)
( 2,727
)
Net cash used by investing activities
( 95,582
)
( 50,483
)
Cash Flows from Financing Activities
Net increase in interest bearing deposits
66,300
32,712
Net increase in non-interest bearing deposits
14,048
6,081
Net increase in advance payments by borrowers for taxes and insurance
903
663
Net increase in short-term borrowings
35,000
30,000
Dividends Paid
( 1,689
)
( 444
)
Cash proceeds from issuance of common stock
—
—
Repurchase of common stock
( 16,023
)
( 11,324
)
Cash paid for excise taxes on repurchased shares
( 113
)
—
Exercise of stock options
237
—
Receipts from equity plan participants for withholding taxes on share-based awards
191
—
Cash paid for withholding taxes on share-based awards
( 293
)
—
Net cash provided by financing activities
98,561
57,688
Net increase in cash and cash equivalents
13,682
11,870
Cash and Cash Equivalents, Beginning of Period
57,779
45,909
Cash and Cash Equivalents, End of Period
$ 71,461
$ 57,779
Supplementary Cash Flow Information
Cash paid during the period for:
Interest paid
$ 19,557
$ 15,474
Income taxes paid
100
—
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
June 30, 2026 and 2025
1.
Summary of Significant Accounting Policies
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 federal and state laws and regulations. As a locally managed community bank, the Bank provides retail and commercial banking services to individuals, businesses and local municipalities through its 14 full-service branch locations.
Somerset Savings Bank converted from the mutual to stock form of organization and SR Bancorp, Inc. (the "Company") completed its stock offering 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. 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”). 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”).
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 years ended June 30, 2026 and 2025 is for the Company and the Bank, unless indicated otherwise. 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; 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 operates exclusively as a community banker within the "Community Banking" financial services industry. 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.
The Company’s CEO is the chief operating decision maker who uses consolidated net income to assess performance and profitability of our single business segment. Consolidated net income is used to assess performance by comparing results on a monthly basis, including variances to budget and prior period results. Consideration is given to performance of components of the business, such as branches and geographic regions, which are then aggregated. This information is used to achieve strategic initiatives by allowing the chief operating decision maker to manage resources that drive our business and earnings. Additionally, consolidated net income is used to benchmark the Company against its banking peers.
Concentrations of Credit Risk
The Company's lending activity is concentrated in loans secured by real estate located primarily in 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.
Note 3 discusses 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.
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Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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 stockholders' 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.
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 Accounting Standards Topic 326: Financial Instruments – Credit Losses (“ASC 326” ), the Company conducts periodic reviews of its investment portfolio to determine the appropriate level of its allowance for credit losses (“ACL”). 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.
The Company's held-to-maturity ("HTM") portfolio consists principally of highly-rated GSE residential mortgage-backed securities. The Company segments its HTM securities 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, 2026 and 2025 , 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, 2026 or 2025 .
The Company owned no available-for-sale ("AFS") securities at June 30, 2026 or 2025.
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SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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.
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 over 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 ACL is a significant accounting estimate used in the preparation of the Company's consolidated financial statements. The Company recognizes lifetime expected credit losses on loans and other financial instruments immediately when a financial asset is originated or purchased is accordance with ASC 326. 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 amount 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.
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SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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 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, 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 closer attention, are designated as special mention. As of June 30, 2026 , we had no assets designated as loss, doubtful, substandard or special mention.
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.
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SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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.
The Company made the following elections under ASC 326 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 status. The Company's policy is to write-off accrued interest when a loan is placed on non-accrual status. 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 ACL 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 not to 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.
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SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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 ("FHLB") of New York, Atlantic Community Bankers Bank (“ACBB”) and Bankers Compliance Group (“BCG”).
Federal law requires a member institution of the FHLB system to hold stock of its district bank according to a predetermined formula. At June 30, 2026 and 2025 , the Bank held $ 4.1 million and $ 2.5 million, respectively, in stock of the FHLB of New York. At June 30, 2026 and 2025 , the Company held $ 120,000 in stock of ACBB and BCG combined.
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, 2026 or June 30, 2025 .
Bank Owned Life Insurance
The Company invests in bank owned life insurance as a source of funding for employee benefit expenses. Bank owned life insurance 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.
Goodwill and Other Intangible Assets
The Company accounts for business combinations using the purchase accounting method. Purchase accounting requires that all assets acquired and liabilities assumed be recorded at their estimated fair values as of the acquisition date. Any excess of purchase price over the fair value of the net assets acquired is capitalized as goodwill. Conversely, a gain is recorded if the purchase price is below the fair value of the net assets acquired. The Company recorded goodwill through the merger of Regal Bancorp that it tests for impairment at least annually and more frequently as conditions warrant. As of June 30, 2026 , goodwill amounted to $20.4 million. The Company evaluated and concluded that goodwill was not impaired as of that date.
Goodwill is not amortized to expense, but is evaluated for impairment at least annually. Write-downs of the balance are charged to expense in the period in which goodwill is determined to be impaired. The Company recorded goodwill through the merger of Regal Bancorp that is tested for impairment in the fourth quarter of every year, or more frequently as conditions warrant. As of June 30, 2026, goodwill amounted to $ 20.4 million. The Company engaged an independent third -party appraiser to perform a qualitative assessment of goodwill as of June 30, 2026, which concluded that goodwill was not impaired as of that date.
Intangible assets are amortized over their estimated lives. The Company recorded a core deposit premium intangible through the merger of Regal Bancorp that is amortized on an accelerated basis over ten years. At June 30, 2026, the core deposit premium intangible asset had a gross carrying amount of $ 9.1 million and accumulated amortization of $ 4.0 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.
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SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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:
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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.
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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.
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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 Income (Loss)
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 actuarial gains or losses on the defined pension plan. The Company has elected to report these effects on the consolidated statements of comprehensive income.
Advertising Costs
Advertising costs are expensed in the period in which they are incurred and recorded as non-interest expense in the consolidated statements of income (loss). Advertising expense was approximately $ 488,000 and $ 385,000 for years ended June 30, 2026 and 2025 , 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.
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SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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 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 for the years ended June 30, 2026 or June 30, 2025 .
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, 2026 or 2025 .
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.
