As filed with the Securities and Exchange Commission on June 12, 2026

Registration No. 333-________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NARRAGANSETT BANCORP, INC.

BAYCOAST BANK 401(K) PLAN

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland		6036		Applied for
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

330 Swansea Mall Drive

Swansea, Massachusetts 02777

(888) 806-2872

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Nicholas M. Christ

Chair of the Board and Chief Executive Officer

Narragansett Bancorp, Inc.

330 Swansea Mall Drive

Swansea, Massachusetts 02777

(888) 806-2872

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Lawrence M.F. Spaccasi, Esq. Ned Quint, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, D.C. 20015 (202) 274-2007		Samatha Kirby, Esq. Covington & Burling LLP One International Place, Suite 1020 Boston, MA 02110 (617) 603-8800

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

Prospectus Supplement

Interests in

BAYCOAST BANK 401(k) PLAN

Offering of Participation Interests of up to 6,705,124 Shares of

Narragansett Bancorp, Inc. Common Stock

In connection with the reorganization of BayCoast Bank from a single-tier mutual holding company form of organization, with no stockholders, into the “two-tier” public mutual holding company form of organization, Narragansett Bancorp, Inc. (“Narragansett Bancorp”), the proposed holding company for BayCoast Bank, is offering shares of its common stock for sale at $10.00 per share. Following the completion of the reorganization and stock offering, it is expected that the common stock of Narragansett Bancorp will be traded on the Nasdaq Capital Market under the symbol “[symbol].” The reorganization and stock offering is not contingent on receipt of approval to list on the Nasdaq Capital Market.

In connection with the reorganization and stock offering, BayCoast Bank is allowing participants in the BayCoast Bank 401(k) Plan (the “401(k) Plan”), to invest a portion of their account balances in Narragansett Bancorp common stock. This prospectus supplement relates to elections by 401(k) Plan participants to direct the trustee of the 401(k) Plan to invest up to 75% of their account balances in the 401(k) Plan in Narragansett Bancorp common stock in connection with the reorganization and stock offering. Based upon the value of the 401(k) Plan assets at March 31, 2026, the trustee of the 401(k) Plan could purchase up to 6,705,124 shares of Narragansett Bancorp common stock on behalf of participants, at the purchase price of $10.00 per share.

Before you consider investing, you should read the prospectus of Narragansett Bancorp, dated [date], 2026, which is enclosed with this prospectus supplement. It contains detailed information regarding the reorganization, the stock offering of Narragansett Bancorp, and the financial condition, results of operations and business of Narragansett Financial Corporation and BayCoast Bank. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

For a discussion of risks that you should consider, see “Risk Factors” beginning on page [#] of the attached prospectus, and “Notice of Your Rights Concerning Employer Securities” in this prospectus supplement.

The interests in the 401(k) Plan and the offering of shares of Narragansett Bancorp common stock have not been approved or disapproved by the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Massachusetts Division of Banks, the Federal Deposit Insurance Corporation or any state securities regulator. Any representation to the contrary is a criminal offense.

The securities offered by this prospectus supplement are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Depositors Insurance Fund or any other governmental agency.

This prospectus supplement may be used only in connection with offers and sales by Narragansett Bancorp in the stock offering of Narragansett Bancorp common stock that may be acquired within the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of Narragansett Bancorp common stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the attached prospectus. Narragansett Bancorp, Narragansett Financial Corporation, BayCoast Bank and the 401(k) Plan have not authorized anyone to provide you with different information.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the attached prospectus nor any sale of Narragansett Bancorp common stock shall under any circumstances imply that there has not been a change in the

affairs of Narragansett Bancorp, Narragansett Financial Corporation, BayCoast Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is [date], 2026.

 

TABLE OF CONTENTS

 

RISK FACTORS			1
THE OFFERING			1
Securities Offered			1
Election to Purchase Narragansett Bancorp, Inc. Common Stock			2
Purchase Priorities			2
Purchases in the Offering and Oversubscriptions			3
Composition of the Narragansett Bancorp, Inc. Stock Fund			3
Minimum and Maximum Investment			4
Value of the Plan Assets			4
How to Order Stock in the Offering			4
Order Deadline			6
Irrevocability of Transfer Direction			6
Future Direction to Purchase and Sell Common Stock			6
Voting Rights of Common Stock			7
DESCRIPTION OF THE 401(k) PLAN			7
Introduction			7
Eligibility and Participation			8
Contributions Under the Plan			8
Limitations on Contributions			8
Benefits Under the 401(k) Plan			9
Investment of Contributions and Account Balances			9
Performance History			10
Description of the Investment Funds			10
Narragansett Bancorp, Inc. Stock Fund			15
Withdrawals from the 401(k) Plan			15
Administration of the 401(k) Plan			15
Amendment and Termination			16
Merger, Consolidation or Transfer			16
Federal Income Tax Consequences			16
Notice of Your Rights Concerning Employer Securities			17
Additional ERISA Considerations			18
Securities and Exchange Commission Reporting and Short-Swing Profit Liability			18
Financial Information Regarding 401(k) Plan Assets			18
LEGAL OPINION			19

 

RISK FACTORS

In addition to considering the material risks disclosed under “Risk Factors” beginning on page [#] of the attached prospectus, you should also consider the following:

If you elect to purchase Narragansett Bancorp common stock using your 401(k) Plan account balance and the stock offering is oversubscribed, you will bear the risk of price changes in the investment funds of the 401(k) Plan.

If you elect to purchase Narragansett Bancorp common stock using your 401(k) Plan account balance, the 401(k) Plan trustee will sell the designated amount within your 401(k) Plan account among your investment fund balances. If the stock offering is oversubscribed (i.e., there are more orders for Narragansett Bancorp common stock than shares available for sale in the stock offering) and the 401(k) Plan trustee cannot use any or all of the funds you allocate to purchase Narragansett Bancorp common stock, the funds that cannot be invested in Narragansett Bancorp common stock, and any interest earned on such funds, will be reinvested in your existing investment funds of the 401(k) Plan, according to your then existing investment election (i.e., in proportion to your investment direction for future contributions). During the period from when the 401(k) Plan trustee sells a portion of your investment funds until reinvestment of some or all of those funds back into your investment funds as a result of an oversubscription, you will bear the risk of price changes in the investment funds. It is possible that during this period some or all the investment funds may have increased in value more than the amount of any interest you may have earned on the reinvested funds before reinvestment. See “The Offering – Purchases in the Offering and Oversubscriptions” in this prospectus supplement.

THE OFFERING

 

Securities Offered		BayCoast Bank is offering participants in the 401(k) Plan the opportunity to purchase participation interests in shares of Narragansett Bancorp common stock through the 401(k) Plan. A “participation interest” represents indirect ownership of a share of Narragansett Bancorp common stock that is acquired by the 401(k) Plan and is equivalent to one share of Narragansett Bancorp common stock. In this prospectus supplement, “participation interests” are referred to as shares of Narragansett Bancorp common stock. At the stock offering purchase price of $10.00 per share and allowing participants to use up to 75% of their account balances, the 401(k) Plan may acquire up to 6,705,124 shares of Narragansett Bancorp common stock in the stock offering, based on the approximate fair market value of the 401(k) Plan’s assets as of March 31, 2026.   Only employees of BayCoast Bank and employees of participating subsidiaries of BayCoast Bank may become participants in the 401(k) Plan and only participants may purchase shares of Narragansett Bancorp common stock through the 401(k) Plan. However, your investment in shares of Narragansett Bancorp common stock in connection with the stock offering is subject to the purchase priorities listed below.   Information regarding the 401(k) Plan is contained in this prospectus supplement and information with respect to the consolidated financial condition and results of operations of Narragansett Financial Corporation and the business of Narragansett Bancorp and BayCoast Bank is contained in the attached prospectus. The address of the corporate/main office of Narragansett Bancorp and BayCoast Bank is 330 Swansea Mall Drive, Swansea, Massachusetts 02777. The telephone number at this address is [number].   Address questions about this prospectus supplement to [name], [title], BayCoast Bank, 330 Swansea Mall Drive, Swansea, Massachusetts 02777; telephone number [number]; email: [email].

 

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		Direct all questions about the stock offering, the prospectus, or obtaining a stock order form to purchase stock in the stock offering outside the 401(k) Plan to the Stock Information Center at [#] (toll-free), Monday through Friday, between 10:00 a.m. and 4:00 p.m., Eastern time. The Stock Information Center will be closed on bank holidays.
Election to Purchase Narragansett Bancorp, Inc. Common Stock		In connection with the stock offering, you may elect to designate up to 75% of your 401(k) Plan account balance to a money market fund called “Stock Purchase,” which will be used to subscribe for Narragansett Bancorp common stock in the stock offering. Before making this election, you should carefully read the prospectus and this prospectus supplement and consider the information set forth on page [#] of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.” The trustee of the Narragansett Bancorp, Inc. Stock Fund will subscribe to purchase shares of Narragansett Bancorp common stock at $10.00 per share in accordance with your election. However, your election is subject to the purchase priorities and purchase limitations, as described below.
Purchase Priorities		All 401(k) Plan participants are eligible to elect to subscribe for Narragansett Bancorp common stock in the stock offering. However, the elections are subject to the purchase priorities in the Plan of Holding Company Reorganization and Plan of Stock Offering of BayCoast Bank and Narragansett Financial Corporation, which provides for a subscription offering and, if necessary, a community offering. In the stock offering, the purchase priorities are as follows and apply in case more shares of Narragansett Bancorp common stock are ordered than are available for sale (an “oversubscription):   Subscription Offering:   (1)   Each person with $50 or more on deposit at BayCoast Bank as of the close of business on May 31, 2025, has first priority.   (2)   BayCoast Bank’s tax-qualified plans, including the employee stock ownership plan, have second priority.   (3)   Employees, officers, directors, trustees and corporators of BayCoast Bank and/or Narragansett Financial Corporation, who are not in the first priority, have third priority.   Community Offering:   Shares of Narragansett Bancorp common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering,” with a preference given to natural persons (including trusts of natural persons) in the Local Community (as defined in the Prospectus).   If you fall into subscription offering categories (1) or (3) above, you have subscription rights to purchase Narragansett Bancorp common stock in the subscription offering in the highest category and you may use funds (up to 75% of your account balance) in the 401(k) Plan to pay for the Narragansett Bancorp common stock.   If you fall into purchase priority (1) or (3), you will separately receive offering materials in the mail, including a stock order form. You may use the stock order form to purchase shares of Narragansett Bancorp common stock outside the 401(k) Plan.

 

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		Additionally, instead of (or in addition to) placing an order outside the 401(k) Plan using the stock order form, you may place an order for the purchase of Narragansett Bancorp common stock through the 401(k) Plan in the manner described below under “How to Order Stock in the Offering.”
Purchases in the Offering and Oversubscriptions		The trustee of the 401(k) Plan will subscribe for Narragansett Bancorp common stock in the stock offering in accordance with your election. Once you make your election, the amount that you elect to transfer from your existing investment option(s) for the purchase of Narragansett Bancorp common stock will be sold from your existing investment option(s) and the proceeds will be transferred to the Stock Purchase option (which will be invested in a money market fund during the stock offering period) pending the completion of the reorganization and stock offering several weeks later. After the end of the stock offering period, we will determine whether all or any portion of your order will be filled (if the stock offering is oversubscribed you may not receive any or all of your order, depending on your purchase priority, as described above). The amount that can be used toward your order will be applied to the purchase of Narragansett Bancorp common stock. Following the closing of the reorganization and stock offering, your purchased shares of Narragansett Bancorp common stock will be transferred to the 401(k) Plan and will be reflected in your 401(k) Plan account as soon as practicable thereafter.   If the stock offering is oversubscribed, and the trustee of the 401(k) Plan is unable to use the full amount allocated by you to purchase Narragansett Bancorp common stock in the stock offering, the amount that cannot be invested in shares of Narragansett Bancorp common stock, and any interest earned on that amount, will be transferred from the Stock Purchase option and reinvested in the existing funds of the 401(k) Plan, in accordance with your then existing investment election (in proportion to your investment direction for future contributions). The prospectus describes the allocation procedures in the event of an oversubscription. If you choose not to elect to invest part of your account balances towards the purchase of Narragansett Bancorp common stock in connection with the stock offering, your account balances will remain in the investment funds of the 401(k) Plan as previously directed by you.
Composition of the Narragansett Bancorp, Inc. Stock Fund		Shares of Narragansett Bancorp common stock purchased by the 401(k) Plan in the stock offering will be transferred to the 401(k) Plan and held in the Narragansett Bancorp, Inc. Stock Fund. The Narragansett Bancorp, Inc. Stock Fund is neither a mutual fund nor a diversified or managed investment option. Rather, it is merely a recordkeeping mechanism established by the 401(k) Plan custodian to track the shares purchased by 401(k) Plan participants in the reorganization and stock offering through the 401(k) Plan. The Narragansett Bancorp, Inc. Stock Fund will consist solely of shares of Narragansett Bancorp common stock purchased by participants in the 401(k) Plan, which will be initially valued at $10.00 per share (i.e., the purchase price).   Following the closing of the reorganization and stock offering, each day the aggregate value of Narragansett Bancorp, Inc. Stock Fund will be determined by dividing the total market value of the fund at the end of the day by the total number of shares held in the fund by all participants as of the previous day’s end. The change in share value reflects the day’s change in stock price of Narragansett Bancorp common stock, and the value of each participation interest should be the same as one share of Narragansett Bancorp common stock.

 

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		Investment in Narragansett Bancorp common stock involves risks common to investments in shares of common stock. For a discussion of material risks you should consider, see the “Risk Factors” section of the attached prospectus and the section of the prospectus supplement called “Notice of Your Rights Concerning Employer Securities” (see below).   The portion of your 401(k) Plan account invested in the Narragansett Bancorp, Inc. Stock Fund will be reported to you on your regular 401(k) Plan participant statements. You can also go online at any time to www.principal.com or call (800) 547-7754 (toll-free) to review your account balances.
Minimum and Maximum Investment		In connection with the stock offering, the 401(k) Plan will permit you to use up to 75% of your 401(k) Plan account balance for the purchase of Narragansett Bancorp common stock in the stock offering.   The trustee of the 401(k) Plan will subscribe for shares of Narragansett Bancorp common stock offered for sale in the stock offering, in accordance with each participant’s direction. The trustee will pay $10.00 per share, which will be the same price paid by all other persons who purchase shares in the stock offering. To purchase Narragansett Bancorp common stock through the 401(k) Plan, the minimum investment is $250, which will purchase 25 shares. No individual may purchase more than $[#] ([#] shares) of Narragansett Bancorp common stock. Furthermore, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than $[#] ([#] shares) of Narragansett Bancorp common stock in all categories of the stock offering combined. See the prospectus for further details regarding additional maximum purchase limits for investors in the stock offering.
Value of the Plan Assets		As of March 31, 2026, the market value of the assets of the 401(k) Plan attributable to active and former employees of BayCoast Bank was approximately $89,401,650.
How to Order Stock in the Offering		• You can elect to transfer up to 75% of your current 401(k) Plan account balance (in whole dollar amounts) to the Stock Purchase option, which will be used by the 401(k) Plan trustee to purchase shares of Narragansett Bancorp common stock. This is done by following the procedures described below. Note the following conditions concerning this election:   • Your election is subject to a minimum purchase of 25 shares of common stock, which equals $250.   Your election, plus any order you placed outside the 401(k) Plan, are together subject to a maximum purchase limit of no more than [#] shares of Narragansett Bancorp common stock, which equals $[#]. The prospectus describes an additional purchase limitation of [#] shares of Narragansett Bancorp common stock, which equals $[#], for an individual, together with associates or persons acting in concert with such individual.   • The election period for the 401(k) Plan purchases ends at [time] p.m., Eastern time, on [date], 2026 (the “Plan Purchase Period”).

 

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		• Your election to purchase common stock in the stock offering through the 401(k) Plan will be accepted by Principal Financial Group, the recordkeeper of the 401(k) Plan. After your election is accepted by Principal Financial Group, it will be rounded down to the closest dollar amount divisible by $10.00 and will be used by the trustee to purchase shares of Narragansett Bancorp common stock sold in the reorganization and stock offering. This difference will remain in the Stock Purchase option until the completion of the reorganization and stock offering, which is expected to be several weeks after the Plan Purchase Period ends. At that time, the Narragansett Bancorp common stock purchased based on your election will be transferred to the 401(k) Plan and any remaining funds will be transferred out of the Stock Purchase option for investment in other funds under the 401(k) Plan, based on your election currently on file for future contributions.   • The amount you elect to transfer to the Stock Purchase option will be held separately until the completion of the reorganization and stock offering. Therefore, this money is not available for distributions, loans, or withdrawals until the reorganization and stock offering is completed, which is expected to be several weeks after the 401(k) Plan Purchase Period ends.   • Following the completion of the reorganization and stock offering, your purchased shares of Narragansett Bancorp common stock will be reflected in your 401(k) Plan account through the Narragansett Bancorp, Inc. Stock Fund. You may continue to invest in the Narragansett Bancorp, Inc. Stock Fund following the stock offering and may use up to 50% of the amounts contributed to the 401(k) Plan on your behalf to purchase shares of stock.   Follow the steps outlined below to make your election to use your account balance in the 401(k) Plan to purchase shares of Narragansett Bancorp, Inc. common stock in the stock offering. You are allowed only one election to transfer funds to the Stock Purchase option.   • Go to www.principal.com and log into your 401(k) Plan account. In Account Login, click on drop down and choose “Personal,” then “GO.” Enter your Username and Password. If you have not established your Username and Password, click on the link “Establish your Username and Password”, and follow the prompts.   • On your Personal Summary Page, choose the line for the 401(k) Plan as adopted by BayCoast Bank Plan and click on “View Details” for your 401(k) Plan account.   • When you reach “Your Account Overview,” click on “Investments” across the top navigation of the screen, and then click on “Change Investments.”   • Select “Choose to build your own portfolio,” click “Build you own investment mix.”   • Select “Apply changes to my current account balance only. New contributions will not be affected.”   • Click “Move one or more investments while keeping the rest as-is.”   • Click on “Advanced Transfer Features,” choose “dollars,” then choose “Transfer from one investment to another.”

 

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		• Then enter the amount you would like to transfer “From” each investment. When you have completed transferring “From” each investment, click on “Continue.”   • Enter the dollars that you will be transferring into the Stock Purchase account. The Stock Purchase account is a money market investment that will hold the funds until the reorganization and stock offering is concluded. All the funds that you transferred “From” other investments must be transferred to another investment. All the dollars must be transferred “To” another investment.   When you have completed the “To” portion of the transaction, click on “Continue.” You will be taken to a confirmation page. Review your transaction for accuracy. If you need to make changes, click on “Cancel” or “Start Over” or “Previous” to make changes. If the information is correct, click on “Submit Request” to authorize Principal Life Insurance Company to process the request. You will receive a communication in your Message Center confirming your transaction.   After you completed your online election, you will also need to complete the Stock Information Form and return it either by emailing it to [name], [title], at [email], by faxing it to [number] or by delivering it in person, to be received by [name], [title], BayCoast Bank, 330 Swansea Mall Drive, Swansea, Massachusetts 02777.
Order Deadline		You must make your election online at www.principal.com and return your Stock Information Form by emailing it to [name], [title], at [email], by faxing it to [number] or by delivering it in person, to be received by [name], [title], BayCoast Bank, 330 Swansea Mall Drive, Swansea, Massachusetts 02777; telephone number [number]; to be received no later than [time] p.m., Eastern time, on [date], 2026.
Irrevocability of Transfer Direction		Once you make an election to transfer amounts to the Stock Purchase option to be used by the 401(k) Plan trustee to purchase Narragansett Bancorp common stock in connection with the reorganization and stock offering, you may not change your election.   Your election is irrevocable. You will, however, continue to have the ability to transfer amounts not directed towards the purchase of Narragansett Bancorp common stock among all the other investment funds on a daily basis.
Future Direction to Purchase and Sell Common Stock		You will be able to purchase Narragansett Bancorp common stock after the completion of the reorganization and stock offering through the 401(k) Plan by investing your future contributions through the Narragansett Bancorp, Inc. Stock Fund, provided, that no more than 50% of your future contributions (both employer and employee) may be invested in the Narragansett Bancorp, Inc. Stock Fund. Additionally, after the completion of the reorganization and stock offering, you will be able to transfer no more than 50% of your account balance to the Narragansett Bancorp, Inc. Stock Fund.   After the completion of the reorganization and stock offering, to the extent that shares are available, the trustee of the 401(k) Plan will acquire shares of Narragansett Bancorp common stock at your election in open market transactions at the prevailing price, which may be less than or more than $10.00 per share. In addition, a brokerage commission of $0.01 per share of stock purchased will be charged.

 

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		You may change your investment allocation on a daily basis. However, your ability to buy or sell Narragansett Bancorp common stock within the 401(k) Plan largely depends upon the existence of an active market for the stock. If Narragansett Bancorp common stock is illiquid (meaning there are few buyers and sellers of the stock) on the date you elect to buy or sell Narragansett Bancorp common stock within the 401(k) Plan, your election may not be immediately processed. As a result, the prevailing price for Narragansett Bancorp, Inc. common stock may be less or more than its fair market value on the date of your election.   Special restrictions may apply to purchasing shares of Narragansett Bancorp common stock by 401(k) Plan participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors, and principal stockholders of Narragansett Bancorp.   If you are an officer of the Narragansett Bancorp who is restricted by regulation from selling shares of Narragansett Bancorp common stock acquired in the reorganization and stock offering for one year, the Narragansett Bancorp common stock that you purchased in the reorganization and stock offering through the 401(k) Plan will not be tradable until the one-year trading restriction has lapsed.
Voting Rights of Common Stock		You may direct the 401(k) Plan trustee as to how to vote your shares of Narragansett Bancorp common stock held in the Narragansett Bancorp, Inc. Stock Fund, if permitted by BayCoast Bank. If the trustee does not receive your voting instructions, the trustee will be directed by BayCoast Bank to vote your shares in the same proportion as the voting instructions received from other participants related to their shares of Narragansett Bancorp common stock held by the 401(k) Plan, provided that such vote is made in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). All voting instructions will be kept confidential.