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SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
Accounting Pronouncements Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 07, Segment Reporting (Topic 280 ): Improvements 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 statements 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 adopted this standard on July 1, 2024. The adoption of this standard did not have a material impact on the Company’s consolidated 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 annual financial statements issued for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in this ASU require annual disclosure of more detailed tax rate reconciliation categories and income taxes paid by geography and jurisdiction. The Company adopted this standard on July 1, 2025, which did not have a material impact on our financial statements. The Company updated its income tax disclosures in its Form 10‑K for the year ended June 30, 2026, using the prospective method of adoption.
In March 2024, the FASB issued ASU 2024 - 01 Compensation - Stock Compensation (Topic 718 ): Scope Application of Profits Interest and Similar Awards ("ASU 2024 - 01" ). This update provides guidance for profits interest and similar awards. The Company adopted ASU 2024 - 01 on July 1, 2025, which did not have a material impact on its consolidated financial statements.
Accounting Standards Update 2024 - 02, "Codification Improvements" ("ASU 2024 - 02" ), amends the Codification to remove references to various concept 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. The Company adopted ASU 2024 - 02 on July 1, 2025, which did not have a material impact on its consolidated financial statements.
Recent Accounting Standards Not Yet Adopted
Accounting Standards Update 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures ("ASU 2024 - 03" ) requires additional expense disclosures by public entities in the notes to the financial statements. ASU 2024 - 03 outlines the specific costs that are required to be disclosed, which include costs such as: employee compensation, depreciation, intangible asset amortization, selling costs and depreciation. It also requires qualitative descriptions of the amounts remaining in the relevant income statement captions that are not separately disaggregated quantitatively in the notes to the financial statements and the entity's definition of selling expenses. The disclosures are required for each interim and annual reporting period. ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026. In January 2025, the FASB issued Accounting Standards Update 2025 - 01, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Clarifying the Effective Date" ("ASU 2025 - 01" ), clarifying the interim reporting date when an entity must adopt ASU 2024 - 03. According to ASU 2025 - 01, ASU 2024 - 03 is effective for interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on our consolidated financial statements, which is not expected to have a material impact on our financial statements.
In September 2025, FASB issued ASU 2025 - 06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40 ): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025 - 06" ). This update modernizes internal-use software guidance to adapt to the agile basis predominantly used to develop software. ASU 2025 - 06 is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company does not expect the adoption of ASU 2025 - 06 will have a material impact on its consolidated financial statements.
In November 2025, the FASB issued ASU 2025 - 08 Financial Instruments - Credit Losses (Topic 326 ): Purchased Loans (“ASU 2025 - 08” ). This update amends the guidance in ASC 326 on the accounting for certain purchased loans and expands the use of the “gross-up approach” to a broader population of acquired loans, establishing a new category termed “purchased seasoned loans.” Under ASU 2025 - 08, entities must account for acquired loans that meet certain criteria at acquisition by recognizing the loan at its purchase price plus an allowance for expected credit losses. This aligns the accounting for purchased seasoned loans with the treatment of financial assets purchased with more-than-insignificant credit deterioration since origination (“PCD assets”). ASU 2025 - 08 is effective for annual reporting periods beginning after December 15, 2026 on a prospective basis. Early adoption is permitted. The Company does not expect the adoption of ASU 2025 - 08 will have a material impact on its consolidated financial statements.
In December 2025, FASB issued ASU 2025 - 11 Interim Reporting (Topic 270 ): Narrow-Scope Improvements ("ASU 2025 - 11" ). This update improves navigability of the required interim disclosures and clarifies when that guidance is applicable. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company does not expect the adoption of ASU 2025 - 11 will have a material impact on its consolidated financial statements.
In December 2025, FASB issued ASU 2025 - 12 Codification Improvements ("ASU 2025 - 12" ). This update makes changes to the Accounting Standards Codification affecting a wide variety of topics to clarify, correct errors and make minor improvements. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company does not expect the adoption of ASU 2025 - 12 will have a material impact on its consolidated financial statements.
Subsequent Events
The Company has evaluated subsequent events for recognition or disclosure through September 25, 2026 , the date consolidated financial statements were available to be issued.
2.
Earnings (Loss) Per Share
Basic earnings (loss) per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding. Diluted earnings per share have been calculated in a manner similar to that of basic earnings per share except that weighted-average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if all potential dilutive common shares (such as those resulting from the exercise of stock options and unvested restricted stock awards) were issued during the period, computed using the treasury stock method. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations.
F- 16
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
The following table presents the composition of the weighted average common shares used in the earnings per share calculation:
Year Ended June 30,
2026
2025
(Dollars in thousands, except per share amounts)
Net income
$ 3,353
$ 5,136
Weighted average number of common shares outstanding
8,425,873
9,261,575
Less: Average unallocated ESOP shares
( 646,539
)
( 684,570
)
Less: Average unvested restricted stock awards
( 286,970
)
( 145,063
)
Weighted average common shares outstanding used to calculate basic earnings per common share
7,492,364
8,431,942
Add: Dilutive effect of common stock equivalents
144,075
12,413
Weighted average common shares outstanding used to calculate diluted earnings per common share
7,636,439
8,444,355
Basic income (loss) per common share
$ 0.45
$ 0.61
Diluted income (loss) per common share
$ 0.44
$ 0.61
Number of common stock equivalents excluded from the calculation of diluted earnings as they are anti-dilutive
500,924
760,593
3.