DESCRIPTION OF THE 401(k) PLAN

Introduction

General. BayCoast Bank originally adopted the 401(k) Plan effective as of February 1, 1991. In connection with the reorganization and stock offering, BayCoast Bank is allowing participants to purchase common stock of Narragansett Bancorp in their accounts in the 401(k) Plan and BayCoast Bank has amended the 401(k) Plan to allow investments in Narragansett Bancorp common stock. The 401(k) Plan is a tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

BayCoast Bank intends that the 401(k) Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. BayCoast Bank will adopt amendments to the 401(k) Plan that may be necessary to ensure the continuing qualified status of the 401(k) Plan under the Code and applicable Treasury Regulations.

 

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ERISA. The 401(k) Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). As such, the 401(k) Plan is subject to all the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except for the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The 401(k) Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the 401(k) Plan.

Reference to Full Text of Plan. This prospectus supplement summarizes certain provisions of the 401(k) Plan. These summaries are not complete and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees by going to www.Principal.com.

Eligibility and Participation

BayCoast Bank employees generally become eligible to enter the 401(k) Plan as participants upon their attainment of age 18 and the completion of one month of service.

As of March 31, 2026, there were approximately 688 active and former employees with account balances in the 401(k) Plan.

Contributions Under the Plan

Elective Deferrals. Participants are permitted to defer up to 75% of their compensation as of the date they become a participant in the 401(k) Plan but may choose a different percentage or choose not to defer at all. The amounts of deferrals are also subject to certain restrictions imposed by the Code. For 2026, participants may defer up to $24,500 and may defer an additional $8,000 if they qualify for catch-up contributions as described in the next paragraph. The compensation of each participant taken into account under the 401(k) Plan is limited by the Code, and for 2026 the limit is $360,000 (this limit may change on an annual basis). Canceling or changing a participant’s contribution percentage can be accomplished by going to www.Principal.com.

Catch-up Contributions. If a participant has made the maximum amount of elective deferrals allowed by the 401(k) Plan or other legal limits and has attained at least age 50 (or will reach age 50 before the end of the tax year, which is December 31), that participant is also eligible to make an additional catch-up contribution. For 2026, the maximum catch-up contribution is $8,000. A participant may authorize BayCoast Bank to withhold a specified dollar amount of his or her compensation for this purpose.

Employer Contributions. BayCoast Bank currently makes a matching contribution tied to participant deferrals under the 401(k) Plan. BayCoast Bank reserves the right to eliminate or modify the amount of this contribution at any time and from time to time.

Limitations on Contributions

Contribution Limits. For the tax year beginning January 1, 2026, the amount of a participant’s elective deferrals may not exceed $24,500 per calendar year, or $32,500, if the participant is eligible to make catch-up contributions. Contributions in excess of this limit are known as excess deferrals. If a participant defers amounts in excess of this limitation, his or her gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by the participant in the tax year in which the contribution is made.

The total amount of contributions that a participant makes, and any contribution made by BayCoast Bank makes on a participant’s behalf to the 401(k) Plan and other defined contribution tax-qualified retirement plans in one year is generally limited to the lesser of 100% of the participant’s compensation or $72,000 (for 2026).

Rollovers. Participants may make a rollover contribution of an eligible rollover distribution from any other qualified retirement plan or an individual retirement arrangement (IRA). These funds will be maintained in a separate rollover account in which the participant will have a nonforfeitable vested interest.

 

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Benefits Under the 401(k) Plan

Vesting. At all times, participants have a fully vested, nonforfeitable interest in the portion of their account balance attributable to elective deferrals and employer contributions under the 401(k) Plan.

Distribution at Termination of Employment. Participants will be entitled to receive a distribution of the vested amounts in your account when their employment terminates for any reason. A participant’s benefit will be equal to the vested balance of the participant’s account. The 401(k) Plan will make involuntary cash-out distributions of vested account balances in accordance with the 401(k) Plan. If a participant is not a 5% or more owner of his or her employer, their required benefit commencement date is the April 1^st following the close of the year in which the later of the following occurs: they attain age 72 ¹⁄₂ or they terminate employment.

Distribution After Death of Participant. If a participant dies, the value of the participant’s entire account will be payable to the participant’s beneficiary in accordance with the 401(k) Plan.

Investment of Contributions and Account Balances

All amounts credited to a participant’s account under the 401(k) Plan are held in the 401(k) Plan trust (the “Trust”), which is administered by the trustee of the 401(k) Plan. Before the effective date of the stock offering, participants were provided the opportunity to direct the investments of their accounts into one of the investment options described below.

Vanguard 500 Index Admiral Fund

Capital Group Growth Fund of America E Separate Account-E1

Vanguard Mid-Cap Value Index Admiral Fund

Vanguard Strategic Equity Investor Fund

Vanguard Small Cap Value Index Admiral Fund

Principal Global Investors SmallCap S&P 600 Index Separate Account-Z

Capital Research and Management Company American Funds New World R6 Fund

Vanguard Developed Markets Index Admiral Fund

Capital Group EUPAC E Separate Account-E1

Vanguard Target Retirement Income Investor Fund

Vanguard Target Retirement 2020 Investor Fund

Vanguard Target Retirement 2025 Investor Fund

Vanguard Target Retirement 2030 Investor Fund

Vanguard Target Retirement 2035 Investor Fund

Vanguard Target Retirement 2040 Investor Fund

Vanguard Target Retirement 2045 Investor Fund

Vanguard Target Retirement 2050 Investor Fund

Vanguard Target Retirement 2055 Investor Fund

Vanguard Target Retirement 2060 Investor Fund

Vanguard Target Retirement 2065 Investor Fund

Vanguard Target Retirement 2070 Investor Fund

Lord Abbett Short Duration Income R6 Investor Fund

Vanguard Federal Money Market Investor Investor Fund

Capital Research and Management Company American Funds Capital World Bond R6 Fund

Vanguard Long-Term Investment-Grade Bond Admiral Fund

Dodge & Cox Income X Fund

 

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Performance History

The following table provides performance data with respect to the investment funds in the 401(k) Plan:

 

		Average Annual Total Return (%) (as of March 31, 2026)
Investment Option Name		1-Year				3-Year				5-Year				10-Year
Vanguard 500 Index Admiral Fund			17.75				18.27				12.02				14.12
Capital Group Growth Fund of America E Separate Account-E1			17.69				20.64				9.63				—
Vanguard Mid-Cap Value Index Admiral Fund			17.21				13.73				8.86				10.24
Vanguard Strategic Equity Investor Fund			25.50				16.65				10.63				12.02
Vanguard Small Cap Value Index Admiral Fund			18.94				13.37				7.84				10.11
Principal Global Investors SmallCap S&P 600 Index Separate Account-Z			20.56				10.50				4.42				9.84
Capital Research and Mgmt Co American Funds New World R6 Fund			24.59				13.85				5.13				9.73
Vanguard Developed Markets Index Admiral Fund			29.60				15.96				8.80				9.20
Capital Group EUPAC E Separate Account-E1			22.24				11.69				4.09				—
Vanguard Target Retirement Income Inv Fund			9.30				7.85				3.71				5.04
Vanguard Target Retirement 2020 Inv Fund			10.37				8.90				4.41				6.64
Vanguard Target Retirement 2025 Inv Fund			13.02				10.64				5.36				7.63
Vanguard Target Retirement 2030 Inv Fund			14.79				11.80				6.09				8.40
Vanguard Target Retirement 2035 Inv Fund			16.16				12.83				6.79				9.16
Vanguard Target Retirement 2040 Inv Fund			17.57				13.85				7.50				9.91
Vanguard Target Retirement 2045 Inv Fund			18.92				14.82				8.18				10.51
Vanguard Target Retirement 2050 Inv Fund			20.35				15.63				8.67				10.78
Vanguard Target Retirement 2055 Inv Fund			20.34				15.63				8.67				10.77
Vanguard Target Retirement 2060 Inv Fund			20.35				15.63				8.67				10.77
Vanguard Target Retirement 2065 Inv Fund			20.32				15.61				8.68				—
Vanguard Target Retirement 2070 Inv Fund			20.34				15.63				—				—
Lord Abbett Short Duration Income R6 Fund			4.85				5.20				2.67				2.97
Vanguard Federal Money Market Investor Fund			4.05				4.77				3.38				2.23
Capital Research and Mgmt Co American Funds Capital World Bond R6 Fund			3.99				2.53				-1.71				0.81
Vanguard Long-Term Investment-Grade Bond Admiral Fund			3.57				2.33				-1.85				2.03
Dodge & Cox Income X Fund			5.43				5.07				1.65				3.15

Description of the Investment Funds

Vanguard 500 Index Admiral Fund

The investment seeks to track the performance of the Standard & Poor’s 500 Index that measures the investment return of large-capitalization stocks. The fund employs an indexing investment approach designed to track the performance of the Standard & Poor’s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index. The fund is non-diversified.

Capital Group Growth Fund of America E Separate Account-E1

The investment seeks growth of capital. It invests primarily in common stocks and seeks to invest in companies that appear to offer superior opportunities for growth of capital. It may invest up to 25% of its assets in securities of issuers domiciled outside the United States. The investment adviser uses a system of multiple portfolio managers in managing the fund’s assets. Under this approach, the portfolio is divided into segments managed by individual managers who decide how their respective segments will be invested.

 

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Vanguard Mid-Cap Value Index Admiral Fund

The investment seeks to track the performance of the CRSP US Mid Cap Value Index that measures the investment return of mid-capitalization value stocks. The fund employs an indexing investment approach designed to track the performance of the CRSP US Mid Cap Value Index, a broadly diversified index of value stocks of mid-size U.S. companies. The advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Vanguard Strategic Equity Investor Fund

The investment seeks long-term capital appreciation. The fund invests in small- and mid-capitalization domestic equity securities based on the advisor’s assessment of the relative return potential of the securities. The advisor selects securities that the advisor believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. The advisor does this by using a quantitative process to evaluate all of the securities in the benchmark, the MSCI U.S. Small + Mid Cap 2200 Index, while seeking to maintain a risk profile similar to that of the index.

Vanguard Small Cap Value Index Admiral Fund

The investment seeks to track the performance of the CRSP US Small Cap Value Index that measures the investment return of small-capitalization value stocks. The fund advisor employs an indexing investment approach designed to track the performance of the CRSP US Small Cap Value Index, a broadly diversified index of value stocks of small U.S. companies. The advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Principal Global Investors SmallCap S&P 600 Index Separate Account-Z

The investment seeks long-term growth of capital and normally invests the The investment seeks long-term growth of capital and normally invests the majority of assets in common stocks of companies that compose the S&P SmallCap majority of assets in common stocks of companies that compose the S&P SmallCap 600 Index. Management attempts to mirror the investment performance of the index 600 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 600 Index. by allocating assets in approximately the same weightings as the S&P 600 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 600 performance of the Separate Account before expenses and that of the S&P 600 Index. Index.

Capital Research and Management Company American Funds New World R6 Fund

The investment seeks long-term capital appreciation. The fund invests primarily in common stocks of companies with significant exposure to developing countries. The securities markets of these countries may be referred to as emerging markets or frontier markets. Under normal market conditions, the fund invests at least 35% of its assets in equity and debt securities of issuers domiciled in qualified developing countries.

Vanguard Developed Markets Index Admiral Fund

The investment seeks to track the performance of the FTSE Developed All Cap ex U.S. Index. The fund employs an indexing investment approach designed to track the performance of the FTSE Developed All Cap ex U.S. Index, a market-capitalization-weighted index that is made up of approximately 3,957 common stocks of large-, mid-, and small-cap companies located in Canada and the major markets of Europe and the Pacific region. The Advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

 

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Capital Group EUPAC E Separate Account-E1

The investment seeks long-term growth of capital. It invests primarily in common stocks of issuers in Europe and the Pacific Basin that the investment adviser believes have the potential for growth. Growth stocks are stocks that the investment adviser believes have the potential for above-average capital appreciation. It normally will invest at least 80% of its net assets in securities of issuers in Europe and the Pacific Basin. The investment may invest a portion of its assets in common stocks and other securities of companies in emerging markets.

Vanguard Target Retirement Income Investor Fund

The investment seeks to provide current income and some capital appreciation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors currently in retirement. Its indirect bond holdings are a diversified mix of short-, intermediate-, and long-term U.S. government, U.S. agency, and investment-grade U.S. corporate bonds; inflation-protected public obligations issued by the U.S. Treasury; mortgage-backed and asset-backed securities; and government, agency, corporate, and securitized investment-grade foreign bonds issued in currencies other than the U.S. dollar.

Vanguard Target Retirement 2020 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2020 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2025 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2025 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2030 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2030 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2035 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2035 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

 

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Vanguard Target Retirement 2040 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2040 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2045 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2045 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2050 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2050 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2055 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2055 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2060 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2060 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2065 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2065 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

 

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Vanguard Target Retirement 2070 Investor Fund

The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds (underlying funds) according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2070 (the target year). The fund’s asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Lord Abbett Short Duration Income R6 Fund

The investment seeks a high level of income consistent with preservation of capital. The fund invests in various types of short duration debt (or fixed income) securities. It invests at least 65% of its net assets in investment grade debt securities including corporate debt securities of U.S. issuers; corporate debt securities of non-U.S. (including emerging market) issuers that are denominated in U.S. dollars; mortgage backed, mortgage-related, and other asset-backed securities; and securities issued or guaranteed by the U.S. government, its agencies and instrumentalities; and inflation-linked investments.

Vanguard Federal Money Market Investor Fund

The investment seeks to provide current income while maintaining liquidity and a stable share price of $1. The fund invests primarily in high-quality, short-term money market instruments. Under normal circumstances, at least 80% of the fund’s assets are invested in securities issued by the U.S. government and its agencies and instrumentalities. The adviser maintains a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less. The fund generally invests 100% of its assets in U.S. government securities and therefore will satisfy the 99.5% requirement for designation as a government money market fund.

Capital Research and Management Company American Funds Capital World Bond R6 Fund

The investment seeks to provide a high level of total return consistent with prudent investment management. The fund will invest at least 80% of its assets in bonds and other debt securities, which may be represented by derivatives. It invests primarily in debt securities, including asset-backed and mortgage-backed securities and securities of governmental, supranational and corporate issuers denominated in various currencies, including U.S. dollars.

Vanguard Long-Term Investment-Grade Bond Admiral Fund

The investment seeks to provide a high and sustainable level of current income. Under normal circumstances, the fund will invest at least 80% of its assets in investment-grade securities (those of medium and high quality). It may invest in derivatives instruments, such as options, futures contracts, and other swap agreements. The fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of securities for the fund.

Dodge & Cox Income X Fund

The investment seeks a high and stable rate of current income, consistent with long-term preservation of capital; a secondary objective is capital appreciation. The fund invests in a diversified portfolio of bonds and other debt securities. The fund will invest at least 80% of its total assets in (1) investment-grade debt securities and (2) cash equivalents. “Investment grade” means securities rated Baa3 or higher by Moody’s Investors Service, or BBB- or higher by Standard & Poor’s Ratings Group or Fitch Ratings, or equivalently rated by any nationally recognized statistical rating organization, or, if unrated, deemed to be of similar quality by Dodge & Cox.

An investment in any of the funds listed above is not a bank deposit or savings account and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Massachusetts Depositors Insurance Fund or any other government agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above.

 

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Narragansett Bancorp Stock Fund

In connection with the reorganization and stock offering, the 401(k) Plan now offers the Narragansett Bancorp, Inc. Stock Fund as an additional choice among the investment options described above. The Narragansett Bancorp, Inc. Stock Fund invests primarily in the shares of common stock of Narragansett Bancorp. In connection with the reorganization and stock offering, you may, in the manner described earlier, elect to direct the 401(k) Plan trustee to invest up to 75% of your 401(k) Plan account in the Narragansett Bancorp, Inc. Stock Fund.

As of the date of this prospectus supplement, there is no established market for Narragansett Bancorp common stock. Accordingly, there is no record of the historical performance of the Narragansett Bancorp, Inc. Stock Fund. Performance of the Narragansett Bancorp, Inc. Stock Fund will depend on a number of factors, including the consolidated financial condition and profitability of Narragansett Bancorp and BayCoast Bank and market conditions for shares of Narragansett Bancorp common stock generally.

Investments in the Narragansett Bancorp, Inc. Stock Fund involve special risks common to investments in the shares of common stock. In deciding to invest a part of your account balance in the Narragansett Bancorp, Inc. Stock Fund, you should carefully consider the information set forth on page [#] of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities – The Importance of Diversifying Your Retirement Savings.”

For a discussion of material risks you should consider, see “Risk Factors” beginning on page [#] of the attached prospectus and the section of this prospectus supplement entitled “Notice of Your Rights Concerning Employer Securities” below.

Withdrawals from the 401(k) Plan

Applicable federal law requires the 401(k) Plan to impose substantial restrictions on the right of a 401(k) Plan participant to withdraw amounts held for his or her benefit under the 401(k) Plan before the participant’s termination of employment with BayCoast Bank. A substantial federal tax penalty may also be imposed on withdrawals made before the participant’s attainment of age 59 ¹⁄₂, regardless of whether the withdrawal occurs during his or her employment with BayCoast Bank or after termination of employment.

Withdrawal from Your Account Before Retirement. Once you have attained age 59 ¹⁄₂, you may request distribution of all, or part of the amounts credited to your account attributable to elective deferrals and employer contributions.

Hardship Withdrawals. If you incur a financial hardship, you may request a withdrawal from the portion of your account attributable to your pre-tax (i.e., non-Roth) elective deferrals.

Rollover Contributions. You may withdraw amounts you contributed to the 401(k) Plan as a rollover contribution.

Administration of the 401(k) Plan

401(k) Plan Trustee. The trustee of the 401(k) Plan is Principal Trust Company. Principal Trust Company serves as trustee for all the investments funds under the 401(k) Plan, except that [name] will serve as trustee of the Narragansett Bancorp, Inc. Stock Fund only during the stock offering period.

Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by the 401(k) Plan administrator. The name and address of the 401(k) Plan administrator is BayCoast Bank, 330 Swansea Mall Drive, Swansea, Massachusetts 02777. The 401(k) Plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of plan records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

 

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Reports to Plan Participants. The 401(k) Plan administrator will furnish you with a statement at least quarterly showing the balance in your account as of the end of the statement period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any). In addition, you can go online at www.principal.com or call (800) 547-7754 at any time to review your account balances.

Amendment and Termination

BayCoast Bank intends to continue the 401(k) Plan indefinitely. Nevertheless, BayCoast Bank may terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then regardless of other provisions in the 401(k) Plan, you will have a fully vested interest in your account. BayCoast Bank reserves the right to make any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that BayCoast Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the 401(k) Plan requires that you receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation, or transfer.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax aspects of the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.

As a “tax-qualified retirement plan,” the Code affords the 401(k) Plan special tax treatment, including:

(1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year;

(2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3) earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

BayCoast Bank will administer the 401(k) Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

Lump-Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ¹⁄₂, and consists of the balance credited to the participant under the 401(k) Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by BayCoast Bank. The portion of any lump-sum distribution required to be included in a participant’s taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, the participant has made to the 401(k) Plan and any other profit sharing plans maintained by BayCoast Bank, which is included in the distribution.

 

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Narragansett Bancorp, Inc. Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes Narragansett Bancorp common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to Narragansett Bancorp common stock, that is, the excess of the value of Narragansett Bancorp common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of Narragansett Bancorp common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of Narragansett Bancorp common stock at the time of distribution, less the amount of any net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Narragansett Bancorp common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of Narragansett Bancorp common stock. Any gain on a subsequent sale or other taxable disposition of Narragansett Bancorp common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the 401(k) Plan to another qualified plan or to an individual retirement account (IRA) in accordance with the terms of the other plan or the IRA.

Notice of Your Rights Concerning Employer Securities

Federal law provides specific rights concerning investments in employer securities, such as Narragansett Bancorp common stock. Because you may in the future have investments in Narragansett Bancorp, Inc. Stock Fund under the Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The 401(k) Plan must allow you to elect to move any portion of your account that is invested in the Narragansett Bancorp, Inc. Stock Fund from that investment into other investment alternatives under the 401(k) Plan. You may contact the 401(k) Plan Administrator disclosed above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All the investment options under the 401(k) Plan are available to you if you decide to diversify out of the Narragansett Bancorp, Inc. Stock Fund.

The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

In deciding how to invest your retirement savings, you should take into account all your assets, including any retirement savings outside of the 401(k) Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in Narragansett Bancorp common stock through the 401(k) Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.