Investment Securities
The amortized cost and approximate fair values of securities held-to-maturity at June 30, 2026 and June 30, 2025 are as follows:
June 30, 2026
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In thousands)
Federal National Mortgage Association
$
78,006
$
3
$
( 11,842
)
$
66,167
Federal Home Loan Mortgage Corporation
40,130
—
( 5,477
)
34,653
Government National Mortgage Association
176
2
—
178
Subordinated Debt
11,000
—
( 161
)
10,839
CMO
1,642
—
( 89
)
1,553
Foreign Government Bonds
200
—
—
200
Total
$
131,154
$
5
$
( 17,569
)
$
113,590
June 30, 2025
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In thousands)
Federal National Mortgage Association
$ 86,657
$ 2
$ ( 14,436
)
$ 72,223
Federal Home Loan Mortgage Corporation
45,009
1
( 6,488
)
38,522
Government National Mortgage Association
218
1
—
219
Subordinated Debt
7,750
—
( 609
)
7,141
CMO
2,011
—
( 121
)
1,890
Foreign Government Bonds
200
—
—
200
Total
$ 141,845
$ 4
$ ( 21,654
)
$ 120,195
F- 17
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
The amortized cost and fair value of securities held-to-maturity by contractual maturity at June 30, 2026 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, 2026
Amortized
Fair
Cost
Value
(In thousands)
Due within 1 year
$ —
$ —
Due after 1 but within 5 years
200
200
Due after 5 but within 10 years
11,000
10,839
Due after 10 years
—
—
Mortgage-backed securities
119,954
102,551
Total
$ 131,154
$ 113,590
At June 30, 2026 and June 30, 2025 , the Bank had $ 27,000 and $ 37,000 , 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, 2026 and June 30, 2025 :
June 30,
June 30,
2026
2025
(In thousands)
Net (losses) gains recognized on equity securities
$ ( 10
)
$ 13
Less: Net gains recognized on equity securities sold/acquired
—
—
Net unrealized (losses) gains recognized on equity securities
$ ( 10
)
$ 13
On a quarterly basis, management evaluates whether there is a credit loss associated with any declines in fair value on securities. 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, 2026 and June 30, 2025 , mortgage-backed securities with a carrying value of approximately $ 1.6 million and $ 1.7 million, respectively, were pledged as collateral to secure public funds on deposit.
4.
Loans Receivable
Loans at June 30, 2026 and June 30, 2025 are summarized as follows:
June 30, 2026
June 30, 2025
(In thousands)
Owner occupied commercial real estate loans
$
48,903
$
55,127
Other commercial real estate loans
92,663
72,542
Multi-family loans
252,924
219,934
Commercial and industrial loans
18,797
12,253
Total commercial loans
413,287
359,856
Residential mortgage loans
475,870
427,345
Consumer and other loans
15,331
13,038
Total loans
904,488
800,239
Allowance for credit losses
( 5,938
)
( 5,362
)
Deferred loan costs, net
2,641
2,289
Loans receivable, net
$
901,191
$
797,166
The Company engages primarily in the lending of fixed-rate and adjustable-rate residential mortgage and consumer loans and adjustable-rate commercial loans. Lending activities are primarily targeted to individuals within the Company's geographic footprint. Risks associated with lending activities include economic, political and global 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 contain loan-to-value ratios of generally no more than 75 % for multi-family and commercial 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.
F- 18
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
At June 30, 2026 , commercial loans represented 45.7 % of total loans, while residential mortgage, consumer and other loans represented 54.3 %, nearly all of which was concentrated within our primary market area in New Jersey. The Company holds 95.5 % of its commercial loan portfolio in commercial real estate, consisting of multi-family, mixed use, owner occupied and non-owner occupied loans, with less than 1 % secured by office buildings. At June 30, 2026 , the Company had no non-accrual loans.
The following tables summarize the activity in the allowance for credit losses by loan class for the years ended June 30, 2026 and June 30, 2025 .
June 30, 2026
Owner
Occupied
Other
Commercial
Commercial
Commercial
Multi-
and
Residential
Consumer
Real Estate
Real Estate
Family
Industrial
Mortgage
and Other
Total
(In thousands)
Allowance for Credit Losses:
Beginning balance
$
675
$
179
$
1,830
$
135
$
2,308
$
235
$
5,362
Charge-offs
—
—
—
—
—
—
—
Recoveries
—
—
—
1
—
—
1
Provisions (credits)
( 194
)
7
( 91
)
70
667
116
575
Ending balance
$
481
$
186
$
1,739
$
206
$
2,975
$
351
$
5,938
Ending balance,
Individually evaluated for impairment
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Ending balance,
Collectively evaluated for impairment
$
481
$
186
$
1,739
$
206
$
2,975
$
351
$
5,938
Loans Receivable:
Ending balance
$
48,903
$
92,663
$
252,924
$
18,797
$
475,870
$
15,331
$
904,488
Ending balance,
Individually evaluated for impairment
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Ending balance,
Collectively evaluated for impairment
$
48,903
$
92,663
$
252,924
$
18,797
$
475,870
$
15,331
$
904,488
F- 19
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
June 30, 2025
Owner
Occupied
Other
Commercial
Commercial
Commercial
Multi-
and
Residential
Consumer
Real Estate
Real Estate
Family
Industrial
Mortgage
and Other
Total
(In thousands)
Allowance for Credit Losses:
Beginning balance
$ 1,331
$ 502
$ 1,998
$ 146
$ 1,175
$ 77
$ 5,229
Charge-offs
—
—
—
—
—
—
—
Recoveries
—
—
—
—
—
—
—
Provisions (credits)
( 656
)
( 323
)
( 168
)
( 11
)
1,133
158
133
Ending balance
$ 675
$ 179
$ 1,830
$ 135
$ 2,308
$ 235
$ 5,362
Ending balance,
Individually evaluated for impairment
$ —
$ —
$ —
$ —
$ —
$ —
$ —
Ending balance,
Collectively evaluated for impairment
$ 675
$ 179
$ 1,830
$ 135
$ 2,308
$ 235
$ 5,362
Loans Receivable:
Ending balance
$ 55,127
$ 72,542
$ 219,934
$ 12,253
$ 427,345
$ 13,038
$ 800,239
Ending balance,
Individually evaluated for impairment
$ —
$ —
$ —
$ —
$ —
$ —
$ —
Ending balance,
Collectively evaluated for impairment
$ 55,127
$ 72,542
$ 219,934
$ 12,253
$ 427,345
$ 13,038
$ 800,239
F- 20
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
The following tables present the credit risk profile of loans by class and fiscal year of origination as of June 30, 2026 and June 30, 2025 :
June 30, 2026
2026
2025
2024
2023
2022
Prior
Revolving
Total
(In thousands)
Owner Occupied Commercial Real Estate
Risk Rating
Pass
$ 3,175
$ —
$ 6,884
$ 3,702
$ 7,570
$ 27,572
$ —
$ 48,903
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Owner Occupied Commercial Real Estate
$ 3,175
$ —
$ 6,884
$ 3,702
$ 7,570
$ 27,572
$ —
$ 48,903
Other Commercial Real Estate
Risk Rating
Pass
$ 28,221
$ 5,687
$ 1,339
$ 3,450
$ 886
$ 53,080
$ —
$ 92,663
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Other Commercial Real Estate
$ 28,221
$ 5,687
$ 1,339
$ 3,450
$ 886
$ 53,080
$ —
$ 92,663
Multi-Family
Risk Rating
Pass
$ 46,067
$ 52,730
$ 28,209
$ 25,224
$ 21,870
$ 78,824
$ —
$ 252,924
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Multi-Family
$ 46,067
$ 52,730
$ 28,209
$ 25,224
$ 21,870
$ 78,824
$ —
$ 252,924
Commercial and Industrial
Risk Rating
Pass
$ 8,971
$ 1,360
$ 869
$ 3,042
$ 1,321
$ 3,234
$ —
$ 18,797
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Commercial and Industrial
$ 8,971
$ 1,360
$ 869
$ 3,042
$ 1,321
$ 3,234
$ —
$ 18,797
Residential Mortgage
Risk Rating
Pass
$ 97,723
$ 65,064
$ 49,303
$ 46,960
$ 67,429
$ 149,391
$ —
$ 475,870
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Residential Mortgage
$ 97,723
$ 65,064
$ 49,303
$ 46,960
$ 67,429
$ 149,391
$ —
$ 475,870
Consumer and other
Risk Rating
Pass
$ 1,686
$ 730
$ 669
$ 279
$ 51
$ 404
$ 11,512
$ 15,331
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Consumer and other
$ 1,686
$ 730
$ 669
$ 279
$ 51
$ 404
$ 11,512
$ 15,331
Total Loans
Pass
$ 185,843
$ 125,571
$ 87,273
$ 82,657
$ 99,127
$ 312,505
$ 11,512
$ 904,488
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Loans
$ 185,843
$ 125,571
$ 87,273
$ 82,657
$ 99,127
$ 312,505
$ 11,512
$ 904,488
Gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
F- 21
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
June 30, 2025
2025
2024
2023
2022
2021
Prior
Revolving
Total
(In thousands)
Owner Occupied Commercial Real Estate
Risk Rating
Pass
$ —
$ 7,013
$ 6,761
$ 7,897
$ 5,335
$ 28,121
$ —
$ 55,127
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Owner Occupied Commercial Real Estate
$ —
$ 7,013
$ 6,761
$ 7,897
$ 5,335
$ 28,121
$ —
$ 55,127
Other Commercial Real Estate
Risk Rating
Pass
$ 6,451
$ 1,360
$ 3,523
$ 917
$ 1,695
$ 58,596
$ —
$ 72,542
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Other Commercial Real Estate
$ 6,451
$ 1,360
$ 3,523
$ 917
$ 1,695
$ 58,596
$ —
$ 72,542
Multi-Family
Risk Rating
Pass
$ 49,898
$ 28,582
$ 28,305
$ 22,424
$ 13,092
$ 77,633
$ —
$ 219,934
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Multi-Family
$ 49,898
$ 28,582
$ 28,305
$ 22,424
$ 13,092
$ 77,633
$ —
$ 219,934
Commercial and Industrial
Risk Rating
Pass
$ 1,388
$ 883
$ 4,178
$ 2,404
$ 52
$ 3,348
$ —
$ 12,253
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Commercial and Industrial
$ 1,388
$ 883
$ 4,178
$ 2,404
$ 52
$ 3,348
$ —
$ 12,253
Residential Mortgage
Risk Rating
Pass
$ 73,256
$ 61,827
$ 50,561
$ 72,372
$ 66,725
$ 102,604
$ —
$ 427,345
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Residential Mortgage
$ 73,256
$ 61,827
$ 50,561
$ 72,372
$ 66,725
$ 102,604
$ —
$ 427,345
Consumer and other
Risk Rating
Pass
$ 1,313
$ 1,231
$ 357
$ 730
$ 1,116
$ 1,638
$ 6,653
$ 13,038
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Consumer and other
$ 1,313
$ 1,231
$ 357
$ 730
$ 1,116
$ 1,638
$ 6,653
$ 13,038
Total Loans
Pass
$ 132,306
$ 100,896
$ 93,685
$ 106,744
$ 88,015
$ 271,940
$ 6,653
$ 800,239
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
—
Total Loans
$ 132,306
$ 100,896
$ 93,685
$ 106,744
$ 88,015
$ 271,940
$ 6,653
$ 800,239
Gross charge-offs
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
F- 22
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
The following tables present the recorded investment in loans receivable by major category and credit quality indicators at June 30, 2026 and June 30, 2025 :
June 30, 2026
Special
Pass
Mention
Substandard
Doubtful
Total
(In thousands)
Owner occupied commercial real estate
$ 48,903
$ —
$ —
$ —
$ 48,903
Other commercial real estate
92,663
—
—
—
92,663
Multi-family
252,924
—
—
—
252,924
Commercial and industrial
18,797
—
—
—
18,797
Residential mortgage
475,870
—
—
—
475,870
Consumer and other
15,331
—
—
—
15,331
Total
$ 904,488
$ —
$ —
$ —
$ 904,488
June 30, 2025
Special
Pass
Mention
Substandard
Doubtful
Total
(In thousands)
Owner occupied commercial real estate
$ 55,127
$ —
$ —
$ —
$ 55,127
Other commercial real estate
72,542
—
—
—
72,542
Multi-family
219,934
—
—
—
219,934
Commercial and industrial
12,253
—
—
—
12,253
Residential mortgage
427,345
—
—
—
427,345
Consumer and other
13,038
—
—
—
13,038
Total
$ 800,239
$ —
$ —
$ —
$ 800,239
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, 2026 :
June 30, 2026
Non-Accrual Loans
With a
Without a
Related
Related
Allowance
Allowance
Total
(In thousands)
Commercial and Industrial
$ —
$ —
$ —
The following tables provide a breakdown of impaired loans by loan portfolio class and related allowance as of June 30, 2025 :
June 30, 2025
Non-Accrual Loans
With a
Without a
Related
Related
Allowance
Allowance
Total
(In thousands)
Commercial and Industrial
$ —
$ —
$ —
F- 23
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
The following tables present the classes of loans summarized by the past due status as of June 30, 2026 and June 30, 2025 :
June 30, 2026
90 Days
or More
Past Due
and Still
30-59 Days
60-89 Days
Accruing
Non-
Total
Total
Past Due
Past Due
Past Due
Accrual
Past Due
Current
Total
(In thousands)
Owner occupied commercial real estate
$ —
$ —
$ —
$ —
$ —
$ 48,903
$ 48,903
Other commercial real estate
—
—
—
—
—
92,663
92,663
Multi-family
—
—
—
—
—
252,924
252,924
Commercial and industrial
—
—
—
—
—
18,797
18,797
Residential mortgage
1,525
629
—
—
2,154
473,716
475,870
Consumer and other
47
—
—
—
47
15,284
15,331
Total
$ 1,572
$ 629
$ —
$ —
$ 2,201
$ 902,287
$ 904,488
June 30, 2025
90 Days
or More
Past Due
and Still
30-59 Days
60-89 Days
Accruing
Non-
Total
Total
Past Due
Past Due
Past Due
Accrual
Past Due
Current
Total
(In thousands)
Owner occupied commercial real estate
$ —
$ —
$ —
$ —
$ —
$ 55,127
$ 55,127
Other commercial real estate
—
—
—
—
—
72,542
72,542
Multi-family
—
—
—
—
—
219,934
219,934
Commercial and industrial
—
—
—
—
—
12,253
12,253
Residential mortgage
1,467
478
—
—
1,945
425,400
427,345
Consumer and other
67
—
—
—
67
12,971
13,038
Total
$ 1,534
$ 478
$ —
$ —
$ 2,012
$ 798,227
$ 800,239
As of June 30, 2026 , the Bank had made no loan modifications to creditors experiencing financial difficulty.