 

17

Additional ERISA Considerations

As noted above, the 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plan’s assets by participants and beneficiaries. The 401(k) Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as BayCoast Bank, the 401(k) Plan Administrator, or the 401(k) Plan’s trustee, is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

Because you will be entitled to invest all or a portion of your account balance in the Plan in Narragansett Bancorp common stock, the regulations under Section 404(c) of ERISA require that the 401(k) Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting requirements and liability provisions on officers, directors, and persons beneficially owning more than 10% of public companies such as Narragansett Bancorp. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of Narragansett Bancorp, the individual must file a Form 3 reporting initial beneficial ownership with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales, and gifts, generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or in limited circumstances, annually on a Form 5 within 45 days after the close of Narragansett Bancorp’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the Narragansett Bancorp, Inc. Stock Fund of the Plan by officers and persons beneficially owning more than 10% of the common stock of Narragansett Bancorp generally must be reported to the Securities and Exchange Commission by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Narragansett Bancorp of profits realized by an officer, director or any person beneficially owning more than 10% of Narragansett Bancorp common stock resulting from non-exempt purchases and sales of Narragansett Bancorp common stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Except for distributions of Narragansett Bancorp common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons subject to Section 16(b) are required to hold shares of Narragansett Bancorp common stock distributed from the 401(k) Plan for six months following such distribution and are prohibited from directing additional purchases within the Narragansett Bancorp, Inc. Stock Fund for six months after receiving such a distribution.

Financial Information Regarding 401(k) Plan Assets

Financial information regarding the net assets available for 401(k) Plan benefits and the change in net assets available for 401(k) Plan benefits is available upon written request to the 401(k) Plan Administrator at the address shown above.

 

18

LEGAL OPINION

The validity of the issuance of the Narragansett Bancorp common stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm acted as special counsel to Narragansett Bancorp in connection with Narragansett Bancorp’s stock offering.

 

19

PROSPECTUS

 

(Proposed Holding Company for BayCoast Bank)

Up to 7,912,000 Shares of Common Stock

(Subject to increase to up to 9,098,800 shares)

Narragansett Bancorp, Inc., a newly formed Maryland corporation, is offering up to 7,912,000 shares of its common stock for sale at $10.00 per share on a best efforts basis. The shares are being offered as part of the reorganization of BayCoast Bank and Narragansett Financial Corporation into a two-tier holding company structure, with Narragansett Bancorp, Inc. to be a mid-tier stock holding company whose stock will be partially owned by public stockholders.

The shares being offered represent 43% of the shares of common stock of Narragansett Bancorp, Inc. that will be outstanding following the offering. We will also contribute 2% of our outstanding shares of common stock and $600,000 in cash to a charitable foundation that we are forming in connection with the reorganization and offering. The remaining 55% of our outstanding common stock will be owned by Narragansett Financial Corporation, the existing Massachusetts-chartered mutual holding company for BayCoast Bank. These percentages will not be affected by the number of shares we sell in the offering.

We must sell a minimum of 5,848,000 shares to complete the offering. We may sell up to 9,098,800 shares to reflect demand for the shares or changes in market conditions following the commencement of the offering, without resoliciting subscribers.

There is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol “NARA” upon conclusion of the offering. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act. In addition, we will qualify as a “controlled company” within the meaning of the Nasdaq Stock Market corporate governance guidelines.

We are offering the shares of common stock in a “subscription offering” to eligible depositors of BayCoast Bank and to BayCoast Bank’s employee stock ownership plan. Depositors who had accounts with aggregate balances of at least $50 at the close of business on May 31, 2025 will have first priority to purchase shares of common stock of Narragansett Bancorp, Inc. Employees, officers, directors, trustees and corporators of BayCoast Bank and Narragansett Financial Corporation also have rights to purchase shares in the subscription offering, subject to the priority rights of depositors and the employee stock ownership plan. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to residents of the communities served by BayCoast Bank. To the extent any shares offered for sale are not purchased in the subscription or community offerings, they may be offered for sale through a syndicate of broker dealers, referred to as a “syndicated offering” in this prospectus.

The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered by any person in the offering, or persons exercising subscription rights through a single deposit account, is 30,000 shares ($300,000), and no person together with associates or a group of persons acting in concert may purchase more than 50,000 shares ($500,000).

The offering is scheduled to expire at 12:00 noon, Eastern Time, on [expiration date]. We may extend the expiration date without notice to you, until [extension date]. The offering must be completed by [final extension date], unless we receive regulatory approval for a further extension. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [extension date], or the number of shares of common stock to be sold is increased to more than 9,098,800 shares or decreased to less than 5,848,000 shares. If the offering is extended beyond [extension date], all subscribers will be notified and given an opportunity to confirm, cancel or change their orders. If you do not respond to this notice, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 9,098,800 shares or decreased to less than 5,848,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest. Funds submitted for the purchase of shares in the offering will be held in a segregated account at BayCoast Bank and will earn interest at 0.10% until completion or termination of the offering.

Piper Sandler & Co. will use its best efforts to assist us in selling our common stock, but is not obligated to purchase any of the common stock that is being offered for sale. In addition, our officers, directors, trustees and employees may participate in the solicitation of offers to purchase common stock in reliance upon Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. Subscribers will not pay any commissions to purchase shares of common stock in the offering.

OFFERING SUMMARY

Price: $10.00 per share

 

		Minimum				Midpoint				Maximum				Adjusted Maximum
Number of shares			5,848,000				6,880,000				7,912,000				9,098,800
Gross offering proceeds		$	58,480,000			$	68,800,000			$	79,120,000			$	90,988,000
Estimated offering expenses, excluding selling agent fees and expenses		$	2,050,000			$	2,050,000			$	2,050,000			$	2,050,000
Selling agent fees and expenses (1)(2)		$	951,134			$	1,078,790			$	1,206,446			$	1,353,250
Estimated net proceeds		$	55,478,866			$	65,671,210			$	75,863,554			$	87,584,750
Estimated net proceeds per share		$	9.49			$	9.55			$	9.59			$	9.63

(1)	See “The Reorganization and Offering—Plan of Distribution; Selling Agent Compensation” for a discussion of Piper Sandler & Co.’s compensation for this offering and the compensation to be received by Piper Sandler & Co. and the other broker-dealers who may participate in a syndicated offering.

(2)	Excludes record agent fees and expenses paid to Piper Sandler & Co. See “The Reorganization and Offering—Plan of Distribution; Selling Agent Compensation.”

THIS INVESTMENT INVOLVES A DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

PLEASE READ “RISK FACTORS” BEGINNING ON PAGE 19.

THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, ANY OTHER GOVERNMENTAL AGENCY OR THE DEPOSITORS INSURANCE FUND. NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, THE MASSACHUSETTS COMMISSIONER OF BANKS, THE FEDERAL DEPOSIT INSURANCE CORPORATION NOR ANY STATE SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

For assistance, please contact the Stock Information Center at [stock center number].

The date of this prospectus is [prospectus date].

93 95 MASSACHUSETTS 495 95 BOSTON bank. 90 90 95 495 FOXBOROUGH 295 NORTH DIGHTON PROVIDENCE • • BERKLEY • SEEKONK 495 195 CRANSTON SWANSEA SOMERSET 195 FALL RIVER • NEW BEDFORD BBRISTOL TIVERTON* • FAIRHAVEN DARTMOUTH PORTSMOUTH • WESTPORT RHODE ISLAND LITTLE COMPTON ^ NEWPORT BERKLEY,MA FAIRHAVEN,MA FOXBOROUGH,MA PORTSMOUTH,RI SWANSEA, MA 2 Locust St. 75 Alden Rd. 8 Foxborough Blvd. 1430 E Main Rd. BayCoast Place Berkley, MA Fairhaven, MA Foxborough, MA Portsmouth, RI 330 Swansea Mall Dr. Swansea, MA BRISTOL, RI FALLRIVER,MA LITTLECOMPTON, RI PROVIDENCE, RI 554 Wilb A 601HopeSt. 310 Airport Rd. 2 Meeting house Ln. 78 Dorrance St. Bristol, RI Fall River, MA Little Compton, RI Providence, RI 1485PleasantSt. WESTPORT,MA CRANSTON,RI rlln. NEWBEDFORD,MA SEEKONK,MA .’ FallRiver,MA 787 MainRd. 85 Sockanosset Cross Rd. 1000Ashley Blvd. 110TauntonAve. m Westport,MA Cranston, RI River’s Edge New Bedford, MA Seekonk, MA 20TurnerSt. 23ElmSt. TIVERTON,RI DARTMOUTH,MA FallRiver, MA SOMERSET,MA NewBedford,MA 1 Crandall Rd. 714DartmouthSt. Somerset Plaza 490 RobesonSt. Tiverton, RI Dartmouth, MA 921 G.A.R. Highway , Fall River, MA NEWPORT, RI 299 State Rd. 137 Broadway Route 6 335 Stafford Rd. Somerset, MA Dartmouth, MA Newport, RI Fall River, MA H 81 Troy St. NORTH DIGHTON, MA Fall River, MA 438 Spring St. North Dighton, MA

TABLE OF CONTENTS

 

SUMMARY			1
RISK FACTORS			19
SELECTED FINANCIAL AND OTHER DATA			46
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			48
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING			50
OUR POLICY REGARDING DIVIDENDS			52
MARKET FOR THE COMMON STOCK			53
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE OF BAYCOAST BANK			54
CAPITALIZATION			55
PRO FORMA DATA			56
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION			61
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			62
BUSINESS OF NARRAGANSETT FINANCIAL CORPORATION			78
BUSINESS OF NARRAGANSETT BANCORP, INC.			78
BUSINESS OF BAYCOAST BANK			79
TAXATION			99
SUPERVISION AND REGULATION			100
MANAGEMENT			112
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS			123
THE REORGANIZATION AND OFFERING			124
THE CHARITABLE FOUNDATION			143
RESTRICTIONS ON THE ACQUISITION OF NARRAGANSETT BANCORP, INC. AND BAYCOAST BANK			146
DESCRIPTION OF CAPITAL STOCK OF NARRAGANSETT BANCORP, INC.			152
TRANSFER AGENT AND REGISTRAR			153
LEGAL AND TAX MATTERS			154
EXPERTS			154
WHERE YOU CAN FIND MORE INFORMATION			154
REGISTRATION REQUIREMENTS			154
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF NARRAGANSETT FINANCIAL CORPORATION			F-1

 

i

SUMMARY

The following summary provides material information regarding the offering of common stock by Narragansett Bancorp, Inc. and the business of BayCoast Bank. The summary may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including the consolidated financial statements and the notes to the financial statements of BayCoast Bank, and the section entitled “Risk Factors.” In certain circumstances, where appropriate, the terms “we, “us” and “our” refer collectively to Narragansett Financial Corporation, Narragansett Bancorp, Inc., BayCoast Bank or to any of those entities, depending on the context.

The Companies

Narragansett Financial Corporation

Narragansett Financial Corporation has been the Massachusetts-chartered mutual holding company of BayCoast Bank since 1998. Upon completion of the reorganization and offering, Narragansett Financial Corporation will own 55% of Narragansett Bancorp, Inc.’s common stock. Narragansett Financial Corporation is a non-stock company that will be required by law to own a majority of the outstanding voting stock of Narragansett Bancorp, Inc. for so long as Narragansett Financial Corporation remains in existence. Narragansett Financial Corporation, through its board of trustees, will be able to exercise voting control over virtually all matters put to a vote of stockholders of Narragansett Bancorp, Inc.

Narragansett Financial Corporation is subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks and the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”).

At March 31, 2026, on a consolidated basis, Narragansett Financial Corporation had total assets of $2.90 billion, total deposits of $2.47 billion and total retained earnings of $186.6 million. We had net income of $1.2 million, $6.0 million and $5.3 million for the three months ended March 31, 2026 and the years ended December 31, 2025 and 2024, respectively.

Narragansett Bancorp, Inc.

This offering is being made by Narragansett Bancorp, Inc., a Maryland corporation that was incorporated in June 2026 as part of the reorganization and offering.

Upon completion of the reorganization and offering, Narragansett Bancorp, Inc. will become the bank holding company for BayCoast Bank and will own all the outstanding shares of capital stock of BayCoast Bank. To date, Narragansett Bancorp, Inc. has engaged in organizational activities only. Narragansett Bancorp, Inc.’s primary business activity will be to own all the outstanding shares of capital stock of BayCoast Bank. Narragansett Bancorp, Inc. will be authorized to engage in any other business activities that are permissible for bank holding companies under Massachusetts and federal law.

Upon completion of the reorganization and offering, Narragansett Financial Corporation will own 55% and public stockholders will own 43% of Narragansett Bancorp, Inc.’s common stock. Public stockholders will not be able to exercise voting control over most matters put to a vote of stockholders.

Narragansett Bancorp, Inc. will be subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks and the Federal Reserve Board.

Narragansett Bancorp, Inc.’s website address will be https://baycoast.bank. Information on our website is not and should not be considered a part of this prospectus.

 

1

BayCoast Bank

BayCoast Bank is a Massachusetts-chartered savings bank headquartered in Swansea, Massachusetts. BayCoast Bank was originally chartered in 1851, and operates from its main office and 25 full-service branch banking offices in the South Coast of Massachusetts and the State of Rhode Island, as well as two loan production offices in Massachusetts and Rhode Island.

BayCoast Bank’s business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in commercial real estate loans, multi-family residential real estate loans, one- to four-family residential real estate loans, home equity loans and lines of credit, commercial business loans, construction loans and consumer loans, as well as in investment securities.

BayCoast Bank has a number of non-interest income business lines operated through subsidiaries of BayCoast Bank that also expand our customer relationships. BayCoast Mortgage Company, LLC (“BayCoast Mortgage”), which originates and sells conforming and jumbo residential mortgages; Plimoth Trust Company, LLC, d/b/a Plimoth Investment Advisors (“Plimoth Investment Advisors”), which provides investment management and trust services; BayCoast Insurance, LLC (“BayCoast Insurance”), an indirect subsidiary of BayCoast Bank, which provides insurance products to consumers and businesses; Priority Funding, LLC (“Priority Funding”), which originates and sells manufactured home loans; and Teamwork Funding, LLC (“Teamwork Funding”), a wholly owned subsidiary of Priority Funding, which provides broker lender services for manufactured home loans and primarily conducts business in Arizona; and Stack Ally, LLC (“Stack Ally”), which has been established to provide data integration and automation solutions to organizations.

We consider the South Coast of Massachusetts and the State of Rhode Island as BayCoast Bank’s primary market area for lending and gathering deposits. As of March 31, 2026, BayCoast Mortgage operated in 11 states and Priority Funding operated in 21 states.

BayCoast Bank is subject to comprehensive regulation and examination by the Massachusetts Commissioner of Banks and the Federal Deposit Insurance Corporation (the “FDIC”).

BayCoast Bank’s main office is located at 330 Swansea Mall Drive, Swansea, Massachusetts 02777, and our telephone number is (888) 806-2872. BayCoast Bank’s website address is https://baycoast.bank. Information on our website is not and should not be considered a part of this prospectus.

Our Reorganization and Offering

Currently, BayCoast Bank is wholly owned by Narragansett Financial Corporation, a mutual holding company with no stockholders. We will establish Narragansett Bancorp, Inc. as part of the reorganization of BayCoast Bank and Narragansett Financial Corporation into a two-tier mutual holding company structure, whereby Narragansett Financial Corporation will contribute all of BayCoast Bank’s stock held by Narragansett Financial Corporation to Narragansett Bancorp, Inc. Following the reorganization, BayCoast Bank will become a wholly-owned subsidiary of Narragansett Bancorp, Inc., and Narragansett Bancorp, Inc. will be a majority-owned subsidiary of Narragansett Financial Corporation. Corporators’ voting rights in Narragansett Financial Corporation will remain the same after the reorganization.

We are conducting the reorganization and offering under the terms of a plan of holding company reorganization and plan of stock issuance (the “plan of reorganization”), which is subject to approval by Narragansett Financial Corporation’s corporators. In addition, the reorganization and offering is subject to the approval of the Massachusetts Commissioner of Banks and the Board of Governors of the Federal Reserve System, or the “Federal Reserve Board.”

In connection with the reorganization, we are offering for sale shares of common stock of Narragansett Bancorp, Inc. at a price of $10.00 per share. All investors will pay the same price per share in the offering. See “—Terms of the Offering.”

 

2

In a mutual holding company reorganization and offering, only a minority interest in the stock of a mutual holding company subsidiary is sold to the public. Under Federal and Massachusetts law and regulation, our mutual holding company, Narragansett Financial Corporation, must own a majority of our outstanding common stock for as long as Narragansett Financial Corporation remains in existence. Consequently, the shares that we are permitted to sell in the offering represent a minority of the shares of Narragansett Bancorp, Inc. that will be outstanding when the offering is completed. Based on an evaluation of our capital needs, our board of directors has decided that 43% of our outstanding shares of common stock will be offered for sale in the offering, 2% of our outstanding shares will be contributed to a charitable foundation to be formed in connection with the reorganization and offering, and 55% of our shares will be retained by Narragansett Financial Corporation. Our board of directors has determined that offering a minority of our outstanding shares of common stock for sale in the offering will better enable management to effectively reinvest the capital raised in the offering.

Our Organizational Structure

The following diagram shows our proposed organizational structure following the completion of the reorganization and offering.

 

Business Strategy

As one of the oldest community banks in New England and the United States, we believe that our reputation for providing personalized customer service is our strongest asset and our most effective strategy to continue to grow and be a profitable bank.

Subject to market conditions, we will continue our focus on growing our balance sheet and improving profitability by continuing to originate one- to four-family residential mortgage loans and increasing the origination of multi-family and commercial real estate loans. Additionally, we intend to supplement revenue growth through our non-interest income business lines, which are operated through direct and indirect subsidiaries of BayCoast Bank: mortgage lending (BayCoast Mortgage), wealth management services (Plimoth Investment Advisors), manufactured home financing (Priority Funding), and insurance (BayCoast Insurance).

These businesses help deepen customer relationships, broaden engagement, and support our long-term stability.

 

3

The proceeds from the stock offering will enable us to continue to implement our prudent growth strategy, and we plan to employ the following strategies to enhance profitability and deepen our relationships with our clients:

 

•

Operational Discipline and Scalability. We will continue to diversify our commercial and industrial loan portfolio by targeting new industries and expanding our reach across broader commercial client segments while improving operational productivity by deploying upgraded systems and automating core workflows. We believe that streamlining our processes will reduce our cost-to-serve while maintaining asset quality.

 

•

Revenue Diversification and Earnings Resilience. We continue to focus on growing our fee-based businesses in order to generate consistent, non-cyclical earnings.

 

•

Relationship Depth and Deposit Strength. We want to serve as the central financial hub for our clients. By delivering comprehensive, personalized solutions—ranging from advanced treasury management for commercial clients to tailored advisory services for retail clients—we deepen our relationship with existing clients and can capture a larger share of wallet and transition single-product users into primary banking relationships. This approach directly improves our core deposit strength, generating the stable, low-cost funding necessary for our lending initiatives, optimizes our capital structure, and strengthens long-term liquidity.

 

•

Customer and Community Impact. We are committed to delivering exceptional customer experiences alongside robust financial inclusion initiatives. By expanding access to tailored banking solutions and launching targeted financial education programs, we empower underserved populations and local businesses to achieve their financial goals. This proactive community engagement not only fosters long-term client loyalty, but also ensures that our institutional growth remains aligned with the economic well-being and prosperity of the communities we serve.

Our vision is to be the preferred financial partner and workplace in our market, deepening customer relationships to expand financial engagement, drive sustainable growth, and deliver exceptional value for our shareholders, customers, employees, and the communities we serve.

Reflecting our focus on our community, in connection with the offering, we intend to establish a charitable foundation called BayCoast Charitable Foundation, Inc., and to fund it with $600,000 in cash and a number of shares of our common stock equal to 2% of the shares that will be outstanding following the completion of the offering. The purpose of this foundation will be to make contributions to support various charitable organizations operating in our community now and in the future.

A full description of our products and services can be found under “Business of BayCoast Bank.”

Reasons for the Reorganization and Offering

The primary reasons for our decision to conduct the reorganization and the offering are to:

 

•

facilitate our ability to repay subordinated debt currently held by Narragansett Financial Corporation, which totaled $95.0 million at March 31, 2026; and which will be transferred to Narragansett Bancorp, Inc. upon or shortly following the completion of the reorganization and offering;

 

•

enhance our capital base;

 

•

offer our depositors, employees, management, directors, trustees and corporators an opportunity to purchase an equity ownership interest in BayCoast Bank and, thereby, an economic interest in our future success;

 

4

•

support our local communities through a contribution to a new charitable foundation that we will organize in connection with the reorganization and offering, which should enable the communities that we serve to share in our long-term growth; and

 

•

increase our flexibility to structure and finance the expansion of our operations.

Providing local customers and other residents with an opportunity to become indirect equity owners of BayCoast Bank, and thereby participate in possible stock price appreciation, is consistent with our objective of being a locally-owned financial institution serving local financial needs. The board of directors and senior management believe that, through local stock ownership, current customers and non-customers who purchase common stock will seek to enhance the financial success of BayCoast Bank by providing their banking business and increasing referrals to BayCoast Bank.

Subject to stockholder approval following the completion of the offering, we believe we would also be better able to retain and attract qualified personnel by establishing stock-based benefit plans for management and employees.

The capital raised in the offering is expected to provide us with additional capital to support the origination of new loans and higher lending limits, support the growth of our banking franchise, provide an additional cushion against unforeseen risks and expand our asset and deposit base.

The two-tier mutual holding company structure allows Narragansett Financial Corporation to continue to borrow funds, on a secured and unsecured basis and/or to issue debt. In addition, Narragansett Bancorp, Inc. may also borrow funds and/or issue debt or capital stock to the public or in a private placement, although any issuance of capital stock would require regulatory approval. The proceeds of any such borrowings, debt issuance or capital stock issuance may be contributed to BayCoast Bank as core capital for regulatory capital purposes. We have not made a determination to borrow funds or issue debt or additional capital stock at the present time. However, at March 31, 2026, Narragansett Financial Corporation had outstanding $95.0 million of subordinated debt, which will be transferred to Narragansett Bancorp, Inc. at or shortly following the completion of the reorganization.