5.
Premises and Equipment, net
Premises and equipment at June 30, 2026 and June 30, 2025 are summarized as follows:
June 30,
June 30,
2026
2025
(In thousands)
Land
$
926
$
926
Buildings and leasehold improvements
9,078
9,024
Furniture, fixtures and equipment
6,889
6,123
16,893
16,073
Accumulated depreciation
( 12,078
)
( 11,131
)
Total premises and equipment, net
$
4,815
$
4,942
Depreciation expense amounted to $ 947,000 and $ 910,000 for the years ended June 30, 2026 and June 30, 2025 , respectively.
F- 24
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
6.
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,
2026
2025
(Dollars in thousands)
Right-of-use asset
$ 2,747
$ 3,156
Lease liability
$ 2,785
$ 3,211
Weighted-average remaining lease term, in years
3.53
4.23
Weighted-average discount rate
1.56
%
1.50
%
Future undiscounted minimum lease payments for operating leases with initial terms of one year or more as of June 30, 2026 are as follows:
June 30,
2026
(In thousands)
June 30, 2027
$ 888
June 30, 2028
785
June 30, 2029
733
June 30, 2030
353
June 30, 2031
103
Thereafter
—
Total future minimum lease payments
2,862
Less: imputed interest
( 77
)
Total
$ 2,785
Future undiscounted minimum lease payments for operating leases with initial terms of one year or more as of June 30, 2026 are as follows:
Year Ended June 30,
2026
2025
(In thousands)
Operating lease cost
$ 880
$ 878
Cash paid for amounts included in measurement of lease liabilities
$ 851
$ 818
7.
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- 25
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
The changes in the carrying amount of goodwill and core deposit intangibles are summarized as follows:
June 30, 2026
June 30, 2025
(In thousands)
Balance at beginning of period
$
26,708
$
28,141
Acquisition of Regal Bancorp
—
—
Amortization expense
( 1,168
)
( 1,433
)
Balance at end of period
$
25,540
$
26,708
Goodwill and Intangible assets at June 30, 2026 and June 30, 2025 :
June 30, 2026
June 30, 2025
(In thousands)
Goodwill
$ 20,417
$ 20,417
Core deposit intangible, net of amortization
5,123
6,291
Goodwill and intangible assets
$ 25,540
$ 26,708
As of June 30, 2026 , the amortization of the core deposit intangibles in future fiscal years is as follows:
Amount
(In thousands)
2027
$ 951
2028
774
2029
657
2030
650
Thereafter
2,091
Total
$ 5,123
8.
Deposits
Deposits at June 30, 2026 and June 30, 2025 consisted of the following:
June 30,
June 30,
2026
2025
(In thousands)
Demand accounts:
Interest-bearing
$ 389,869
$ 319,829
Noninterest-bearing
128,155
114,107
Total demand accounts
518,024
433,936
Savings and club
128,689
143,881
Certificates of deposit
279,708
268,205
Total
$ 926,421
$ 846,022
Certificates of deposit with balances in excess of the FDIC insurance limit of $250,000 at June 30, 2026 and June 30, 2025 amounted to approximately $ 30.4 million and $ 24.9 million, respectively.
F- 26
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
At June 30, 2026 , the scheduled maturities of certificates of deposit are as follows:
(In thousands)
Year ending June 30, 2027
$ 257,380
Year ending June 30, 2028
19,122
Year ending June 30, 2029
1,750
Year ending June 30, 2030
646
Year ending June 30, 2031
810
Total
$ 279,708
9.
Borrowings
At June 30, 2026 there were $ 65.0 million of borrowings from the FHLB of New York.
At June 30, 2026 and June 30, 2025 , the Company could borrow overnight funds from the FHLB-NY under a redesigned overnight advance program up to the Company's maximum borrowing capacity based on the Company's ability to collateralize such borrowings. At June 30, 2026 , the Company's maximum borrowing capacity was $ 135.0 million.
At June 30, 2026 and June 30, 2025 , the Company's Board of Directors had 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 Company's qualifying loan portfolio and are generally on overnight terms with an interest rate quoted at the time of the borrowing.
F- 27
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
10.
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
Year Ended
June 30,
June 30,
2026
2025
(Dollars in thousands)
Change in benefit obligation:
Obligation, beginning
$ 14,491
$ 14,564
Service cost
—
—
Interest cost
648
661
Actuarial (gain) loss
49
78
Benefit payments
( 884
)
( 812
)
Curtailments
—
—
Obligation, ending
$ 14,304
$ 14,491
Change in plan assets:
Fair value of plan assets, beginning
$ 16,533
$ 16,075
Actual gain (loss) on plan assets
1,386
1,270
Employer contributions
—
—
Benefit payments
( 884
)
( 812
)
Fair value of plan assets, ending
$ 17,035
$ 16,533
Funded status,
Accumulated benefit obligation
$ 14,304
$ 14,491
Projected benefit obligation
$ ( 14,304
)
$ ( 14,491
)
Fair value of assets
17,035
16,533
Funded status included in other assets
$ 2,731
$ 2,042
Assumptions used to determine benefit obligation:
Discount rate
5.22
%
5.06
%
Rate of increase in compensation
n/a
n/a
F- 28
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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
Year Ended
June 30,
June 30,
2026
2025
(Dollars in thousands)
Net periodic pension cost included the following:
Service cost
$
—
$
—
Interest cost
648
661
Expected return on plan assets
( 960
)
( 919
)
Net amortization
—
25
Net periodic pension cost included in salaries and employee benefits
$
( 312
)
$
( 233
)
Assumptions used to determine net periodic pension cost:
Discount rate
5.22
%
5.06
%
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, 2026 and 2025, the plan’s assets realized an annual return of approximately 8 %. The weighted-average allocation by asset category is as follows:
June 30,
June 30,
2026
2025
Cash and equivalents
2
%
1
%
Fixed income securities and mutual funds
76
53
Equity securities and mutual funds
22
46
100
%
100
%
The fair values of the Bank’s pension plan assets at June 30, 2026 and June 30, 2025 , by asset category (see Note 16 for the definitions of levels), are as follows:
Assets at Fair Value as of June 30, 2026
Fair
Asset Category
(Level 1)
(Level 2)
(Level 3)
Value
(In thousands)
Cash
$ 274
$ —
$ —
$ 274
Equity securities
140
—
—
140
Mutual funds - equity
3,537
—
—
3,537
Bonds - fixed income
13,084
—
—
13,084
Total
$ 17,035
$ —
$ —
$ 17,035
Assets at Fair Value as of June 30, 2025
Fair
Asset Category
(Level 1)
(Level 2)
(Level 3)
Value
(In thousands)
Cash
$ 173
$ —
$ —
$ 173
Equity securities
283
—
—
283
Mutual funds - equity
7,239
—
—
7,239
Mutual funds - fixed income
8,838
—
—
8,838
Total
$ 16,533
$ —
$ —
$ 16,533
F- 29
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
The Bank did not contribute to the pension plan during the year ended June 30, 2026 . Benefit payments, which reflect expected future service, are expected to be paid as follows:
Year ending June 30:
(In thousands)
2027
$ 4,431
2028
986
2029
1,017
2030
1,445
2031
903
Thereafter
4,917
$ 13,699
As of June 30, 2026 and June 30, 2025 , unrecognized net loss of $ 1.0 million and $ 1.4 million, respectively, was included in accumulated other comprehensive income.
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 $ 282,000 and $ 264,000 for the years ended June 30, 2026 and June 30, 2025 , respectively. No additional matching contributions were made during the years ended June 30, 2026 and June 30, 2025 .
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, 2026 and June 30, 2025 , liabilities under the plans totaled approximately $ 1.89 million and $ 1.52 million, respectively. Interest expense approximated $ 70,000 and $ 59,000 for the years ended June 30, 2026 and June 30, 2025 , respectively.
11.
Stock- Based Compensation
The Company has several compensation and benefit arrangements involving shares of the Company’s stock. Stock-based compensation involves the following components for the years ended June 30, 2026 , and 2025 :
June 30, 2026
June 30, 2025
(In thousands)
Fair value of 38,032 shares earned by ESOP participants
$ 620
$ 439
Incentive Plan Awards:
Stock options
$ 741
$ 327
Restricted stock awards
778
340
Total stock-based compensation expense
$ 1,519
$ 667
Related tax benefits recognized in earnings
$ -
$ 188
On November 20, 2024, the Company adopted the SR Bancorp, Inc. 2024 Equity Incentive Plan ( "2024 Equity Plan”). The 2024 Equity Plan authorizes 1,331,110 shares of common stock for equity-based compensation awards including restricted stock awards, restricted stock units, non-qualified stock options, and incentive stock options. As of June 30, 2026 , there were 183,959 shares available for future grants.
F- 30
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
Stock Options
On November 21, 2024, the Company granted 237,695 stock options to non-employee directors. On January 29, 2025, February 5, 2025 and December 17, 2025, the Company granted 465,889 , 57,009 and 58,805 , respectively, of stock options to certain officers and employees of the Company. The stock options vest in equal annual installments over a five -year period beginning on the first anniversary of the date of grant. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. The following table sets forth information regarding the grants:
Date of grant
November 21, 2024
January 29, 2025
February 5, 2025
December 17, 2025
Options granted
237,695
465,889
57,009
58,805
Exercise price
$ 11.04
$ 12.50
$ 12.36
$ 16.55
Vesting period (years)
5.00
5.00
5.00
5.00
Expiration date
November 21, 2034
January 29, 2035
February 5, 2035
December 17, 2035
Expected Volatility(1)
27.90
%
27.87
%
27.87
%
28.70
%
Expected term (years)(2)
6.50
6.50
6.50
6.50
Expected dividend yield(3)
0.00
%
0.00
%
0.00
%
1.44
%
Forfeiture rate
0.00
%
0.00
%
0.00
%
0.00
%
Risk free rate of return(4)
4.36
%
4.44
%
4.33
%
3.91
%
Fair value per option
$ 4.24
$ 4.82
$ 4.73
$ 5.18
( 1 )
Expected volatility is based on the standard deviation of the historical volatility of the daily adjusted closing price of a group of peers' shares
( 2 )
Expected term represents the period of time that the option is expected to be outstanding, determined using the "Simplified Method"
( 3 )
Expected dividend yield is determined based on management's expectations regarding issuing dividends in the foreseeable future
( 4 )
The risk-free rate of return is based on the U.S. Treasury yield curve in effect at the time of grant for a period equivalent to the expected term of the option
The following table represents stock option activities for the period indicated:
Year Ended June 30, 2026
Weighted-
Average
Weighted-
Remaining
Average
Contractual
Aggregate
Shares
Exercise Price
Term (years)
Intrinsic Value
Balance at beginning of period
760,593
$ 12.03
—
$ —
Granted
58,805
16.55
—
—
Exercised
( 23,770
)
12.50
—
—
Forfeited or expired
—
—
—
—
Balance at end of period
795,628
$ 12.35
8.60
$ 5,829
Exercisable - June 30, 2026
128,349
$ 11.95
8.52
$ 993
Year Ended June 30, 2025
Weighted-
Average
Weighted-
Remaining
Average
Contractual
Aggregate
Shares
Exercise Price
Term (years)
Intrinsic Value
Balance at beginning of period
—
$ —
—
$ —
Granted
760,593
12.03
—
—
Vested
—
—
—
—
Forfeited or expired
—
—
—
—
Balance at end of period
760,593
$ 12.03
9.77
$ 1,116
Exercisable - June 30, 2025
—
$ —
—
$ —
The aggregate intrinsic value is calculated by multiplying the number of in-the-money shares by the difference between the Company’s closing price on the last trading day of the period and the exercise price.