Terms of the Offering

We are offering between 5,848,000 and 7,912,000 shares of common stock of Narragansett Bancorp, Inc. to eligible depositors of BayCoast Bank, our employee stock ownership plan and employees, officers, directors, trustees and corporators of BayCoast Bank and Narragansett Financial Corporation, and we may offer shares to the public to the extent shares remain available, with a preference given first to natural persons (including trusts of natural persons) residing in the communities where our branch offices are located. We may increase the maximum number of shares that we sell in the offering by up to 15%, to 9,098,800 shares, as a result of demand for the shares of common stock in the offering or changes in market conditions, including those for financial institution stocks. Subscription priorities have been established for the allocation of common stock to the extent the subscription offering is oversubscribed. See “The Reorganization and Offering—Subscription Offering and Subscription Rights” for a description of allocation procedures in the event of an oversubscription.

If the offering is extended beyond [extension date], all subscribers will be notified and given an opportunity to confirm, cancel or change their orders. If you do not respond to this notice, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 9,098,800 shares or decreased to less than 5,848,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest.

All investors will pay the same $10.00 purchase price per share, regardless of whether the shares are purchased in the subscription offering, the community offering or a syndicated offering. Investors will not be charged a commission to purchase shares of common stock. Piper Sandler & Co., our marketing agent in connection with the offering (“Piper Sandler”), will use its best efforts to assist us in selling our shares of common stock, but Piper Sandler is not obligated to purchase any shares in the offering.

 

5

How We Determined the Offering Range and the $10.00 Price Per Share

The amount of common stock we are offering for sale is based on an independent appraisal of our pro forma market value prepared by RP Financial, LC. (“RP Financial”), a firm experienced in appraisals of financial institutions. RP Financial is of the opinion that as of May 4, 2026, and assuming we sell a minority of our shares in the offering, the estimated pro forma market value of the common stock of Narragansett Bancorp, Inc., including the shares to be contributed to the charitable foundation, was $160.0 million. Based on applicable regulations, this market value forms the midpoint of a valuation range with a minimum of $136.0 million and a maximum of $184.0 million.

Our board of directors determined that the common stock should be sold at $10.00 per share and that 43% of the outstanding shares of Narragansett Bancorp, Inc. common stock should be offered for sale in the offering and 55% of the outstanding shares should be held by Narragansett Financial Corporation, with 2% of the outstanding shares being held by the charitable foundation. Therefore, based on the valuation range, the number of shares of Narragansett Bancorp, Inc. common stock that will be sold in the offering will range from 5,848,000 shares to 7,912,000 shares. If demand for the shares or market conditions warrant, our appraised value can be increased by up to 15%, which would result in an appraised value of $211.6 million and an offering of 9,098,800 shares of common stock. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual holding company reorganizations and offerings and mutual-to-stock conversions.

The appraisal is based in part on our financial condition and results of operations, the pro forma effect of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of ten publicly traded bank holding companies, savings and loan holding companies and savings banks that RP Financial considers comparable to Narragansett Bancorp, Inc. on a pro forma basis. See “The Reorganization and Offering—How We Determined the Stock Pricing and the Number of Shares to be Issued.” The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market. Unless otherwise indicated, total assets are as of March 31, 2026.

 

Company Name		Ticker Symbol		Headquarters		Total Assets
						(In millions)
ECB Bancorp, Inc.		ECBK		Everett, MA		$	1,650
FS Bancorp, Inc.		FSBW		Mountlake Terrace, WA			3,204
Hingham Institution for Savings		HIFS		Hingham, MA			4,548
Kearny Financial Corp.		KRNY		Fairfield, NJ			7,608
Northeast Community Bancorp, Inc.		NECB		White Plains, NJ			2,205
Riverview Bancorp, Inc.		RVSB		Vancouver, WA			1,464
Timberland Bancorp, Inc.		TSBK		Hoquiam, WA			2,046
TrustCo Bank Corp NY		TRST		Glenville, NY			6,508
Waterstone Financial, Inc.		WSBF		Wauwatosa, WI			2,251
Western New England Bancorp, Inc.		WNEB		Westfield, MA			2,765

In applying each of the valuation methods, RP Financial considered adjustments to the pro forma market value based on a comparison of Narragansett Bancorp, Inc. with the peer group. RP Financial advised the board of directors that the valuation conclusion included the following adjustments relative to the peer group. RP Financial made a moderate downward adjustment for profitability, growth and viability of earnings and slight downward adjustments for financial condition, asset growth and dividends. RP Financial made no adjustments for liquidity of the shares, marketing of the issue, management, primary market area, and effect of government regulations and regulatory reform. The downward adjustment for profitability, growth and viability of earnings took into consideration Narragansett Bancorp, Inc.’s less favorable efficiency ratio and lower pro forma returns as a percent of assets and equity relative to the comparable peer group measures. The downward adjustment for financial condition took into consideration Narragansett Bancorp, Inc.’s lower pro forma tangible equity-to-assets ratio and less favorable credit quality measures. The downward adjustment for dividends took into consideration the mutual

 

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holding company ownership structure and dividend waiver regulations in place for mutual holding companies that impact minority ownership ratios, in comparison to the fully-converted peer group companies, as well Narragansett Bancorp, Inc.’s lower pro forma return as a percent of assets and lower pro forma equity-to-assets ratio. The downward adjustment for asset growth took into consideration Narragansett Bancorp, Inc.’s lower historical asset growth and lower pro forma leverage capacity based on its lower pro forma equity-to-assets ratio.

The independent valuation appraisal considered the pro forma impact of the offering. Consistent with federal appraisal guidelines, the appraisal considers three primary methodologies: (i) the pro forma price-to-book value approach applied to both reported book value and tangible book value; (ii) the pro forma price-to-earnings approach applied to reported and core earnings; and (iii) the pro forma price-to-assets approach. The market value ratios applied in the utilized methodologies were based upon the current market valuations of the peer group companies identified by RP Financial, subject to valuation adjustments applied by RP Financial to account for differences between us and our peer group. RP Financial placed the greatest emphasis on the price-to-book value and price-to earnings approaches in estimating pro forma market value. RP Financial did not consider a pro forma price-to-assets approach to be as meaningful in preparing the appraisal, as this approach is more meaningful when a company has low equity or earnings. The price-to-assets approach is less meaningful for a company like us, as we have equity in excess of regulatory capital requirements.

To account for the unique characteristics of publicly-traded shares of a mutual holding company, RP Financial included in its appraisal the pricing ratios of Narragansett Bancorp, Inc. on both a non-fully converted basis and a fully converted basis and compared each to non-fully converted and fully converted pricing ratios of the peer group. The decision to also provide Narragansett Bancorp, Inc.’s and the peer group’s pricing ratios on a fully converted basis is meant to establish the pro forma market value range of 100% of the shares of Narragansett Bancorp, Inc., which forms the basis for determining the offering range. Tables presenting select pricing ratios of Narragansett Bancorp, Inc. on both a non-fully converted basis and a fully converted basis and comparing such ratios to similar ratios for the peer group are set forth below.

The following table presents a summary of selected pricing ratios for the peer group companies and for us on a non-fully converted basis (i.e. the table assumes that 43% of our outstanding shares of common stock are issued in the offering, as opposed to 100% of our outstanding shares of common stock). Price-to-earnings multiples are calculated on a trailing twelve-month basis for the twelve months ended March 31, 2026, such that information with respect to Narragansett Bancorp, Inc. will be different than information presented in “Pro Forma Data.” These figures are from the RP Financial appraisal report.

Compared to the average pricing ratios of the peer group, and based upon the information in the following table, our pro forma pricing ratios at the midpoint of the offering range indicated a premium of 77.6% on a non-fully converted price-to-earnings multiple, a discount of 33.8% on a non-fully converted price-to-book value basis and a discount of 28.6% on a non-fully converted price-to-tangible book value basis.

 

		Non-Fully Converted Pro Forma Price-to-Earnings Multiple				Non-Fully Converted Pro Forma Price-to-Book Value Ratio				Non-Fully Converted Pro Forma Price-to-Tangible Book Value Ratio
Narragansett Bancorp, Inc.
Adjusted Maximum			31.39	x			80.45	%			90.01	%
Maximum			27.63				72.89				81.97
Midpoint			24.28				65.70				74.24
Minimum			20.86				58.00				65.88
Valuation of peer group companies as of May 4, 2026
Averages			13.67	x			99.21	%			104.02	%
Medians			14.11				94.80				97.43

The following table presents a summary of selected pricing ratios for the peer group companies, as of and for the same periods reflected in the above table, and the resulting pricing ratios for Narragansett Bancorp, Inc. on a fully converted equivalent basis. Comparing our pricing ratios to the peer group companies on a fully-converted basis removes the distortion created by comparing a company that sold approximately 43% of its outstanding common stock in a minority offering (such as we plan to do) with companies that sold a different percentage of their outstanding common stock. However, repurchases by the peer group companies of shares of their common stock after their respective offerings can distort the comparison.

 

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Compared to the average pricing ratios of the peer group, and based upon the information in the following table, our pro forma pricing ratios at the midpoint of the offering range indicated a premium of 60.4% on a fully converted price-to-earnings multiple, a discount of 49.7% on a fully converted price-to-book basis and a discount of 47.4% on a fully converted price-to-tangible book value basis.

 

		Fully Converted Pro Forma Price-to-Earnings Multiple				Fully Converted Pro Forma Price-to-Book Value Ratio				Fully Converted Pro Forma Price-to-Tangible Book Value Ratio
Narragansett Bancorp, Inc.
Adjusted Maximum			27.64	x			58.14	%			62.97	%
Maximum			24.65				54.00				58.82
Midpoint			21.92				49.90				54.67
Minimum			19.06				45.25				49.90
Valuation of peer group companies as of May 4, 2026
Averages			13.67	x			99.21	%			104.02	%
Medians			14.11				94.80				97.43

The fully converted pro forma calculations for Narragansett Bancorp, Inc. are based on the following assumptions:

 

•

A number of shares equal to 8% of the aggregate of the shares sold in a full conversion and contributed to the charitable foundation are purchased by the employee stock ownership plan, with the expense to be amortized over 20 years; and

 

•

A number of restricted stock awards equal to 4% of the aggregate of the shares sold in a full conversion and contributed to the charitable foundation are purchased by a stock-based benefit plan, with the expense to be amortized over five years.

The independent appraisal does not indicate market value. Our common stock may not trade at or above the $10.00 purchase price after the offering. Furthermore, the pricing ratios presented in the appraisal were used by RP Financial to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Reorganization and Offering—How We Determined the Stock Pricing and the Number of Shares to be Issued.”

How We Intend to Use the Proceeds from the Offering

We intend to invest at least 50% of the net proceeds from the offering in BayCoast Bank, fund a loan to our employee stock ownership plan to finance its purchase of shares of common stock in the offering, contribute $600,000 to the charitable foundation and retain the remainder of the net proceeds from the offering. Therefore, assuming we sell 7,912,000 shares of common stock at the maximum of the offering range, and we have net proceeds of $79.1 million, we intend to invest $37.9 million in BayCoast Bank, loan $6.6 million to our employee stock ownership plan to fund its purchase of shares in the offering, contribute $600,000 to the charitable foundation and retain the remaining $30.7 million of the net proceeds at Narragansett Bancorp, Inc. Narragansett Bancorp, Inc. primarily will use the proceeds it retains to repay subordinated debt currently held by Narragansett Financial Corporation, which totaled $95.0 million at March 31, 2026, and will initially deposit a portion of the net proceeds of the offering at BayCoast Bank.

 

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Narragansett Bancorp, Inc. will be permitted to repurchase shares of our common stock in the future, although it generally may not do so during the first year following the offering, and such repurchases may be limited due to the subordinated debt as of March 31, 2026 that will be held at Narragansett Bancorp, Inc. following the completion of the reorganization and offering.

BayCoast Bank expects to use the net proceeds it receives to originate loans, purchase securities as permitted under its investment policy, to expand its banking franchise organically through de novo branching or through acquisitions or liftout transactions from financial services businesses, or to enhance existing, or support the growth and development of, new products and services. BayCoast Bank may also use the proceeds it receives to support new loan, deposit or other financial products and services, and for general corporate purposes.

BayCoast Bank does not have any plans or agreements for any specific acquisition or liftout transactions at this time. See “How We Intend to Use the Proceeds from the Offering.”

Persons Who May Order Stock in the Offering

We are offering the shares of common stock of Narragansett Bancorp, Inc. in a “subscription offering” in the following descending order of priority:

 

(1)

depositors who had accounts at BayCoast Bank with aggregate balances of at least $50 (a “Qualifying Deposit”) at the close of business on May 31, 2025 (an “Eligible Account Holder”);

 

(2)

BayCoast Bank’s tax-qualified employee benefit plans (specifically our employee stock ownership plan and 401(k) plan); and

 

(3)

employees, officers, directors, trustees and corporators of BayCoast Bank or Narragansett Financial Corporation who are not eligible under category (1).

Any shares of our common stock that remain unsold in the subscription offering may be offered for sale in a community offering that may commence concurrently with, during or promptly after the subscription offering. Natural persons residing (including trusts of natural persons and business entities with its principal place of business or headquarters) in the Massachusetts cities and towns of Acushnet, Attleboro, Avon, Bellingham, Berkley, Braintree, Brookline, Canton, Cohasset, Dartmouth, Dedham, Dighton, Dover, Easton, Fairhaven, Fall River, Foxborough, Franklin, Freetown, Holbrook, Mansfield, Medfield, Medway, Millis, Milton, Needham, New Bedford, Norfolk, North Attleboro, Norton, Norwood, Plainville, Quincy, Randolph, Raynham, Rehoboth, Seekonk, Sharon, Somerset, Stoughton, Swansea, Taunton, Walpole, Wellesley, Westport, Westwood, Weymouth and Wrentham, and the Rhode Island cities and towns of Barrington, Bristol, Burrillville, Central Falls, Cranston, Cumberland, East Providence, Foster, Glocester, Jamestown, Johnston, Lincoln, Little Compton, Middletown, Newport, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Scituate, Smithfield, Tiverton, Warren and Woonsocket will have a purchase preference in any community offering. We also may offer shares of common stock not purchased in the subscription offering or the community offering through a syndicate of brokers, in what is referred to as a “syndicated offering,” managed by Piper Sandler. We have the right to accept or reject, in our sole discretion, any orders received in the community offering or the syndicated offering. Any determination to accept or reject stock orders in the community offering or syndicated offering will be based on the facts and circumstances available to management at the determination.

To ensure proper allocation of stock, each Eligible Account Holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest at May 31, 2025. Failure to list an account or providing incorrect information could result in the loss of all or part of a subscriber’s stock allocation. We will attempt to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you had an ownership interest. Our interpretations of the terms and conditions of the plan of reorganization and of the acceptability of the order forms will be final.

 

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If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares of common stock will be allocated first to categories in the subscription offering in accordance with our plan of reorganization. A detailed description of share allocation procedures can be found in the section entitled “The Reorganization and Offering—Offering of Common Stock.”

Limits on the Amount of Common Stock You May Purchase

The minimum purchase is 25 shares of common stock. Generally, no individual, or individuals through a single qualifying account held jointly, may purchase more than $300,000 of common stock.

If any of the following persons purchase shares of common stock, their purchases when combined with your purchases cannot exceed $500,000 of common stock:

 

•

most companies, trusts or other entities in which you are a senior officer, partner, trustee or have a substantial beneficial interest; or

 

•

your spouse or relatives of you or your spouse living in your house or who is a director, trustee or senior officer of BayCoast Bank, Narragansett Bancorp, Inc. or Narragansett Financial Corporation; or

 

•

other persons or entities who may be your associates or acting in concert with you.

Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to this overall purchase limitation.

The following relatives of trustees, directors and officers will be considered “associates” of these individuals regardless of whether they share a household with the trustee, director or officer: any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. This also includes adoptive relationships.

Subject to regulatory approval, we may increase or decrease the purchase limitations in the offering at any time. A detailed discussion of the limitations on purchases of common stock by an individual and persons acting in concert is set forth under the caption “The Reorganization and Offering—Additional Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription and Community Offering

In the subscription offering and the community offering you may pay for your shares only by:

 

•

personal check, bank check or money order payable to Narragansett Bancorp, Inc.;

 

•

authorizing us to withdraw available funds (without any early withdrawal penalty) from the types of deposit account(s) maintained with BayCoast Bank designated on the stock order form; or

 

•

cash.

Cash will only be accepted at our main office, located at 330 Swansea Mall Drive, Swansea, Massachusetts, and will be converted to a bank check. Please do not submit cash by mail.

 

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BayCoast Bank is not permitted to lend funds to anyone to purchase shares of common stock in the offering. Additionally, you may not use a BayCoast Bank credit check or any type of third-party check to pay for shares of common stock. We may accept wire transfers at our sole discretion; no wire transfer will be accepted without our prior approval. You may not designate withdrawal from our accounts with check-writing privileges; instead, please submit a check. If you request a direct withdrawal, we reserve the right to interpret this as your authorization to treat those funds as if we had received a check for the designated amount and will immediately withdraw the amount from your checking account(s). You may not authorize direct withdrawal from an individual retirement account, or IRA, held at BayCoast Bank. See “—Using Retirement Account Funds to Purchase Shares of Common Stock.”

You may subscribe for shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment, received before 12:00 noon, Eastern Time, on [expiration date], which is the expiration date for the offering. You may submit your stock order form and payment by mail using the stock order reply envelope provided, by paying for overnight delivery to our Stock Information Center at the address noted on the stock order form, or by hand-delivery to the drop box at BayCoast Bank’s main office, located at 330 Swansea Mall Drive, Swansea, Massachusetts. Hand-delivered stock order forms will only be accepted at this location. Do not mail stock order forms to BayCoast Bank’s offices.

Using Retirement Account Funds to Purchase Shares of Common Stock

You may be able to subscribe for shares of common stock using funds in your IRA or other retirement account. If you wish to use some or all of the funds in your IRA or other retirement account held at BayCoast Bank, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, before you place your stock order. If you do not have such an account, you will need to establish one. A one-time and/or annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [expiration date] offering deadline, for assistance with purchases using funds in your IRA or other retirement account held at BayCoast Bank or elsewhere. Whether you may use such funds for the purchase of shares in the offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

For a complete description of how to use IRA funds to purchase shares in the offering, see “The Reorganization and Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Using Retirement Account Funds.”

Deadline for Orders of Common Stock

The deadline for submitting orders to purchase shares of the common stock in the subscription and, if held, the community offering, is 12:00 noon, Eastern Time, on [expiration date], unless we extend this deadline. If you wish to purchase shares of common stock, your properly completed and signed original stock order form, together with full payment for the shares, must be received (not postmarked) by this time. Orders received after 12:00 noon, Eastern Time, on [expiration date] will be rejected unless the offering is extended.

Although we will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 12:00 noon, Eastern Time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights and provide them such materials.

See “The Reorganization and Offering—Procedure for Purchasing Shares in the Subscription and Community Offerings—Expiration Date” for a complete description of the deadline for purchasing shares in the offering.

 

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Once Submitted, Your Stock Purchase Order May Not Be Revoked Except Under Limited Circumstances

Funds that you submit to purchase shares of our common stock in the offering will be held in a segregated account until the termination or completion of the offering, including any extension of the expiration date. Because completion of the offering is subject to the receipt of all required regulatory approvals, including an update of the independent appraisal, among other factors, there may be one or more delays in the completion of the offering. Any orders that you submit to purchase shares of our common stock in the offering are irrevocable. You will not have access to subscription funds unless the offering is terminated, extended beyond [extension date], or the number of shares to be sold in the offering is increased to more than 9,098,800 shares or decreased to fewer than 5,848,000 shares.

Termination of the Offering

We may terminate the offering at any time with applicable regulatory approval. If we terminate the offering, we will promptly return your funds with interest at 0.10% per annum, and we will cancel deposit account withdrawal authorizations.

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 5,848,000 shares of common stock, we may take one or more steps to complete the offering. Specifically, we may (1) increase the purchase limitations, (2) seek regulatory approval to extend the offering beyond the [extension date] expiration date, and/or (3) reduce the valuation and offering range. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount and who indicated a desire to be resolicited on the stock order form will be given the opportunity to increase their subscriptions up to the then-applicable limit. If the offering is extended beyond [extension date], subscribers will have the right to confirm, cancel or change their orders. If you do not respond to the notice of extension, we will cancel your stock order and promptly return your funds with interest for funds received in the subscription offering and, if held, the community offering or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 9,098,800 shares or decreased to less than 5,848,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest.

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting persons to federal or state agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe you have sold or transferred your subscription rights. On the order form, you cannot add the names of others for joint stock registration unless they are also named on the qualifying deposit account, and you cannot delete names of others except in the case of certain order placed through an IRA, Keogh, 401(k) or similar plan, and except in the event of the death of a named eligible depositor. Doing so may jeopardize your subscription rights. In addition, the stock order form requires that you list all deposit accounts you held at your date of eligibility, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation.

Eligible depositors who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal and state law and may be subject to civil enforcement actions or criminal prosecution.

 

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Proposed Stock Purchases by Management

Our directors and executive officers and their associates are expected to subscribe for [insider purchases] shares of common stock in the offering, which represents ________% of the shares to be offered for sale to the public, and _______% of the total shares to be outstanding after the offering (including shares sold to the public and owned by the charitable foundation and Narragansett Financial Corporation), each at the minimum of the offering range, respectively. The purchase price paid by them will be the same $10.00 per share purchase price paid by all other persons who purchase common stock in the offering. Like all of our eligible depositor purchasers, our directors and executive officers and their associates have subscription rights based on their deposits and, in the event of an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of reorganization.

See “Subscriptions by Directors and Executive Officers” for more information on the proposed purchases of shares of common stock by our directors and executive officers.

Possible Change in the Offering Range

RP Financial will update its appraisal before we complete the offering. If, as a result of demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 9,098,800 shares in the offering without further notice to you. If our pro forma market value at that time is either below $136.0 million or above $211.6 million, then, after consulting with the Federal Reserve Board and the Massachusetts Commissioner of Banks, we may:

 

•

terminate the offering, cancel deposit account withdrawal authorizations and promptly return all funds received in the offering with interest at 0.10%;

 

•

set a new offering range; or

 

•

take such other actions as may be permitted by the Federal Reserve Board, the Massachusetts Commissioner of Banks, the Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission.

If we set a new offering range, we will promptly return funds, with interest at 0.10% for funds received in the offering, cancel deposit account withdrawal authorizations and commence a resolicitation. In connection with the resolicitation, we will notify subscribers of their right to place a new stock order for a specified period of time.

Conditions to Completing the Reorganization and Offering

We cannot complete the reorganization and offering unless:

 

•

we sell at least 5,848,000 shares, which is the minimum of the offering range; and

 

•

we receive final regulatory approvals or non-objections from the Massachusetts Commissioner of Banks and the Federal Reserve Board to complete the reorganization and offering.

Market for the Common Stock

We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol “NARA” upon conclusion of the offering. See “Market for the Common Stock.”

 

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Our Dividend Policy

Following completion of the offering, our board of directors will have the authority to declare dividends on our common stock, subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. However, due to regulatory restrictions described below, we do not currently anticipate paying cash dividends on our common stock.

If Narragansett Bancorp, Inc. pays dividends to its stockholders, it also will be required to pay dividends to Narragansett Financial Corporation, unless Narragansett Financial Corporation is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Board’s current position is to not permit a mutual holding company that is regulated as a bank holding company (as opposed to a savings and loan holding company) to waive dividends declared by its subsidiary. In addition, Massachusetts banking regulations prohibit Narragansett Financial Corporation from waiving dividends declared and paid by Narragansett Bancorp, Inc. unless the Massachusetts Commissioner of Banks does not object to the waiver and provided the waiver is not detrimental to the safe and sound operation of BayCoast Bank. Accordingly, because dividends will be required to be paid to Narragansett Financial Corporation along with all other stockholders, the amount of dividends available for all other stockholders will be less than if Narragansett Financial Corporation were permitted to waive the receipt of dividends.

Furthermore, our ability to pay dividends may be limited due to the $95.0 million of subordinated debt as of March 31, 2026 currently held by Narragansett Financial Corporation that will be transferred to Narragansett Bancorp, Inc. following the completion of the reorganization and offering.

Our Contribution to the Charitable Foundation

To further our commitment to our local communities, we intend to establish and fund a new charitable foundation, BayCoast Charitable Foundation, Inc., as part of the reorganization and offering. The charitable foundation will be dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate.

We intend to contribute to the charitable foundation shares of our common stock equal to 2% of the shares to be outstanding following the offering and $600,000 in cash. At the minimum, midpoint, maximum and adjusted maximum of the offering range, we would contribute to the charitable foundation 272,000, 320,000, 368,000 and 423,200 shares of common stock, respectively. As a result of the contribution, we expect to record an after-tax expense of approximately $3.6 million during the quarter in which the offering is completed, assuming we sell 9,098,800 shares of common stock in the stock offering at the adjusted maximum of the offering range.

The contribution of shares of common stock and cash to the charitable foundation will dilute the voting interests of purchasers of shares of our common stock in the offering. In addition, the amount of common stock that we would offer for sale would be greater if the offering were to be completed without the establishment and funding of the charitable foundation.

See “Risk Factors—Risks Related to Our Contribution to the Charitable Foundation—Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.”, “—Our contribution to the charitable foundation will dilute your ownership interest.”, “—Our contribution to the charitable foundation will adversely affect net income.”, “The Charitable Foundation” and “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation.”

Our Officers, Directors and Employees Will Receive Additional Benefits and Compensation After the Offering

In connection with the offering, we are establishing an employee stock ownership plan, and, subject to stockholder approval, which will not occur until at least six months following the completion of the reorganization and offering, we intend to implement a stock-based benefit plan that will provide for grants of stock options and restricted stock.

 

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Employee Stock Ownership Plan. The board of directors of BayCoast Bank has adopted an employee stock ownership plan, which will award shares of our common stock to eligible employees based on their compensation. It is expected that our employee stock ownership plan will purchase 8% of the aggregate of the number of shares sold in the offering and contributed to the charitable foundation with the proceeds of a loan to be made by Narragansett Bancorp, Inc. to the plan. If market conditions warrant, in the judgement of its trustees, the employee stock ownership plan may elect to purchase shares in the open market following the completion of the offering, subject to the prior approval of the Federal Reserve Board and the Massachusetts Commissioner of Banks.

Stock-Based Benefit Plan. We also intend to adopt a stock-based benefit plan. The plan will be designed to attract, motivate and retain qualified personnel in key positions and provide directors, officers and key employees with an ownership interest in Narragansett Bancorp, Inc., which will be an incentive to contribute to our success, and will reward key employees for their performance. In accordance with applicable regulations, we anticipate the plan will authorize a number of stock options and shares of restricted common stock equal to 10% and 4%, respectively, of the aggregate number of shares of common stock sold in the offering and contributed to the charitable foundation. These limitations will not apply if the plan is implemented more than one year after the completion of the offering.

A stock-based benefit plan will not be established sooner than six months after the completion of the reorganization and offering, and if adopted within one year after the completion of the reorganization and offering, the plan must be approved by a majority of the votes eligible to be cast by our stockholders, as well as a majority of the votes eligible to be cast by our stockholders other than Narragansett Financial Corporation. If a stock-based benefit plan is established more than one year after the reorganization and offering, it must be approved by a majority of votes cast by our stockholders, as well as a majority of votes cast by our stockholders other than Narragansett Financial Corporation. We have not determined when we will present a stock-based benefit plan for stockholder approval.

The following table summarizes the stock benefits that our officers, directors and employees may receive following the reorganization and offering, at the adjusted maximum of the offering range and assuming that our employee stock ownership plan purchases 8% of the aggregate number of shares of common stock sold in the offering and contributed to the charitable foundation and that we implement a stock-based benefit plan granting options to purchase 10% of the aggregate number of shares of common stock of Narragansett Bancorp, Inc. sold in the offering and contributed to the charitable foundation and awarding shares of restricted common stock equal to 4% of the aggregate number of shares of common stock sold in the offering and contributed to the charitable foundation.

 

		Individuals Eligible to Receive Awards				Number of Shares to be Granted or Purchased				Percentage of Common Stock to be Outstanding Following the Offering				Dilution Resulting From Issuance of Shares for Stock- Based Benefit Plans				Value of Grants (In Thousands) (1)
Employee stock ownership plan			All employees				761,760				3.60	%			N/A	(2)		$	7,618
Restricted stock awards			Directors, officers and employees				380,880				1.80				1.77	%			3,809
Stock options			Directors, officers and employees				952,200				4.50				4.31	%			4,418
Total							2,094,840				9.90	%			5.93	% (2)		$	15,845

(1)

The fair value of stock options has been estimated at $4.64 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; no dividend yield; expected option life of five years; risk free interest rate of 4.30%; and a volatility rate of 25.20%.

(2)	No dilution is reflected for the employee stock ownership plan because such shares are assumed to be purchased in the offering.

 

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Restrictions on the Acquisition of Narragansett Bancorp, Inc. and BayCoast Bank

Federal and state regulations, as well as provisions contained in the articles of incorporation and bylaws of Narragansett Bancorp, Inc., restrict the ability of any person, firm or entity to acquire Narragansett Bancorp, Inc., BayCoast Bank, or their respective capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain prior regulatory approval before acquiring in excess of 10% of the voting stock of Narragansett Bancorp, Inc. or BayCoast Bank, as well as a provision in Narragansett Bancorp, Inc.’s articles of incorporation that generally provides that, no person, other than Narragansett Financial Corporation, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of Narragansett Bancorp, Inc., and that any shares acquired in excess of this limit would not be entitled to be voted and would not be counted as voting stock in connection with any matters submitted to the stockholders for a vote.

Because a majority of the shares of outstanding common stock of Narragansett Bancorp, Inc. must be owned by Narragansett Financial Corporation, any acquisition of Narragansett Bancorp, Inc. must be approved by Narragansett Financial Corporation. Furthermore, Narragansett Financial Corporation would not be required to pursue or approve a sale of Narragansett Bancorp, Inc. even if such sale were favored by a majority of Narragansett Bancorp, Inc.’s public stockholders.

Finally, although a mutual holding company may be acquired by a mutual institution or another mutual holding company in what is known as a “remutualization” transaction, current regulatory policy may make such transactions less likely because of the heightened regulatory scrutiny given to the structure and pricing of such transactions. Specifically, current regulatory policy views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity, and raising issues concerning the effect on the mutual members of the acquiring entity. As a result, a remutualization transaction for Narragansett Bancorp, Inc. is less likely unless the applicant can clearly demonstrate that the regulatory concerns are not warranted in the particular case.

See “Restrictions on the Acquisition of Narragansett Bancorp, Inc. and BayCoast Bank” for more information.

Possible Conversion of Narragansett Financial Corporation to Stock Form

In the future, Narragansett Financial Corporation may convert from the mutual to stock form of ownership, in a transaction commonly referred to as a “second-step conversion.” However, our board of directors has no current plans to undertake a second-step conversion transaction. Any second-step conversion transaction would require the approval of holders of a majority of the outstanding shares of Narragansett Bancorp, Inc. common stock (excluding shares held by Narragansett Financial Corporation) and the approval of the corporators of Narragansett Financial Corporation. Public stockholders will not be able to force a second-step conversion transaction of Narragansett Financial Corporation without the consent of Narragansett Financial Corporation since such transactions would require the approval of a majority of the outstanding shares of Narragansett Bancorp, Inc.’s common stock.

Delivery of Prospectus

To ensure that each person receives a prospectus at least 48 hours before the deadline for orders for common stock, we may not mail prospectuses any later than five days prior to such date or hand-deliver prospectuses later than two days prior to that date. Stock order forms may only be delivered if accompanied or preceded by a prospectus. We are not obligated to deliver a prospectus or stock order form by means other than U.S. mail.

 

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Delivery of Shares of Common Stock

All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the offering. Shares of common stock sold in a syndicated offering may be delivered electronically through the services of The Depository Trust Company, subject to any necessary regulatory approval. We expect trading in the stock to begin on the business day following the completion of the offering. Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Tax Consequences

BayCoast Bank and Narragansett Bancorp, Inc. have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the reorganization and offering, and have also received an opinion of Wolf & Company, P.C. regarding the material Massachusetts tax consequences of the reorganization and offering. As a general matter, the offering will not be a taxable transaction for purposes of federal or state income taxes to BayCoast Bank, Narragansett Bancorp, Inc. or persons eligible to subscribe in the subscription offering. See “The Reorganization and Offering—Material Income Tax Consequences.”

Emerging Growth Company Status

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as we are an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies. See “Risk Factors—Risks Related to Laws and Regulations—We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors” and “Supervision and Regulation—Emerging Growth Company Status.”

An emerging growth company may elect to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. We have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

Important Risks in Owning Narragansett Bancorp, Inc.’s Common Stock

An investment in our common stock involves substantial risks and uncertainties. Investors should carefully consider all information in this prospectus, including the detailed discussion of these and other risks under “Risk Factors” beginning on page 20, before investing in our common stock.

Specific areas of risk related to our business include those related to:

 

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our lending activities;

 

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market interest rates;

 

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our business strategy;

 

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competitive matters;

 

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laws and regulations;

 

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•

economic conditions;

 

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mortgage banking;

 

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investment advisory services;

 

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operational matters;

 

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accounting matters;

 

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our reputation;

 

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legal matters; and

 

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environmental matters.

Specific risks related to this offering include those related to:

 

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the future trading price of the common stock;

 

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our mutual holding company structure;

 

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use of the net offering proceeds;

 

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the trading market for the common stock;

 

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our return on equity after the completion of the offering;

 

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intended new stock-based benefit plans;

 

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anti-takeover factors;

 

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a forum selection provision for certain litigation;

 

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the irrevocability of your investment decision; and

 

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potential adverse tax consequences related to subscription rights.

Specific risks related to our contribution to the charitable foundation include the effects on our net income, the tax deductibility of the contribution and the dilution to stockholder ownership interests.

How You May Obtain Additional Information Regarding the Offering

Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the reorganization and offering, please call the Stock Information Center at [stock center number]. The Stock Information Center will be open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on bank holidays.

 

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RISK FACTORS

 

Risks Related to our Business

Risks Related to our Lending Activities

Our portfolios of commercial real estate and multi-family real estate loans represent a significant portion of our loan portfolio, and we intend to continue originating these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations.

At March 31, 2026, commercial real estate and multi-family loans totaled $1.09 billion, or 47.9% of our total loan portfolio. Given their larger balances and the complexity of the underlying collateral, commercial real estate loans and multi-family real estate loans generally have more risk than the owner-occupied one- to four-family residential real estate loans we originate. Because the repayment of these loans depends on the successful management and operation of the borrower’s properties, and/or related businesses with respect to commercial real estate loans, repayment of such loans can be affected by adverse conditions in the local real estate market or economy. Also, many of our commercial borrowers have more than one loan outstanding with us. Further, the offering will allow us to increase our loans-to-one borrower limit, which may result in our originating larger loans. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk loss compared to an adverse development with respect to a one- to four-family residential real estate loan. If we foreclose on these loans, our holding period for the collateral typically is longer than for a one- to four-family residential property because there are fewer potential purchasers of the collateral. In addition, commercial real estate loans and multifamily real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential loans. Accordingly, charge-offs on these types of loans may be larger than those incurred with our one- to four-family residential or consumer loan portfolios.

As our commercial real estate and multi-family real estate loan portfolios increase, the corresponding risks and potential for losses from these loans may also increase, which could adversely affect our business, financial condition and results of operations.

Our commercial business loans involve credit risks that could adversely affect our financial condition and results of operations.

At March 31, 2026, we had $200.8 million in commercial business loans, or 8.8% of our total loan portfolio. Unlike residential real estate loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business and the collateral securing these loans may fluctuate in value. Our commercial business loans are originated primarily based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral consists of real estate, accounts receivable, inventory or equipment and an all-business assets lien. Credit support provided by the borrower for most of these loans is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself.

 

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Our construction loans involve credit risks that could adversely affect our financial condition and results of operations.

At March 31, 2026, we had $184.2 million in construction loans, or 8.1% of our total loan portfolio, $117.9 million, or 64.0%, of which consisted of commercial construction loans. Construction lending involves additional risks when compared with permanent finance lending because funds are advanced upon the security of the project, which is of uncertain value before its completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it can be difficult to accurately evaluate the total funds required to complete a project and the related loan-to-value ratio. In addition, generally during the term of a construction loan, interest may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If the appraised value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. As our construction loan portfolio increases, the corresponding risks and potential for losses from these loans may also increase, which could adversely affect our business, financial condition and results of operations.

Our emphasis on real estate loans exposes us to lending risks.

At March 31, 2026, the significant majority of our loan portfolio was secured by real estate, most of which is located in our primary lending market area in the South Coast of Massachusetts and the State of Rhode Island. Future declines in the real estate values in our primary lending market and surrounding markets could significantly impair the value of the real estate collateral securing our loans and our ability to sell the collateral upon foreclosure for an amount necessary to satisfy the borrower’s obligations to us. This could require increasing our allowance for credit losses to address the decrease in the value of the real estate securing our loans, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in our local market area.

Unlike larger financial institutions that are more geographically diversified, our profitability depends significantly on the general economic conditions in our primary market area. Local economic conditions have a significant impact on our lending, including the ability of borrowers to repay these loans and the value of the collateral securing these loans.

A deterioration in economic conditions in our primary market area could result in the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations:

 

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demand for our products and services may decrease;

 

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loan delinquencies, problem assets and foreclosures may increase;

 

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collateral for loans, especially real estate, may decline in value, thereby reducing customers’ future borrowing power, and reducing the value of assets and collateral associated with existing loans; and/or

 

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the net worth and liquidity of loan guarantors may decrease, thereby impairing their ability to honor commitments made to us.

 

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Moreover, a significant decline in general economic conditions caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, or other factors beyond our control could further impact these local economic conditions and could further negatively affect our financial performance. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

If our allowance for credit losses is not sufficient to cover actual loan losses, our earnings could decrease.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for credit losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions or the results of our analyses are incorrect, our allowance for credit losses may not be sufficient to cover expected credit losses in our loan portfolio, resulting in additions to our allowance. In addition, our emphasis on loan growth and on increasing our portfolio of commercial real estate and multi-family real estate loans, as well as any future credit deterioration, could require us to increase our allowance for credit losses in the future. At March 31, 2026, our allowance for credit losses was 1.31% of total loans and 66.15% of nonperforming loans. Material additions to our allowance would materially decrease our net income.

In addition, bank regulators periodically review our allowance for credit losses and, as a result of such reviews, we may be required to increase our provision for credit losses or recognize further loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.

Uncertainties associated with increased originations of commercial real estate and multi-family loans may result in errors in judging collectability, which may lead to additional provisions for credit losses or charge-offs, which would negatively affect our operations.

Our intended increases in the level of our commercial real estate and multi-family real estate originations would likely require us to lend to borrowers with which we have limited or no experience. Newly originated loans do not have a significant payment history pattern with which to judge future collectability. Further, newly originated loans have not been subjected to unfavorable economic conditions. As a result, it may be difficult to predict the future performance of newly originated loans. These loans may have delinquency or charge-off levels above our recent historical experience, which could adversely affect our future performance. Further, commercial real estate and multi-family loans generally have larger balances and involve a greater risk than one- to four-family residential mortgage loans. Accordingly, if we make any errors in judgment in the collectability of these loans, any resulting charge-offs may be larger on a per loan basis than those incurred historically with our single-family residential mortgage loans.

The level of our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.

The FDIC and the other federal bank regulatory agencies have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors, (i) total reported loans for construction, land acquisition and development, and other land represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land acquisition and development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital and the outstanding balance of a financial institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months. Multi-family and commercial real estate lending represented 382% of total capital as of March 31, 2026. The guidance focuses on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or in an abundance of caution). The purpose of the guidance is to guide banks in

 

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developing risk management practices and determining capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. While we believe we have implemented policies and procedures with respect to our commercial real estate loan portfolio consistent with this guidance, bank regulators could require us to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us or that may result in the curtailment of our commercial real estate and multi-family lending that would adversely affect our loan originations and profitability.

The foreclosure process may adversely impact our recoveries on non-performing loans.

The judicial foreclosure process is protracted, which delays our ability to resolve non-performing loans through the sale of the underlying collateral. The longer timelines have been the result of many factors, including additional consumer protection initiatives related to the foreclosure process, increased documentary requirements and judicial scrutiny, and, both voluntary and mandatory programs under which lenders may consider loan modifications or other alternatives to foreclosure. These reasons and the legal and regulatory responses have impacted the foreclosure process and completion time of foreclosures for residential mortgage lenders. This may result in a material adverse effect on collateral values and our ability to minimize its losses.

We are subject to a variety of risks in connection with any sale of loans we may conduct, which could adversely affect our results of operations and financial condition.

We routinely sell newly originated mortgage loans and manufactured home loans, and may also sell other loans or loan portfolios. When mortgage loans are sold, we are required to make customary representations and warranties to purchasers, guarantors and insurers, including government-sponsored entities, about the mortgage loans and the manner in which they were originated. Whole loan sale agreements require us to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan. If repurchase and indemnity demands increase and such demands are valid claims and are in excess of our provision for potential losses, our results of operations and financial condition may be adversely affected.

We are subject to environmental liability risk associated with lending activities or properties we own.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property, may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

 

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Risks Related to Market Interest Rates

Future changes in interest rates could negatively affect our operating results and asset values.

Net income is the amount by which net interest income and noninterest income exceed operating expenses and the provision for credit losses. Net interest income makes up a majority of our income and is based on the difference between:

 

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the interest income we earn on interest-earning assets, such as loans and securities; and

 

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the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

The rates we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like many savings institutions, our liabilities generally have shorter contractual maturities than our assets. This imbalance can create earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. Furthermore, increases in interest rates may adversely affect the ability of our borrowers to make loan repayments on adjustable-rate loans, as the interest owed on such loans would increase as interest rates increase.

In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates generally results in increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a financial institution’s net interest margin and create financial risk for financial institutions that originate primarily longer-term, fixed-rate mortgage loans.

Any increase in market interest rates may reduce our mortgage banking income. We generate revenues primarily from gains on the sale of mortgage loans to investors, and from the amortization of deferred mortgage servicing rights. We also earn interest on loans held for sale while awaiting delivery to our investors. In addition, our results of operations are affected by the amount of noninterest expense associated with mortgage banking activities, such as salaries and employee benefits, occupancy, equipment, data processing and other operating costs. During periods of reduced loan demand, our results of operations may continue to be adversely affected to the extent that we are unable to reduce expenses commensurate with the decline in mortgage loan origination activity.