F- 31
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
Restricted Stock Awards
On November 21, 2024, the Company granted 95,075 restricted stock awards to non-employee directors. On January 29, 2025, February 5, 2025 and December 17, 2025, the Company granted 186,356 , 22,800 and 23,522 , respectively, of restricted stock awards to certain officers and employees. The restricted stock awards vest in equal annual installments over a five -year period beginning on the date of grant. The restricted stock awards are measured based on grant-date fair value, which reflects the closing price of the Company’s stock on the date of grant.
The following table represents information regarding restricted stock award activities for the periods indicated:
Year Ended June 30,
2026
2025
Weighted-
Weighted-
Average Grant
Average Grant
Shares
Date Fair Value Per Share
Shares
Date Fair Value Per Share
Balance at beginning of period - non-vested
304,231
$ 12.03
—
$ —
Granted
23,522
16.55
304,231
12.03
Vested
( 60,850
)
12.03
—
—
Forfeited or expired
—
—
—
—
Balance at end of period - non-vested
266,903
$ 12.43
304,231
$ 12.03
The following table sets forth the total compensation cost related to non-vested awards not yet recognized and the weighted average period (in years) over which it is expected to be recognized as of June 30, 2026 :
Weighted
Average
Amount
Period (years)
(In thousands)
Stock options
$ 2,760
3.63
Restricted stock awards
2,932
3.65
Total
$ 5,692
ESOP
The Company maintains the Somerset Regal Bank Employee Stock Ownership Plan (the "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. The loan is secured by the shares purchased, which are held until allocated to participants. Shares are released for allocation to participants as loan payments are made. Loan payments are principally funded by discretionary cash contributions by the Bank, as well as dividends, if any, paid to the ESOP on unallocated shares. Shares are allocated to eligible participants at the end of the plan year ( December 31) on the basis of compensation, subject to federal limits.
F- 32
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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. The principal outstanding of the ESOP loan was $ 6.7 million and $ 6.9 million at June 30, 2026 , and 2025, respectively. Total compensation expense recognized in connection with the ESOP was $ 620,000 and $ 439,000 for the years ended June 30, 2026 , and 2025, respectively.
Shares held by the ESOP were as follows:
June 30, 2026
June 30, 2025
(Dollars in thousands)
Allocated to participants
114,095
76,064
Committed to be allocated
19,016
19,016
Unallocated
627,523
665,554
Total ESOP shares
760,634
760,634
Fair value of unearned shares
$ 12,350
$ 8,985
12.
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, 2026 and June 30, 2025 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, 2026 and June 30, 2025 :
Year Ended
Year Ended
June 30,
June 30,
2026
2025
(In thousands)
Current tax expense:
Federal income
$
339
$
117
State income
54
79
Total current
393
196
Deferred tax expense:
Federal income
447
612
State income
234
183
Total deferred
681
795
Change in valuation allowance
( 27
)
—
Total
$
1,047
$
991
F- 33
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
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, 2026 and June 30, 2025 :
June 30, 2026
June 30, 2025
Amount
Percent
Amount
Percent
(In thousands)
(In thousands)
Federal income tax expense, at the statutory rate
$ 924
21
%
$ 1,287
21
%
Increases (decreases) in taxes resulting from:
New Jersey state tax, net of federal income tax effect
220
5
%
207
3
%
Bank owned life insurance
( 223
)
( 5
)%
( 532
)
( 8
)%
Other items, net
143
3
%
29
0
%
Change in federal valuation allowance
( 17
)
0
%
—
—
%
Effective income tax expense
$ 1,047
24
%
$ 991
16
%
The following table presents income taxes paid (net of refunds received) for the year ended June 30, 2026:
June 30, 2026
(In thousands)
Federal
$ 100
New Jersey
—
Total
$ 100
The tax effects of existing temporary differences that give rise to deferred income tax assets and liabilities are as follows:
June 30, 2026
June 30, 2025
(In thousands)
Deferred tax assets:
ESOP
$ 118
$ 60
Capital loss carryover
586
586
Deferred compensation
674
570
Unrecognized pension loss
286
392
Deferred loan fees
23
13
Allowance for credit loss
1,901
1,749
Compensation
535
396
Depreciation
381
432
Federal net operating loss
—
624
State net operating loss
304
535
Charitable contributions
1,552
1,579
Fair value adjustments related to acquisition
402
941
Total deferred tax assets
6,762
7,877
Deferred tax liabilities:
Core deposit intangible
1,440
1,768
Prepaid pension
1,053
966
Deferred loan costs
149
178
Other
34
92
Total deferred tax liabilities
2,676
3,004
Valuation allowance
2,138
2,165
Net deferred income tax asset included in other assets
$ 1,948
$ 2,708
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, 2026 and June 30, 2025 , the Company had a valuation allowance of $ 2.1 million and $ 2.2 million, respectively.
F- 34
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
A corporation may carry forward net operating losses to the succeeding 20 taxable years for New Jersey state tax purposes. As of June 30, 2026 , the Bank had total state net operating loss carryforwards of approximately $ 4.3 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 $ 2.1 million was established for the year ended June 30, 2026 attributable to the Company's five -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, 2026 and June 30, 2025 , the Company had a valuation allowance of $ 2.1 million and $ 2.2 million, respectively.
13.
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 consolidated 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, 2026 , total unfunded loan-related commitments, including lines of credit, amounted to $ 71.0 million, comprised of $ 40.8 million for unused equity lines of credit and $ 30.2 million to originate and purchase loans, expiring within three months.
At June 30, 2025 , total unfunded loan-related commitments, including lines of credit, amounted to $ 79.0 million, comprised of $ 38.0 million for unused equity lines of credit and $ 41.0 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 in 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, 2026 or June 30, 2025 . The balance for unfunded commitments was $ 0 at both June 30, 2026 and 2025.