We monitor interest rate risk through the use of simulation models, including estimates of the amounts by which our net interest income would change in the event of a range of assumed changes in market interest rates. As of April 30, 2026, in the event of an instantaneous 200 basis point increase in interest rates, we estimate that we would experience a 3.2% decrease in net interest income.

At April 30, 2026, all estimated changes described above with respect to net interest income with respect to potential changes in market interest rates were in compliance with the current policy limits established by management and approved by the board of directors.

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Changes in the level of interest rates also may negatively affect the value of our assets and ultimately affect our earnings.

For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

 

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Risks Related to our Business Strategy

Our business strategy includes loan growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes loan growth, primarily funded by deposits. Achieving such growth may require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including the continued availability of desirable business opportunities, the level of competition from other financial institutions in our market area, general economic conditions in our primary market area, our ability to attract and retain experienced lenders and possibly increase our support staff and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. Any such business expansion can be expected to negatively impact our earnings until certain economies of scale are reached. Furthermore, there can be considerable costs involved in opening branches and expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected.

Potential growth may require us to raise additional capital in the future, but that capital may not be available when it is needed.

We are required by banking regulatory authorities to maintain adequate levels of capital to support our operations. We may at some point need to raise additional capital to support potential growth or if required by regulatory agencies. If we raise capital through the issuance of additional shares of our common stock or other securities, it would dilute the ownership interests of stockholders and may dilute the per share book value of our common stock. New investors may also have rights, preferences and privileges senior to our current stockholders, which may adversely impact our then current stockholders. Also, the need to raise additional capital may force our management to spend more time in managerial and financing-related activities than in operational activities.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial performance. In addition, our ability to raise capital may be limited by our mutual holding company structure, as Narragansett Financial Corporation is required to own a majority of our outstanding shares of common stock for as long as it is in existence. Accordingly, we may not be able to raise additional capital, if needed, with favorable terms. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.

Our inability to tailor our retail delivery model to respond to consumer preferences in banking may negatively affect earnings.

Our branch network continues to be a very significant source of new business generation, however, consumers continue to migrate much of their routine banking to self-service channels. In recognition of this shift in consumer patterns, we regularly review our branch network, which can result in branch consolidation accompanied by the enhancement of our capabilities to serve its customers through alternate delivery channels. In that regard, we expect to continue to devote substantial time and resources to improving our digital products and services. The success of these initiatives will depend on, among other things, whether our upgraded technology and digital solutions are received favorably by our customers and employees and improves their experiences and interactions with us. If we are unable to fully implement the digital offerings or successfully achieve these objectives with customers, the anticipated benefits of these initiatives may not be realized fully, or at all, or may take longer to realize than expected or we may experience significant customer attrition.

 

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We depend on our management team and other key personnel to implement our business strategy and execute successful operations, and we could be harmed by the loss of their services or the inability to hire additional personnel.

We depend on the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess substantial expertise as well as extensive knowledge of our markets and key business relationships. Any one of them could be difficult to replace. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. Specifically, our Chief Executive Officer and our Chief Lending Officer are expected to retire in 2027. See “Management.”

Risks Related to Competitive Matters

We face significant competition in the financial services industry.

We operate in a highly competitive environment that includes financial and non-financial services firms, including traditional banks, online banks, financial technology companies, and investment management and wealth advisory firms, including commercial banks and trust companies, investment advisory firms, mutual fund companies, and stock brokerage firms. These companies compete on the basis of, among other factors, size, location, quality and type of products and services offered, price, technology, brand recognition, and reputation. Emerging technologies, such as artificial intelligence (including machine learning and generative artificial intelligence) and quantum computing, have the potential to further intensify competition and accelerate disruption in the financial services industry. In recent years, non-financial services firms, such as financial technology companies, have begun to offer services traditionally provided by financial institutions. These firms attempt to use technology and mobile platforms to enhance the ability of companies and individuals to borrow, save and invest money. We may also experience the emerging competition for deposits from tokenized deposits and stablecoins, and from financial technology companies that have obtained bank charters. Many of these non-financial services competitors have fewer regulatory constraints and may have lower cost structures than we do. Our long-term success depends on our ability to develop and execute strategic plans and initiatives; to develop competitive products and technologies; and to attract, retain and develop a highly skilled employee workforce. We may not be as timely or successful in assessing the evolving competitive landscape and developing or introducing new products and services as our competitors. Our business may be negatively impacted if we, or our third-party providers, do not timely develop and apply emerging technologies, or if our initiatives in these areas are deficient or fail. Our, or our third-party providers’, inability, or resistance to timely innovate or adapt operations, products and services to evolving regulatory and market environments, industry standards and consumer preferences could result in service disruptions, harm our business, and adversely affect our results of operations and reputation. For additional information see “Business of BayCoast Bank—Market Area” and “—Competition.”

Our smaller size may make it more difficult for us to compete.

Our smaller size may make it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because a majority of our income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments may be limited by the size of our loan and investment portfolios. Accordingly, we may not always be able to offer new products and services as quickly as our competitors. Our lower earnings may also make it more difficult to offer competitive salaries and benefits. Furthermore, as a smaller institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

 

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We have a continuing need for technological change, and we may not have the resources to implement new technology effectively, or we may experience operational challenges when implementing new technology or technology needed to compete effectively with larger institutions may not be available to us on a cost-effective basis.

The financial services industry undergoes rapid technological changes with frequent introductions of new technology-driven products and services, including developments in artificial intelligence and machine learning. In addition to serving clients better, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, at least in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations as we continue to grow and expand our products and service offerings. We offer electronic banking services for consumer and business customers via our website, including Internet banking and electronic bill payment, as well as mobile banking. We also offer debit cards, ATM cards, and automatic and ACH transfers. We may experience operational challenges as we implement these new technology enhancements or products, which could impair our ability to realize the anticipated benefits from such new technology or require us to incur significant costs to remedy any such challenges in a timely manner.

Many of our larger competitors have substantially greater resources to invest in technological improvements. We may not be as timely or successful in assessing the competitive landscape and developing or introducing new products and services as these larger competitors. Our business may be negatively impacted if we, or our third-party providers, do not timely develop and apply emerging technologies, like artificial intelligence and quantum computing, or if our initiatives in these areas are deficient or fail. Our, or our third-party providers’, inability or resistance to timely innovate or adapt operations, products and services to evolving regulatory and market environments, industry standards and consumer preferences could result in service disruptions, harm our business and adversely affect our results of operations and reputation. Third parties upon which we rely for our technology needs may not be able to develop on a cost-effective basis the systems that will enable us to keep pace with such developments. As a result, competitors may be able to offer additional or superior products compared to those that we will be able to provide, which would put us at a competitive disadvantage. We may lose clients seeking new technology-driven products and services to the extent we are unable to provide such products and services. Accordingly, the ability to keep pace with technological change is important and the failure to do so could adversely affect our business, financial condition and results of operations.

Risks Related to Laws and Regulations

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

BayCoast Bank is subject to extensive regulation, supervision and examination by the Massachusetts Commissioner of Banks and the FDIC, and Narragansett Bancorp, Inc. will be subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision govern the activities in which an insured depository institution and its holding company may engage, and are intended primarily for the protection of the federal deposit insurance fund and the depositors and borrowers of BayCoast Bank, rather than for our stockholders.

Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for credit losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent registered public accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

 

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Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network (FinCEN). These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. We have not been subject to any fines or other penalties, nor have suffered business or reputational harm, as a result of money laundering activities in recent years.

We provide banking services to customers who do business in the cannabis industry and the strict enforcement of federal laws regarding cannabis would likely result in our inability to continue to provide banking services to these customers and we could have legal action taken against us by the federal government.

We have deposit and loan customers that are licensed in various states to do business in the cannabis industry as growers, processors, and dispensaries. While cannabis is legal in each of these states, it remains classified as a Schedule I controlled substance under the Federal Controlled Substances Act, or CSA. As such, the cultivation, use, distribution, and possession of cannabis is a violation of federal law that is punishable by imprisonment and fines. Moreover, the U.S. Supreme Court ruled in USA v. Oakland Cannabis Buyers’ Coop. that the federal government has the authority to regulate and criminalize cannabis, including medical marijuana.

In 2018, the U.S. Department of Justice (“DOJ”) rescinded the “Cole Memo” and related memoranda which characterized the enforcement of the CSA against persons and entities complying with state regulatory systems permitting the use, manufacture and sale of medical marijuana as an inefficient use of their prosecutorial resources and discretion. The impact of the DOJ’s rescission of the Cole Memo and related memoranda is unclear, but may result in the DOJ increasing its enforcement actions against the regulated cannabis industry generally.

In 2025, the U.S. Congress did not re-enact a spending bill provision prohibiting the DOJ and the U.S. Drug Enforcement Administration from using funds appropriated by that bill to prevent states from implementing their medical-use cannabis laws. As a result, the ability of medical cannabis businesses to act in this area, and our ability to provide banking products and services to such businesses, may be impeded.

Federal prosecutors have significant discretion and there can be no assurance that a federal prosecutor in any of the federal districts in which we operate will not choose to strictly enforce the federal laws governing cannabis, including medical-use cannabis. Any change in the federal government’s enforcement position, could cause us to immediately cease providing banking services to the medical-use cannabis industry in the states where we operate.

Additionally, as the possession and use of cannabis remains illegal under the CSA, we may be deemed to be aiding and abetting illegal activities through the services that we provide to these customers and could have legal action taken against us by the Federal government, including imprisonment and fines. Any change in position or potential action taken against us could result in significant financial damage to us and our stockholders.

FinCEN published guidelines in 2014 for financial institutions servicing state legal cannabis business. These guidelines were issued for the explicit purpose so “that financial institutions can provide services to marijuana-related businesses in a manner consistent with their obligations to know their customers and to report possible criminal activity.” Any adverse change in this FinCEN guidance, any new regulations or legislation, any change in existing regulations or oversight, whether a change in regulatory policy or a change in a regulator’s interpretation of a law or regulation, could have a negative impact on our interest income and noninterest income, as well as the cost of our operations, increasing our cost of regulatory compliance and of doing business, and/or otherwise affect us, which may materially affect our profitability.

 

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In 2025, an executive order was executed directing the Department of Justice to move cannabis from a Schedule I to a Schedule III substance, a category for substances with accepted medical use and lower abuse potential. While not full legalization, the change is designed to ease financial and tax burdens on the cannabis industry, including, to some extent, banking access. Schedule III classification allows state-legal cannabis businesses to deduct ordinary business expenses under the Internal Revenue Code, which is expected to boost cash flow and profitability and it aims to encourage banks and financial institutions to work with the cannabis industry, as the risk of violating federal anti-money laundering laws is reduced.

We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The regulations establish a “capital conservation buffer” of 2.5%, which, when added to the minimum capital ratios, result in the following minimum ratios: (1) a common equity Tier 1 capital ratio of 7.0%, (2) a Tier 1 to risk-based assets capital ratio of 8.5%, and (3) a total capital ratio of 10.5%. The application of these capital requirements could, among other things, result in lower returns on equity, and result in regulatory actions if we are unable to comply with such requirements. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the capital conservation buffer amount. See “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.”

At March 31, 2026, BayCoast Bank exceeded all applicable regulatory capital requirements and was considered “well capitalized.” See “Historical and Pro Forma Regulatory Capital Compliance of BayCoast Bank.”

The Federal Reserve Board may require us to commit capital resources to support BayCoast Bank, and we may not have sufficient access to such capital resources.

Federal law requires that a holding company act as a source of financial and managerial strength to its subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve Board may require a holding company to make capital injections into a troubled subsidiary bank and may charge the holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and therefore may be required to attempt to borrow the funds or raise capital. Thus, any borrowing that must be done by Narragansett Bancorp, Inc. to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business, financial condition and results of operations. Moreover, it is possible that we will be unable to borrow funds or otherwise raise capital when we need to do so.

Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future.

 

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Changes in policies and regulations generally are beyond our control, and we are unable to predict what changes may occur or the manner in which any future changes may affect our business, financial condition and results of operations.

We may become subject to enforcement actions even though noncompliance was inadvertent or unintentional.

The financial services industry is subject to intense scrutiny from bank supervisors in the examination process and aggressive enforcement of federal and state regulations, particularly with respect to mortgage-related practices and other consumer compliance matters, and compliance with anti-money laundering, Bank Secrecy Act and Office of Foreign Assets Control regulations, and economic sanctions against certain foreign countries and nationals. Enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations; however, some legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there was in place at the time systems and procedures designed to ensure compliance. Failure to comply with these and other regulations, and supervisory expectations related thereto, may result in fines, penalties, lawsuits, regulatory sanctions, reputation damage, or restrictions on our business.

We face significant legal risks, both from regulatory investigations and proceedings and from private actions brought against us.

As a participant in the financial services industry, many aspects of our business involve substantial risk of legal liability. From time to time, customers and others make claims and take legal action pertaining to the performance of our responsibilities. Whether customer claims and legal action related to the performance of our responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to us, they may result in significant expenses, attention from management and financial liability. Any financial liability or reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations. There is no assurance that litigation with private parties will not increase in the future. Actions currently pending against us may result in judgments, settlements, fines, penalties or other results adverse to us, which could materially adversely affect our business, financial condition and results of operations.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.

 

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As a result, our stockholders may not have access to certain information they may deem important, and investors may find our common stock less attractive if we choose to rely on these exemptions. This could result in a less active trading market for our common stock and the price of our common stock may be more volatile.

We qualify as a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors.

We are a smaller reporting company, and, for as long as we continue to qualify as a smaller reporting company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to smaller reporting companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and two years of audited financial statements in our annual report instead of three years. As long as we are a smaller reporting company that is also not an accelerated filer, we will not be subject to Section 404(b) of the Sarbanes-Oxley Act, which requires that our independent registered public accounting firm review and attest as to the effectiveness of our internal control over financial reporting. In addition, as a non-accelerated filer, we will have longer deadlines to file our periodic reports with the Securities and Exchange Commission.

We would remain a smaller reporting company and a non-accelerated filer for so long as our voting and non-voting equity held by non-affiliates (“public float”) is less than $250 million or our annual revenues are less than $100 million and our public float is less than $700 million. Public float is determined each year as of the end of a company’s second fiscal quarter applicable at the end of the fiscal year involved.

As a result of our smaller reporting company status and non-accelerated filer status, our stockholders may not have access to certain information they may deem important, and investors may find our common stock less attractive if we choose to rely on these exemptions. This could result in a less active trading market for our common stock and the price of our common stock may be more volatile.

Risks Related to Economic Conditions

Inflation can have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. After rising sharply at the end of 2021, inflation remained elevated through the first half of calendar 2024, before beginning to moderate in the latter half of 2024 and into 2025. However, inflation continues to exceed the Federal Reserve Board’s long-term target inflation rate of 2.0%. As inflation increases, the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our operating expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations.

We have relatively few loans outside of our market area. Consequently, we have a greater risk of loan defaults and losses in the event of a further economic downturn in our market area, as adverse economic conditions may have a negative effect on the ability of our borrowers to make timely payments of their loans. A return of recessionary conditions and/or negative developments in the domestic and international credit markets may

 

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significantly affect the markets in which we do business, the value of our loans, investments, and collateral securing our loans, and our ongoing operations, costs and profitability. Any of these negative events may result in higher-than expected loan delinquencies, increase our levels of non-performing and classified assets, and reduce demand for our products and services, which may cause us to incur losses and may adversely affect our capital, liquidity and financial condition. According to published data, our market area has not experienced any material declines in real estate values during the last year or any material increase in the number of foreclosure proceedings.

A worsening of economic conditions could reduce demand for our products and services and/or increase our level of non-performing loans, which could adversely affect our financial condition and results of operations.

Unlike larger financial institutions that are more geographically diversified, our profitability depends primarily on the general economic conditions in our primary market area. We believe the current general economic conditions in our primary market area are healthy and stable.

In addition to local economic conditions, which could have a significant impact on the ability of our borrowers to repay their loans and on the value of the collateral securing their loans, deterioration in general economic conditions, including due to changes in laws and regulations. could result in the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations:

 

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demand for our products and services may decline;

 

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loan delinquencies, problem assets and foreclosures may increase;

 

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collateral for loans, especially real estate, may decline in value, reducing customers’ future borrowing power and the value of assets and collateral associated with existing loans; and

 

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the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

Moreover, a significant decline in general economic conditions, caused by inflation, recession, tariffs and international trade disputes, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Significant changes to the size, structure, powers and operations of the federal government, changes to U.S. economic policies, and uncertainties regarding the potential for these changes may cause economic disruptions that could, in turn, adversely impact our business, results of operations and financial condition.

The current U.S. administration has implemented significant changes in federal priorities and has taken steps to change the operations, structure, and policy focus of various federal agencies, as well as regulatory priorities, policy approaches and interpretations of existing laws by those federal agencies. For example, recent executive actions and proposed legislation has changed agency mandates, modified or reduced federal program funding, altered regulatory frameworks, or adjusted the size and composition of the federal workforce. Moreover, leadership transitions at key federal agencies have impacted or may impact rulemaking, supervision, enforcement, and examination priorities across the financial regulatory landscape. These developments in the federal government may have varying effects on the banking and financial services industry that are difficult to predict, which makes it difficult for us to anticipate and mitigate attendant risks. Compliance with changing federal and regulatory priorities could, among other things, increase the costs of operating our business, reduce the demand for our products and services, impact our ability to achieve our business goals, and increase our legal, operational and reputational risks, any or all of which could materially adversely affect our results of operations.

 

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The current U.S. administration also has implemented rapid shifts in macroeconomic policies, such as those relating to trade restrictions and tariffs, which have created significant uncertainties regarding U.S. economic growth, the potential for recession, and concerns over an increase in inflation. Slow economic growth, economic contraction or recession, or shifts in broader consumer and business trends would significantly impact our ability to originate loans, the ability of borrowers to repay loans, and the value of the collateral securing loans.

Other political and economic events within the United States, including a contentious domestic political environment, changes in or disagreements over U.S. monetary policy and actions of the Federal Reserve Board, disagreements over long-term federal budget and deficit reduction plans, disagreements over, or threats not to increase, the U.S. government’s borrowing limit (or “debt ceiling”), and risk of further downgrade of the ratings of U.S. government debt obligations, also may negatively impact financial markets and the U.S. economy.

Regional business and economic conditions are a major driver of our results of operations. Difficult conditions in the regional business and economic environment, including those caused by the lack of stability and predictability of U.S. policymaking, may materially adversely affect our operating expenses, the quality of our assets, credit losses, and the demand for our products and services.

Risks Related to Mortgage Banking Operations

Secondary mortgage market conditions could have a material impact on our financial condition and results of operations.

Our mortgage banking operations provide a significant portion of our non-interest income. In addition to being affected by interest rates, the secondary mortgage markets are also subject to investor demand for residential mortgage loans and increased investor yield requirements for these loans. These conditions may fluctuate or worsen in the future. A prolonged period of secondary market illiquidity may reduce our loan production volumes and could have a material adverse effect on our financial condition and results of operations.

Changes in the programs offered by secondary market purchasers or our ability to qualify for their programs may reduce our mortgage banking revenues, which would negatively impact our non-interest income.

We generate mortgage revenues primarily from gains on the sale of single-family mortgage loans pursuant to programs currently offered by Fannie Mae, Freddie Mac, Ginnie Mae and non-government-sponsored enterprise investors. These entities account for a substantial portion of the secondary market in residential mortgage loans. Any future changes in these programs, our eligibility to participate in such programs, the criteria for loans to be accepted or laws that significantly affect the activity of such entities could, in turn, materially adversely affect our results of operations.

If we are required to repurchase mortgage loans that we have previously sold, it could negatively affect our earnings.

Our mortgage banking activities involve originating residential mortgage loans for sale in the secondary market under agreements that contain representations and warranties related to, among other things, the origination and characteristics of the mortgage loans. We may be required to repurchase mortgage loans that we have sold in cases of borrower default or breaches of these representations and warranties. If we are required to repurchase mortgage loans or provide indemnification or other recourse, this could increase our costs and thereby affect our future earnings.

Changes in the fair value of our mortgage banking derivatives could adversely affect our financial condition and results of operations.

Mortgage loan commitments qualify as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. Forward loan sale commitments mitigate the risk of potential decreases in the values of loans that would result from the exercise of mortgage loan commitments. These derivatives, if material, are recognized at fair value on the consolidated balance sheets in other assets and other liabilities with changes in their fair values recorded in other income.

 

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We enter into commitments to fund residential mortgage loans at specified times in the future, with the intention that these loans will subsequently be sold in the secondary market. A mortgage loan commitment binds us to lend funds to a potential borrower at a specified interest rate and within a specified period. Outstanding interest rate lock commitments expose us to the risk that the price of the loans arising from exercise of the loan commitment might decline from inception of the rate lock to funding of the loan due to increases in mortgage interest rates. If interest rates increase, the value of these loan commitments decreases. Conversely, if interest rates decrease, the value of these loan commitments increases. The notional amount of rate-locked mortgage loan commitments at March 31, 2026 was $45.9 million, with a fair value asset of $375,000.

We also utilize best efforts and mandatory delivery forward loan sale commitments to mitigate the risk of potential decreases in the values of loans held for sale and loan commitments that would result from the exercise of the derivative loan commitments. With a mandatory delivery contract, we commit to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If we fail to deliver the amount of mortgages necessary to fulfill the commitment by the specified date, we are obligated to pay a “pair-off” fee, based on then-current market prices, to the investor to compensate the investor for the shortfall. With best efforts commitments, we commit to deliver an individual mortgage loan of a specified principal amount and quality to an investor if the underlying loan closes. Generally, the price the investor will pay is specified prior to the loan being funded. The notional amount of forward loan sale commitments at March 31, 2026 was $21.2 million, with a fair value liability of $223,000.

Risks Related to Our Investment Management Business

Our investment management business is subject to risks associated with the industry and strong competition for clients.

At March 31, 2026, our investment management subsidiary, Plimoth Investment Advisors, had approximately $1.07 billion in assets under management. Plimoth Investment Advisors’ operations may present risks not borne by institutions that focus exclusively on other traditional retail and commercial banking products. For example, the investment advisory industry and Plimoth Investment Advisors’ results of operations are subject to fluctuations in the stock market that may have a significant adverse effect on investment management fees which are directly tied to asset values, client activity and client investment portfolio gains and losses. Significant fluctuations in interest rates and securities prices may affect the value of the assets managed by Plimoth Investment Advisors and may also influence investor decisions regarding whether to invest in, or maintain an investment in, one or more of our wealth management solutions. The clients of Plimoth Investment Advisors are generally free to change financial advisors or withdraw the funds they have invested at any time. Significant changes in investing patterns or large-scale withdrawal of investment funds could have an adverse effect on this line of business. In addition, new or modified regulations may adversely affect our wealth management services.

Due to strong competition, our investment management business may not be able to retain existing clients or attract new clients. Competition is strong because there are numerous well-established and successful investment management and wealth advisory firms including commercial banks and trust companies, investment advisory firms, mutual fund companies, stock brokerage firms, and other financial companies. Many of our competitors have greater resources than we have. Our ability to successfully attract and retain investment management clients depends upon our ability to compete with competitors’ investment products, level of investment performance, client services, and marketing and distribution capabilities. If we are not successful, our results of operations and financial condition may be

 

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Risks Related to Operations and Operational Matters

Our cost of operations is high relative to our earnings. Our failure to maintain or reduce our operating expenses may reduce our profits.

Our non-interest expenses totaled $29.4 million, $113.9 million and $98.9 million for the three months ended March 31, 2026 and the years ended December 31, 2025 and 2024, respectively. Although we have achieved certain efficiencies, our efficiency ratio, comparative to peers, remains high. Our efficiency ratio, which is calculated as operating expense divided by the sum of net interest income and other income, totaled 90.58%, 89.61% and 87.58% for the three months ended March 31, 2026 the years ended December 31, 2025 and 2024, respectively. Our business strategy includes growth, expansion of our market area, and improvements in technology and product offerings, which are intended to produce efficiencies, reduce manual work and create long-term cost savings but may increase our expenses in the short-term. Failure to control or maintain our expenses may reduce future profits.

Our funding sources may prove insufficient to replace deposits at maturity and support potential growth. A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on us.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. As we grow, we are likely to depend more on these sources, which may include Federal Home Loan Bank of Boston advances, federal funds purchased and brokered certificates of deposit. While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area. Additionally, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return tradeoff. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates.

Further, if we are required to rely more heavily on more expensive funding sources to support liquidity and future growth, our revenues may not increase proportionately to cover our increased costs. In this case, our operating margins and profitability would be adversely affected. Alternatively, we may need to sell a portion of our investment and/or loan portfolio to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets.

A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators. Depending on the capitalization status and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits.

At March 31, 2026, we had $95.5 million outstanding in advances from the Federal Home Loan Bank of Boston. At March 31, 2026, we had the ability to borrow $498.2 million in additional Federal Home Loan Bank of Boston advances. At March 31, 2026, we also had a $7.0 million line of credit with the Federal Home Loan Bank of Boston, none of which was drawn at that date. Additionally, at March 31, 2026, we had a $162.7 million secured line of credit through the Federal Reserve Borrower in Custody program. We also have available unsecured lines of credit with correspondent banks at interest rates that adjust daily, with borrowing capacity of $25.0 million at March 31, 2026. In addition, we have an agreement with the American Financial Exchange, LLC (“AFX”) that provides us access to unsecured overnight borrowings with various counterparties. At March 31, 2026, we had a credit limit of $400.0 million. At March 31, 2026, no advances were outstanding under these lines of credit of the agreement with AFX. Lastly, as of March 31, 2026, we can access $288.5 million in funding through Intrafi One-Way-Buy, which enables banks to purchase wholesale funding at fixed or floating rates without collateralization requirements.

 

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We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

The development of new products and services may impose additional costs on us and may expose us to increased operational risk.

The introduction of new products and services can entail significant investments in time and resources, financial or otherwise, including regulatory approvals. Substantial risks and uncertainties are associated with the introduction of new products and services, including technical and control requirements that may need to be developed and implemented, rapid technological change in the industry, our ability to access technical and other information from its clients, the significant and ongoing investments required to bring new products and services to market in a timely manner at competitive prices and the preparation of marketing, sales and other materials that fully and accurately describe the product or service and its underlying risks. Our failure to manage these risks and uncertainties also exposes us to enhanced risk of operational lapses which may result in the recognition of financial statement liabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships and shifting market preferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to our clients. Products and services relying on internet and mobile technologies may expose us to fraud and cybersecurity risks. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on our business and reputation, as well as on its consolidated results of operations and financial condition.

We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. Although we take protective measures and believe that we have not experienced any of the types of data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

In the event of a breakdown in our internal control systems, improper operation of our systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

 

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We rely on third-party vendors, which could expose us to additional cybersecurity risks.

Third-party vendors provide key components of our business infrastructure, including certain data processing and information services. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If our third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel. To our knowledge, the services and programs provided to us by third parties have not experienced any material security breaches. However, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.

We may be subject to risks and losses resulting from fraudulent activities that could adversely impact our financial performance and results of operations.

As a bank, we are susceptible to fraudulent activity that may be committed against us or our clients, which may result in financial losses or increased costs to us or our clients, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to our reputation. We are most subject to compliance and fraud risk in connection with ACH and wire transactions, the origination of loans, checking transactions, and debit cards that we have issued to our customers, and ATM/ITM transactions.

We maintain a system of internal controls and insurance coverage to mitigate against such risks, including data processing system failures and errors, and customer fraud. If our internal controls fail to prevent or detect any such occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

Fraud by merchants or others could have a material adverse effect on our business and financial condition.

We may be liable for fraudulent transactions initiated by merchants or others. Examples of fraud include when a merchant or other party knowingly uses a stolen or counterfeit card to make a transaction, or if a merchant intentionally fails to deliver the merchandise or services sold in an otherwise valid transaction. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting and fraud. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud would increase our chargeback liability or other liability. Increases in chargebacks or other liability could have a material adverse effect on our business, financial condition, and results of operations.

We face funds transfer and payments-related risks.

As a financial institution, we bear funds transfer risks of different types, which result from large transaction volumes and large dollar amounts of incoming and outgoing money transfers. Loss exposure may result if money is transferred before it is received, or legal rights to reclaim monies transferred are asserted, including payments made to merchants for payment clearing, while customers have statutory periods to reverse their payments. Exposure also results from payments made prior to the collection of funds, which is performed as accommodations to customers. We are subject to unique settlement risks as our transfers may be larger than typical financial institutions of our size. Transfers could also be made in error or as a result of fraud. Additionally, as with other financial institutions, we may incur legal liability or reputational risk, if we unknowingly process payments for companies in violation of money laundering laws or other regulations or immoral activities.

 

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Future potential reliance on and integration of artificial intelligence (AI) and machine learning (ML) technologies could expose us to various risks, including operational, data, regulatory, and reputational risks, which could materially affect our business and financial results.

The enhanced use of AI and ML by financial institutions can lead to a variety of risks.

 

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Operational & Model Risk: AI/ML models that can be used for credit scoring, fraud detection, customer service, and investment decisions can rely on complex algorithms and vast datasets. Errors, biases, or “hallucinations” (generating false information) in these models, or unexpected system failures, could lead to flawed decisions, financial losses, compliance failures, or degraded customer experiences, impacting profitability and client retention.

 

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Data Security & Privacy: AI systems process sensitive customer data. Security breaches or unauthorized access to these systems could result in data theft, loss of intellectual property, and significant penalties, damaging customer trust.

 

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Regulatory & Compliance Risk: The regulatory landscape for AI is rapidly evolving. New laws could impose costly compliance burdens, restrict AI use, or introduce liabilities, particularly concerning algorithmic bias and fair lending practices (e.g., “digital redlining”), potentially increasing operational costs and limiting service offerings.

 

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Talent & Third-Party Risk: Attracting and retaining skilled AI professionals is crucial and competitive. Financial institutions may also have greater dependence on third-party AI vendors, creating dependency risks and potential issues with data handling, model reliability, and licensing, all of which could disrupt operations.

 

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Reputational & Ethical Risk: Misuse of AI, biased outcomes, or privacy violations can harm a financial institution’s brand, erode customer confidence, and attract negative public attention, potentially affecting demand for services.

If we cannot effectively manage these challenges, including adapting to rapid technological change and ensuring responsible AI governance, our reputation, competitive position, and financial performance could be significantly harmed.

We maintain a defined pension benefit plan for the benefit of our employees. We may determine to terminate this plan in the future. We could incur an expense in connection with the termination, which could negatively affect our income during the year of the termination.

We maintain a defined pension benefit plan for the benefit of employees of BayCoast Bank. We may choose to terminate this plan in the future. The cost to terminate the plan primarily depends on the value of the plan’s assets and applicable interest rates at the time of such termination. We cannot estimate the actual costs associated with potential termination from the plan until the date of the termination, but if these costs were material, it would negatively impact future earnings in the year of termination.

The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of this offering, we will become a public reporting company. We expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. Section 404 of the Sarbanes-Oxley Act requires annual management

 

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assessments of the effectiveness of our internal control over financial reporting, starting with the second Annual Report on Form 10-K that we would expect to file with the Securities and Exchange Commission. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management’s attention from our operations.

We are a holding company and will depend on BayCoast Bank for dividends, distributions, and other payments.

Narragansett Bancorp, Inc. is a legal entity separate and distinct from BayCoast Bank. Revenues and cash flows of Narragansett Bancorp, Inc. (on a non-consolidated basis) will be derived primarily from dividends paid to it by BayCoast Bank. The right of Narragansett Bancorp, Inc., and consequently the right of our stockholders, to participate in any distribution of the assets or earnings of BayCoast Bank, through the payment of such dividends or otherwise, is necessarily subject to the prior claims of creditors of BayCoast Bank (including depositors), except to the extent that certain claims of Narragansett Bancorp, Inc. in a creditor capacity may be recognized. See “Our Policy Regarding Dividends” for a discussion of our expected dividend policy following the completion of the offering.

Risks Related to Accounting Matters

Changes in accounting standards could affect reported earnings.

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board (“FASB”), the Securities and Exchange Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing this prospectus as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for credit losses, the calculation of our deferred tax assets and our determinations with respect to the fair values of financial instruments.

Other Risks Related to Our Business

Legal and regulatory proceedings and related matters could adversely affect us.

We have been and may in the future become involved in legal and regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial costs and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, brand or image, or our financial condition and results of our operations.

 

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We are a community bank and our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees and by retaining, appointing or electing directors who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and employees. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents and questionable or fraudulent activities of our customers. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, any or all of which could adversely affect our business and operating results.

Severe weather, natural disasters and other external events could significantly affect our operations and results.

Severe weather or natural disasters, such as tornados, drought and other adverse external events, could have a significant effect on our ability to conduct business. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. Severe weather, natural disasters, environmental changes (such as coastal erosion) and changes in related regulations could also have direct negative effects on tourist and vacation spending in the area, the condition of waterfront properties, rental income from and value of beachfront and coastal properties and numerous industries within our coastal market areas, including the fishing and seafood processing industries. Accordingly, the occurrence of any such events could have a material adverse effect on our business, which, in turn, could adversely affect our financial condition and results of operations.

If our deposits grow too large, we may lose the benefits of excess deposit insurance provided by the Depositors Insurance Fund.

BayCoast Bank’s deposits are insured in full beyond federal deposit insurance coverage limits by the Depositors Insurance Fund, or the DIF, a private excess deposit insurer created under Massachusetts law. We believe offering full deposit insurance in excess of FDIC insurance limits gives us a competitive advantage for individual, corporate and municipal depositors having deposit balances. However, the DIF may require member institutions that pose greater than normal loss exposure risk to the DIF, including based on larger asset size, to take certain risk-mitigating measures or withdraw from the DIF. In such an event, an institution may be required to reduce its level of excess deposits, pay for the reinsurance of excess deposits, make an additional capital contribution to the DIF, provide collateral or take other risk-mitigating measures that the DIF may require, which may include entering into reciprocal deposit programs with other financial institutions or reciprocal deposit services. Any of the above measures may reduce our overall level of deposits and increase our reliance on other, more expensive or less stable sources for funding, including Federal Home Loan Bank advances, which would reduce net income.

Risks Related to the Offering

The future price of our common stock may be less than the purchase price in the offering.

If you purchase shares of common stock in the offering, you may not be able to sell them at or above the purchase price in the offering. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. After the shares of our

 

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common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. Price fluctuations in our common stock may be unrelated to our operating performance.

Persons who purchase stock in the offering will own a minority of Narragansett Bancorp, Inc.’s common stock and will not be able to exercise voting control over most matters put to a vote of stockholders.

Public stockholders will own a minority of the outstanding shares of Narragansett Bancorp, Inc.’s common stock. As a result, stockholders other than Narragansett Financial Corporation will not be able to exercise voting control over most matters put to a vote of stockholders. Narragansett Financial Corporation will own a majority of Narragansett Bancorp, Inc.’s common stock after the offering and, through its board of trustees, will be able to exercise voting control over most matters put to a vote of stockholders. Narragansett Financial Corporation may take action that the public stockholders believe to be contrary to their interests. For example, Narragansett Financial Corporation may exercise its voting control to defeat a stockholder nominee for election to the board of directors of Narragansett Bancorp, Inc.

In addition, stockholders will not be able to force a merger or second-step conversion transaction without the consent of Narragansett Financial Corporation since such a transaction requires the approval of the holders of a majority of the outstanding voting stock of Narragansett Bancorp, Inc., which can only be achieved if Narragansett Financial Corporation votes to approve such transactions. Some stockholders may desire a sale or merger transaction, since stockholders typically receive a premium for their shares, or a second-step conversion transaction, since, on a fully converted basis, most full stock institutions tend to trade at higher multiples than mutual holding companies. Stockholders could, however, prevent a second-step conversion or the implementation of equity incentive plans because under current regulations and policies, such matters also require the separate approval of the stockholders other than Narragansett Financial Corporation.

We have broad discretion in using the proceeds of the offering. Our failure to effectively deploy the net proceeds of the offering may have an adverse effect on our financial performance and the value of our common stock.

We intend to invest between $27.7 million and $37.9 million of the net proceeds of the offering (or $43.8 million at the adjusted maximum of the offering range) in BayCoast Bank. We also expect to use a portion of the net proceeds we retain to make a cash contribution to the charitable foundation and fund a loan for the purchase of shares of common stock in the offering by our employee stock ownership plan. We may use the remaining net proceeds to invest in short-term and other investments and for other general corporate purposes, including the repurchase of shares of our common stock. BayCoast Bank intends to use the net proceeds it receives to fund new loans, enhance existing products and services, invest in securities, expand its banking franchise by establishing or acquiring new branches or acquiring other financial institutions as opportunities arise, or for other general corporate purposes. With the exception of the loan to the employee stock ownership plan and the contribution to the charitable foundation, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and the timing thereof. Also, certain of these uses, such as acquiring other financial institutions, may require the approval of the Massachusetts Commissioner of Banks, the FDIC or the Federal Reserve Board. We have not established a timetable for investing the net proceeds, and, accordingly, we may not invest the net proceeds at a time that is most beneficial to Narragansett Bancorp, Inc., BayCoast Bank or our stockholders.

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market, subject to completion of the offering and compliance with certain conditions. Piper Sandler has advised us that it intends to make a market in our common

 

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stock following the offering, but it is under no obligation to do so or to continue to do so once trading begins. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. In addition, our public “float,” which is the number of our outstanding shares less the shares held by Narragansett Financial Corporation, our employee stock ownership plan and our directors and executive officers, may be limited. As a result, an active trading market for the common stock may not develop or, if it develops, it may not continue. If you purchase shares of common stock, you may not be able to sell them at or above $10.00 per share. Purchasers of common stock in this offering should have long-term investment intent and should recognize that there may be a limited trading market in the common stock. This may make it difficult to sell the common stock after the offering and may have an adverse impact on the price at which the common stock can be sold.

The capital we raise in the offering may negatively impact our return on equity until we can fully deploy the proceeds. This could negatively affect the trading price of our shares of common stock.

Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. Our return on equity may be relatively low until we are able to leverage the additional capital we receive from the offering. Although we anticipate increasing net interest income using proceeds of the offering, our return on equity will be reduced by the capital raised in the offering, higher expenses from the costs of being a public company, and added expenses associated with our employee stock ownership plan and the stock-based benefit plan we intend to adopt. Until we can increase our net interest income through investment of the proceeds of the offering, our return on equity may remain relatively low compared to our peer group, which may reduce the value of our shares.

If we declare dividends on our common stock, Narragansett Financial Corporation will be prohibited from waiving the receipt of dividends.

Narragansett Bancorp, Inc.’s board of directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. If Narragansett Bancorp, Inc. pays dividends to its stockholders, it also will be required to pay dividends to Narragansett Financial Corporation, unless Narragansett Financial Corporation is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Board’s current position is to not permit a bank holding company to waive dividends declared by its subsidiary. In addition, Massachusetts banking regulations prohibit Narragansett Financial Corporation from waiving dividends declared and paid by Narragansett Bancorp, Inc. unless the Massachusetts Commissioner of Banks does not object to the waiver and provided the waiver is not detrimental to the safe and sound operation of BayCoast Bank. Accordingly, because dividends will be required to be paid to Narragansett Financial Corporation along with all other stockholders, the amount of dividends available for all other stockholders will be less than if Narragansett Financial Corporation were permitted to waive the receipt of dividends.

Our stock-based benefit plans will increase our expenses, which will reduce our net income.

We intend to implement a stock-based benefit plan after the offering, subject to stockholder approval, which would increase our annual compensation and benefit expenses related to stock options and stock awards granted to participants under the stock-based benefit plan. The amount of these stock-related compensation and benefit expenses would depend on the number of options and stock awards granted, the fair value of the options and our stock on the date of grant, the vesting period, and other factors that we cannot predict at this time. If we implement a stock-based benefit plan within one year following the completion of the reorganization and offering, the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plan would be limited to 4% and 10%, respectively, of the aggregate amount of shares of common stock of Narragansett Bancorp, Inc. sold in the offering and contributed to the charitable foundation. If we award restricted shares of common stock or grant options in excess of these amounts under a stock-based benefit plan implemented more than one year after the completion of the offering, our expenses would increase further.

 

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We anticipate that our employee stock ownership plan will purchase 8% of the total number of shares of common stock sold in the offering and contributed to the charitable foundation. The cost of acquiring the shares of common stock for the employee stock ownership plan is estimated to be between $2.2 million at the minimum of the offering range and $3.4 million at the adjusted maximum of the offering range (assuming we are able to purchase all of such shares in the offering). We will record annual employee stock ownership plan expenses in an amount equal to the fair value of shares of common stock committed to be released to employees. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.

The estimated expense in the first year following the offering for shares purchased in the offering (or, if determined by our board of directors, in the after-market) by our employee stock ownership plan and for a stock-based benefit plan implemented within one year after the offering, subject to receipt of stockholder approval, is approximately $2.0 million ($1.7 million after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share offering price as fair market value. Actual expense may be higher if the price of our common stock at the time the shares are allocated or awarded is greater than $10.00 per share. For further discussion of our proposed stock-based plans, see “Management—Benefits to be Considered Following Completion of the Offering.”

The implementation of a stock-based benefit plan is likely to dilute your ownership interest.

We intend to adopt a stock-based benefit plan, which will allow participants to be awarded shares of common stock (at no cost to them) and/or options to purchase shares of our common stock, following the offering. If this stock-based benefit plan is funded solely from the issuance of authorized but unissued shares of common stock in the amounts discussed above, stockholders would experience dilution in their ownership interest totaling 5.93%. Although the implementation of a stock-based benefit plan will be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions or mutual holding company stock offerings have been approved by stockholders.

We have not determined the timing of the adoption of a stock-based benefit plan following the offering. Stock-based benefit plans adopted more than one year following the completion of the offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within one year, which would increase our expenses and the dilution to other stockholders.

If we adopt a stock-based benefit plan within one year following the completion of the offering, then we may grant shares of common stock or stock options under our stock-based benefit plan for up to 4% and 10%, respectively, of the aggregate number of shares of common stock sold in the offering and contributed to the charitable foundation. The amount of stock awards and stock options available for grant under the stock-based benefit plan may exceed these amounts, provided the stock-based benefit plan is adopted more than one year following the offering. Although the implementation of a stock-based benefit plan will be subject to stockholder approval, the determination as to the timing of the implementation of such plan will be at the discretion of our board of directors. A stock-based benefit plan that provides for awards in excess of these amounts would increase our expenses beyond the amounts estimated in “—Our stock-based benefit plans will increase our expenses, which will reduce our net income.” A stock-based benefit plan that provides for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “—The implementation of a stock-based benefit plan is likely to dilute your ownership interest.”

Various factors may make takeover attempts more difficult to achieve.

Stock banks or their holding companies, as well as individuals, may not acquire control of a company organized in the mutual holding company structure, such as Narragansett Bancorp, Inc. As a result, the only persons that may acquire control of a mutual holding company are other mutual savings institutions or mutual holding companies. Accordingly, it is very unlikely that Narragansett Bancorp, Inc. would be subject to any takeover attempt by activist stockholders or other financial institutions.