F- 35
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
14.
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.
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, 2026 , management believes that the Bank met all capital adequacy requirements to which it was subject. As of June 30, 2026 , 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:
To be Well Capitalized
under Prompt Corrective
Actual
Action Provisions
Amount
Ratio
Amount
Ratio
(In thousands)
June 30, 2026:
Tier 1 capital (to average total assets)
$ 153,342
13.81
%
$ 99,945
9.00
%
June 30, 2025:
Tier 1 capital (to average total assets)
$ 162,261
15.51
%
$ 94,167
9.00
%
F- 36
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
15.
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, 2026 , the Bank had $ 195,000 in outstanding loans to directors, officers and their related parties.
June 30,
June 30,
2026
2025
(In thousands)
Balance, beginning of year
$
267
$
330
New loans and advances
—
—
Repayments
( 72
)
( 63
)
Balance, end of year
$
195
$
267
Deposits from directors, officers and their related parties held by the Bank at June 30, 2026 and June 30, 2025 amounted to $ 8.0 million and $ 14.1 million, respectively.
The Company leases two 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 amounted to $ 240,000 for the year ended June 30, 2026 .
16.
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. 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.
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.
F- 37
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
For financial assets measured at fair value on a recurring basis as of June 30, 2026 and June 30, 2025 , the fair value measurements by level within the fair value hierarchy used are as follows:
June 30, 2026
Description
(Level 1)
(Level 2)
(Level 3)
Total
(In thousands)
Equity securities
27
—
—
27
Total
$ 27
$ —
$ —
$ 27
June 30, 2025
Description
(Level 1)
(Level 2)
(Level 3)
Total
(In thousands)
Equity securities
37
—
—
37
Total
$ 37
$ —
$ —
$ 37
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).
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
There were no financial assets measured at fair value on a nonrecurring basis at June 30, 2026 and June 30, 2025.
F- 38
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
Fair Value of Financial Instruments not Carried at Fair Value
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.
Carrying amounts and estimated fair value measurements by level within the fair value hierarchy of the Company's financial instruments used at June 30, 2026 and June 30, 2025 were as follows:
June 30, 2026
Description
Carrying Value
Fair Value
(Level 1)
(Level 2)
(Level 3)
(In thousands)
Financial Assets:
Cash and cash equivalents
$ 71,461
$ 71,461
$ 71,461
$ —
$ —
Securities held-to-maturity, at amortized cost
131,154
113,590
—
113,590
—
Restricted equity securities, at cost
4,235
4,235
—
4,235
—
Loans receivable, net
901,191
897,123
—
—
897,123
Accrued interest receivable
3,477
3,477
—
3,477
—
Financial Liabilities:
Deposits
926,421
924,949
646,713
278,236
—
Borrowings
65,000
65,000
65,000
—
—
F- 39
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
June 30, 2025
Description
Carrying Value
Fair Value
(Level 1)
(Level 2)
(Level 3)
(In thousands)
Financial Assets:
Cash and cash equivalents
$ 57,779
$ 57,779
$ 57,779
$ —
$ —
Securities held-to-maturity, at amortized cost
141,845
120,195
—
120,195
—
Restricted equity securities, at cost
2,608
2,608
—
2,608
—
Loans receivable, net
797,166
770,473
—
—
770,473
Accrued interest receivable
3,072
3,072
—
3,072
—
Financial Liabilities:
Deposits
846,022
844,489
577,817
266,672
—
Borrowings
30,000
30,000
30,000
—
—
17.
Condensed Financial Statements of Parent Company
Financial information pertaining to SR Bancorp, Inc. only is as follows:
June 30, 2026
June 30, 2025
(In thousands)
(In thousands)
Assets
Cash held at Somerset Regal Bank
$ 3,927
$ 5,411
Loan to Somerset Regal Bank ESOP
6,695
6,869
Other assets
337
293
Due from Somerset Regal Bank
92
680
Investment in Somerset Regal Bank
171,392
180,951
Total assets
$ 182,443
$ 194,204
Liabilities and equity
Other liabilities
$ 648
$ 424
Shareholders' equity
181,795
193,780
Total liabilities and equity
$ 182,443
$ 194,204
Year Ended
Year Ended
June 30,
June 30,
2026
2025
(In thousands)
(In thousands)
Income and Expense
Interest income on ESOP loan
$ 576
$ 591
Other expense
903
154
(Loss) income before income tax expense and equity in undistributed net income of Somerset Regal Bank
( 327
)
437
Income tax (benefit) expense
( 92
)
122
(Loss) income before undistributed net income of Somerset Regal Bank
( 235
)
315
Equity in undistributed net income of Somerset Regal Bank
3,588
4,821
Net Income
3,353
5,136
F- 40
Table of Contents
SR Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
— Continued
June 30, 2026 and
2025
Year Ended
Year Ended
June 30,
June 30,
2026
2025
(In thousands)
(In thousands)
Cash Flows From Operating Activities:
Net income
$ 3,353
$ 5,136
Adjustments to reconcile net income to cash provided by operating activities:
Undistributed net (earnings) of Somerset Regal Bank
( 3,588
)
( 4,821
)
Stock-based compensation
114
52
Change in other assets and other liabilities
2,417
364
Net cash provided by operating activities
2,296
731
Cash Flows From Investing Activities:
Investment in Somerset Regal Bank
( 1,853
)
( 1,341
)
Dividends from Somerset Regal Bank
15,000
15,000
Principal payment received on ESOP loan
175
161
Net cash provided by investing activities
13,322
13,820
Cash Flows From Financing Activities:
Repurchase of common stock
( 16,023
)
( 11,324
)
Cash dividends paid on common stock
( 1,689
)
( 444
)
Change in due from Somerset Regal Bank
588
( 159
)
Cash paid for excise taxes on repurchased shares
( 113
)
—
Exercise of stock options
237
—
Receipts from equity plan participants for withholding taxes on share-based awards
191
—
Cash paid for withholding taxes on share-based awards
( 293
)
—
Net cash used in financing activities
( 17,102
)
( 11,927
)
Net (decrease) increase in cash and cash equivalents
$ ( 1,484
)
$ 2,624
Cash and cash equivalents, beginning of period
5,411
2,787
Cash and cash equivalents, end of period
$ 3,927
$ 5,411
F- 41
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.