 

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Under applicable regulations, for a period of three years following completion of the reorganization, no person may acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board and the Massachusetts Commissioner of Banks. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a bank holding company. Also, a bank holding company must obtain the prior approval of the Federal Reserve Board before, among other things, acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any bank, including BayCoast Bank.

There also are provisions in our articles of incorporation that may be used to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of the shares of common stock outstanding. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors, employment and change in control agreements that we have entered into with our executive officers and other factors may make it more difficult for companies or persons to acquire control of Narragansett Bancorp, Inc. without the consent of our board of directors. Taken as a whole, these statutory provisions and provisions in our articles of incorporation could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock.

For additional information, see “Restrictions on the Acquisition of Narragansett Bancorp, Inc. and BayCoast Bank,” “Management—Executive Compensation” and “—Benefits to be Considered Following Completion of the Offering.”

Our stock value may be negatively affected by applicable regulations that restrict stock repurchases.

Under current federal regulations, we may not repurchase shares of our common stock during the first year following the completion of the reorganization and offering, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund management recognition plans (which would require notification to the Federal Reserve Board) or tax-qualified employee stock benefit plans. In addition, under state regulations, we may not repurchase shares of our common stock during the first three years following the completion of the offering except to fund tax-qualified or nontax-qualified employee stock benefit plans, or except in amounts not greater than 5% of our outstanding shares of common stock where compelling and valid business reasons are established to the satisfaction of the Massachusetts Commissioner of Banks. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase our shares of common stock following the offering may negatively affect our stock price.

Our articles of incorporation provide that, subject to limited exceptions, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

The articles of incorporation of Narragansett Bancorp, Inc. provide that, unless Narragansett Bancorp, Inc. consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Narragansett Bancorp, Inc., (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Narragansett Bancorp, Inc. to Narragansett Bancorp, Inc. or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be conducted in a state or federal court located within the State of Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with Narragansett Bancorp, Inc. and its directors, officers, and other employees, or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.

 

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You may not revoke your decision to purchase Narragansett Bancorp, Inc. common stock in the subscription or community offerings after you send us your order.

Funds submitted or automatic withdrawals authorized in connection with the purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the offering, including any extension of the expiration date and consummation of a syndicated offering. Because completion of the offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, among other factors, there may be one or more delays in completing the offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond [extension date], or the number of shares to be sold in the offering is increased to more than 9,098,800 shares or decreased to fewer than 5,848,000 shares.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted to certain current or former depositors of BayCoast Bank employees, officers, directors, trustees and corporators are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel, Luse Gorman, PC, that it is more likely than not that such rights have no value; however, such opinion is not binding on the Internal Revenue Service.

Risks Related to Our Contribution to the Charitable Foundation

Our contribution to the charitable foundation will adversely affect net income.

In connection with the reorganization and offering, we intend to contribute to a new charitable foundation 272,000, 320,000, 368,000 and 423,200 shares of common stock at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, and $600,000 in cash. The contribution will have an adverse effect on our net income for the quarter and year in which we make the issuance and contribution to the charitable foundation. At the adjusted maximum of the offering range, the after-tax expense of the contribution will reduce net income by approximately $3.6 million during the quarter in which the contribution is made. We had net income of $1.2 million for the three months ended March 31, 2026 and net income of $6.0 million for the year ended December 31, 2025.

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

The Internal Revenue Service may not grant tax-exempt status to the charitable foundation. If the contribution is not deductible, we would not receive any tax benefit from the contribution. The total value of the contribution would be $4.8 million at the adjusted maximum of the offering range, which would result in after-tax expense of approximately $3.6 million. In the event that the Internal Revenue Service does not grant tax-exempt status to the charitable foundation or the contribution to the charitable foundation is otherwise not tax deductible, we would recognize after-tax expense up to the total value of the entire contribution.

In addition, even if the contribution is tax deductible, we may not have sufficient taxable income to be able to fully use the tax deduction from our contribution to the charitable foundation. Pursuant to the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (income before federal income taxes and charitable contributions) in any one year for charitable contributions. Any contribution in excess of the 10% limit during the year in which the charitable contribution is made may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period (including the year in which the charitable contribution is made).

 

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Our contribution to the charitable foundation will dilute your ownership interest.

Persons purchasing shares in the offering will have their ownership and voting interests in Narragansett Bancorp, Inc. (excluding the shares held by Narragansett Financial Corporation) diluted by 4.44% due to the contribution of shares of common stock to the charitable foundation.

 

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SELECTED FINANCIAL AND OTHER DATA

The following tables set forth selected historical financial and other data for Narragansett Financial Corporation and BayCoast Bank at the dates and for the periods indicated. It is only a summary and it should be read in conjunction with the business and financial information contained elsewhere in this prospectus, including the consolidated financial statements beginning on page F-1. The information at December 31, 2025 and 2024, and for the years ended December 31, 2025 and 2024 is derived in part from the audited consolidated financial statements appearing elsewhere in this prospectus. The information at March 31, 2026, and for the three months ended March 31, 2026 and 2025 is unaudited and reflects only normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the results to be achieved for the full year ending December 31, 2026 or for any other period.

 

		At March 31, 2026				At December 31,
						2025				2024
		(In thousands)
Selected Financial Condition Data:
Total assets		$	2,896,855			$	2,858,576			$	2,934,403
Cash and cash equivalents			79,147				38,519				75,957
Securities available for sale			345,667				342,292				287,373
Marketable equity securities			2,248				2,188				2,039
Loans, net of allowance for credit losses on loans			2,239,623				2,236,274				2,333,986
Loans held for sale			14,854				21,262				8,945
Bank owned life insurance			41,530				40,962				37,597
Goodwill and other intangible assets			28,024				28,186				29,097
Deposits			2,466,761				2,423,306				2,325,880
Borrowings			95,510				98,063				270,608
Subordinated debt (net of issuance costs)			94,674				94,578				109,193
Total retained earnings			186,644				186,846				170,611

 

		For the Three Months Ended March 31,								For the Years Ended December 31,
		2026				2025				2025				2024
		(In thousands)
Selected Operating Data:
Interest and dividend income		$	34,421			$	35,192			$	143,310			$	141,759
Interest expense			(14,255	)			(17,663	)			(67,186	)			(76,400	)
Net interest income before provision for credit losses			20,166				17,529				76,124				65,359
Provision for credit losses			(1,700	)			(1,890	)			7,360				(7,520	)
Net interest income after provision for credit losses			18,466				15,639				68,764				57,839
Other income			12,303				11,267				50,302				47,535
Operating expenses			(29,255	)			(27,134	)			(113,898	)			(98,916	)
Income (loss) before income taxes			1,514				(228	)			5,168				6,458
Income tax (expense) benefit			(266	)			105				831				(1,149	)
Net income (loss)		$	1,248			$	(123	)		$	5,999			$	5,309

 

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		At or For the Three Months Ended March 31,								At or For the Years Ended December 31,
		2026				2025				2025				2024
Performance Ratios:
Return (loss) on average assets (1)			0.18	%			(0.02	)%			0.21	%			0.18	%
Return (loss) on average equity (1)			2.71	%			(0.29	)%			3.39	%			3.25	%
Interest rate spread (2)			2.59	%			2.12	%			2.37	%			1.94	%
Net interest margin (1)(3)			3.01	%			2.56	%			2.08	%			2.38	%
Noninterest expense to average assets (1)			4.12	%			3.83	%			4.00	%			3.46	%
Efficiency ratio (4)			90.58	%			93.48	%			89.61	%			87.58	%
Average interest-earning assets to average interest-bearing liabilities			119.45	%			117.21	%			118.95	%			117.74	%
Loans to deposits ratio			92.15	%			95.89	%			93.65	%			100.35	%
Capital Ratios:
Tier 1 capital to average assets (BayCoast Bank only)			8.22	%			8.11	%			8.18	%			8.14	%
Tier 1 capital to risk-weighted assets (BayCoast Bank only)			10.69	%			10.73	%			10.59	%			10.62	%
Common equity tier 1 capital to risk-weighted assets (BayCoast Bank only)			10.69	%			10.73	%			10.59	%			10.62	%
Total capital to risk-weighted assets (BayCoast Bank only)			11.94	%			11.94	%			11.92	%			11.76	%
Average equity to average assets			6.51	%			5.83	%			6.04	%			5.56	%
Asset Quality Ratios:
Allowance for credit losses on loans as a percentage of total loans			1.31	%			1.20	%			1.28	%			1.11	%
Allowance for credit losses on loans as a percentage of non-performing loans			66.15	%			467.64	%			77.69	%			481.69	%
Net (charge-offs) recoveries to average outstanding loans during the period (1)			(0.19	)%			(0.03	)%			(0.18	)%			(0.02	)%
Non-performing loans as a percentage of total loans			1.97	%			0.26	%			1.65	%			0.23	%
Non-performing loans as a percentage of total assets			1.55	%			0.20	%			1.31	%			0.19	%
Total non-performing assets as a percentage of total assets			1.55	%			0.20	%			1.31	%			0.19	%
Other:
Number of offices			25				25				25				25
Number of full-time equivalent employees			532				523				523				519

(1)	Annualized for the three-month periods.

(2)	Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3)	Represents net interest income as a percentage of average interest-earning assets.

(4)	Represents operating expense divided by the sum of net interest income and other income.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “indicate,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and words of similar meaning. These forward-looking statements include, but are not limited to:

 

•

statements of our goals, intentions and expectations;

 

•

statements regarding our business plans, prospects, growth and operating strategies;

 

•

statements regarding the quality of our loan and investment portfolios; and

 

•

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

•

general economic conditions, including any recessionary conditions and/or increases in unemployment, either nationally or in our market areas, that are worse than expected;

 

•

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;

 

•

our ability to access cost-effective funding;

 

•

fluctuations in real estate values and both residential and commercial real estate market conditions;

 

•

demand for loans, deposits and non-banking services in our market area;

 

•

our ability to implement our business strategy;

 

•

competition among depository and other financial institutions, including with respect to our ability to charge overdraft fees;

 

•

inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

 

•

adverse changes in the securities or secondary mortgage markets;

 

•

changes in laws or government regulations or policies affecting financial institutions and/or their holding companies, including changes in regulatory fees, capital requirements and insurance premiums;

 

48

•

monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;

 

•

changes in the quality or composition of our loan or investment portfolios;

 

•

technological changes that may be more difficult or expensive than expected;

 

•

the inability of third-party providers to perform as expected;

 

•

a failure or breach of our operational or security systems or infrastructure, including cyberattacks;

 

•

our ability to manage market risk, credit risk and operational risk;

 

•

our ability to enter new markets successfully and capitalize on growth opportunities;

 

•

our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;

 

•

changes in consumer spending, borrowing and savings habits;

 

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, FASB, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

 

•

changes in accounting and/or tax estimates;

 

•

our ability to retain key employees;

 

•

the effects of any national or global conflict, war or act of terrorism;

 

•

the ability of the U.S. Government to remain open, function properly and manage federal debt limits;

 

•

the impact of a pandemic on our operations and financial results and those of our customers;

 

•

our compensation expense associated with equity allocated or awarded to our employees; and

 

•

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please see “Risk Factors.”

 

49

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

Although we will not be able to determine the amount of actual net proceeds we will receive from the sale of shares of common stock until the offering is completed, we anticipate that the net proceeds will be between $55.5 million and $75.9 million, or $87.6 million if the offering is increased by 15%.

Narragansett Bancorp, Inc. intends to distribute the net proceeds from the offering as follows:

 

		Based Upon the Sale at $10.00 Per Share of:
		5,848,000 Shares								6,880,000 Shares								7,912,000 Shares								9,098,800 Shares (1)
		Amount				Percent of Net Proceeds				Amount				Percent of Net Proceeds				Amount				Percent of Net Proceeds				Amount				Percent of Net Proceeds
		(Dollars in thousands)
Gross offering proceeds		$	58,480							$	68,800							$	79,120							$	90,988
Less: offering expenses			(3,001	)							(3,129	)							(3,256	)							(3,403	)
Net offering proceeds		$	55,479				100.0	%		$	65,671				100.0	%		$	75,864				100.0	%		$	87,585				100.0	%
Distribution of net proceeds:
To BayCoast Bank		$	27,740				50.0	%		$	32,836				50.0	%		$	37,932				50.0	%		$	43,793				50.0	%
To the charitable foundation		$	600				1.1	%		$	600				0.9	%		$	600				0.8	%		$	600				0.7	%
Funding loan to employee stock ownership plan (2)		$	4,896				8.8	%		$	5,760				8.8	%		$	6,624				8.7	%		$	7,618				8.7	%
Retained by Narragansett Bancorp, Inc.		$	22,243				40.1	%		$	26,475				40.3	%		$	30,708				40.5	%		$	35,574				40.6	%

(1)	As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2)

The employee stock ownership plan will purchase 8% of the aggregate number of shares sold in the offering and contributed to the charitable foundation with funds from a loan by Narragansett Bancorp, Inc. The loan will be repaid principally through BayCoast Bank’s contribution to the employee stock ownership plan over the anticipated 20-year term of the loan. The interest rate for the employee stock ownership plan loan is expected to be equal to the prime rate, as published in The Wall Street Journal, on the closing date of the offering.

The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if a syndicated offering were used to sell shares of common stock not purchased in the subscription and community offerings. See “The Reorganization and Offering—Plan of Distribution; Selling Agent Compensation” for a discussion of fees to be paid in the event that shares are sold in a syndicated offering. Payments for shares made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of BayCoast Bank’s deposits. BayCoast Bank will receive at least 50% of the net proceeds of the offering.

Narragansett Bancorp, Inc. may use the proceeds it retains from the offering:

 

•

to repay a portion of the subordinated debt currently held by Narragansett Financial Corporation, which will be held at Narragansett Bancorp, Inc. following the completion of the reorganization and offering;

 

•

to invest in securities;

 

•

to repurchase shares of its common stock;

 

•

to pay cash dividends to stockholders; and

 

•

for other general corporate purposes.

 

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As of March 31, 2026, Narragansett Financial Corporation held $95.0 million of subordinated debt. Immediately following the reorganization and offering, Narragansett Financial Corporation will transfer the subordinated debt to Narragansett Bancorp, Inc. The outstanding subordinated debt consists of the following:

 

•

2022 Debt. On December 1, 2022, Narragansett Financial Corporation issued subordinated debt (the “2022 Debt”) in a private placement offering in the principal amount of $40,000,000. The 2022 Debt accrues interest at 8.5% per annum for the first five years. Beginning December 1, 2027, the interest rate resets quarterly to an interest rate per annum equal to the then-current three-month SOFR plus 481 basis points. The 2022 Debt matures on December 1, 2032, but may be redeemed on any scheduled interest payment date on or after December 1, 2027, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2022 Debt to be redeemed plus accrued and unpaid interest. As of March 31, 2026, there was $40.0 million of principal amount remaining outstanding on the 2022 Debt.

 

•

2021 Debt. On April 30, 2021, Narragansett Financial Corporation issued subordinated debt (the “2021 Debt”) in a private placement offering in the principal amount of $45,000,000. The 2021 Debt accrued interest at 3.875% per annum for the first five years. Beginning May 15, 2026, the interest rate resets quarterly to an interest rate per annum equal to the then-current three-month SOFR plus 319 basis points. The interest rate reset to 6.84107% on May 31, 2026. The 2021 Debt matures on May 15, 2031, but may be redeemed on any scheduled interest payment date on or after May 15, 2026, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2021 Debt to be redeemed plus accrued and unpaid interest. As of March 31, 2026, there was $45.0 million of principal amount remaining outstanding on the 2021 Debt.

 

•

2017 Debt. On November 28, 2017, Narragansett Financial Corporation issued subordinated debt (the “2017 Debt”) in a private placement offering in the principal amount of $25,000,000. During the year ended December 31, 2025, we redeemed $15,000,000 of the 2017 Debt. Beginning December 15, 2023, the interest rate resets quarterly to an interest rate per annum equal to the then-current three-month SOFR plus 401.161 basis points. The interest rate was 7.69% at March 31, 2026. The 2017 Debt matures on December 15, 2027, but may be redeemed on any scheduled interest payment date on or after December 15, 2023, and thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2017 Debt to be redeemed plus accrued and unpaid interest. As of March 31, 2026, there was $10.0 million of principal amount remaining outstanding on the 2017 Debt.

See “Our Policy Regarding Dividends” for a discussion of our expected dividend policy following the completion of the offering. Under current federal regulations, we may not repurchase shares of our common stock during the first year following the completion of the offering, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund management recognition plans (which would require notification to the Federal Reserve Board) or tax-qualified employee stock benefit plans. In addition, under state regulations, we may not repurchase shares of our common stock during the first three years following the completion of the offering except to fund tax-qualified or nontax-qualified employee stock benefit plans, or except in amounts not greater than 5% of our outstanding shares of common stock where compelling and valid business reasons are established to the satisfaction of the Massachusetts Commissioner of Banks. Furthermore, our ability to pay dividends and repurchase our shares of common stock may be limited due to the $95.0 million of subordinated debt as of March 31, 2026 that will be held at Narragansett Bancorp, Inc. following the completion of the reorganization and offering.

BayCoast Bank may use the proceeds it retains from the offering:

 

•

to fund new loans;

 

•

to purchase securities as permitted under its investment policy;

 

•

to enhance existing, or support the growth and development of, new products and services;

 

51

•

to expand its banking franchise organically through de novo branching or through acquisitions of or liftout transactions from financial services businesses; and

 

•

for other general corporate purposes.

Initially, a substantial portion of the net proceeds will be invested in short-term investments, investment-grade debt obligations and mortgage-backed securities. We have not determined specific amounts of the net proceeds that would be used for the purposes described above. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions. The use of the proceeds may also change depending on our ability to receive regulatory approval to establish new branches or acquire other financial institutions.

Our return on equity may be low until we are able to reinvest effectively the additional capital raised in the offering, which may negatively affect the value of our common stock. See “Risk Factors—Risks Related to the Offering—We have broad discretion in using the proceeds of the offering. Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance and the value of our common stock.”

OUR POLICY REGARDING DIVIDENDS

Following completion of the offering, our board of directors will have the authority to declare dividends on our common stock, subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. However, due to the regulatory restrictions described below, we do not currently anticipate paying cash dividends on our common stock. The payment and amount of any dividend payments will depend upon a number of factors. We cannot assure you that we will pay dividends in the future, or that any such dividends will not be reduced or eliminated in the future.

Narragansett Bancorp, Inc. will not be permitted to pay dividends on its common stock if its stockholders’ equity would be reduced below the amount of the liquidation account established by Narragansett Bancorp, Inc. in connection with the offering. The source of dividends will depend on the net proceeds retained by Narragansett Bancorp, Inc. and earnings thereon, and dividends from BayCoast Bank. In addition, Narragansett Bancorp, Inc. will be subject to state law limitations and federal bank regulatory policy on the payment of dividends.

If Narragansett Bancorp, Inc. pays dividends to its stockholders, it will be required to pay dividends to Narragansett Financial Corporation. The Federal Reserve Board’s current policy prohibits the waiver of dividends by mutual holding companies that are regulated as bank holding companies (as opposed to savings and loan holding companies). Any such payment would dilute our minority stockholders. In addition, Massachusetts banking regulations prohibit Narragansett Financial Corporation from waiving dividends declared and paid by Narragansett Bancorp, Inc. unless the Massachusetts Commissioner of Banks does not object to the waiver and provided the waiver is not detrimental to the safe and sound operation of BayCoast Bank. Accordingly, we do not currently anticipate that Narragansett Financial Corporation will be permitted to waive dividends paid by Narragansett Bancorp, Inc. See “Risk Factors—If we declare dividends on our common stock, Narragansett Financial Corporation will be prohibited from waiving the receipt of dividends.”

Furthermore, our ability to pay dividends may be limited due to the $95.0 million of subordinated debt as of March 31, 2026 that will be held at Narragansett Bancorp, Inc. following the completion of the reorganization and offering.

After the completion of the offering, BayCoast Bank will not be permitted to make a capital distribution if, after making such distribution, it would be undercapitalized. In addition, Massachusetts banking law imposes limitations on capital distributions by savings institutions. See “Supervision and Regulation—Massachusetts Banking Laws and Supervision—Dividends.”

 

52

Narragansett Bancorp, Inc. will file a consolidated federal tax return with BayCoast Bank. Accordingly, it is anticipated that any cash distributions made by us to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal tax purposes. Additionally, during the three-year period following the offering, we will not be permitted to make any capital distribution to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

MARKET FOR THE COMMON STOCK

Narragansett Bancorp, Inc. has never issued capital stock. Accordingly, there is no established market for our common stock. Narragansett Bancorp, Inc. expects that its common stock will be quoted on the Nasdaq Capital Market under the symbol “NARA” upon completion of the reorganization and offering, including the presence of at least three registered and active market makers. Piper Sandler has advised us that it intends to make a market in shares of our common stock following the offering, but it is not obligated to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, there can be no assurance that we will be successful in obtaining such commitments.

The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. There can be no assurance that, if you purchase shares of common stock in the offering, you will be able to sell them at or above $10.00 per share. Purchasers of common stock in this offering should have long-term investment intent and should recognize that there may be a limited trading market in the common stock.

 

53

HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE OF BAYCOAST BANK

At March 31, 2026, BayCoast Bank exceeded all applicable regulatory capital requirements and was considered “well-capitalized.” The table below sets forth, at March 31, 2026, the historical equity capital and regulatory capital and the pro forma equity capital and regulatory capital of BayCoast Bank after giving effect to the sale of shares of common stock at $10.00 per share. The tabular data assumes the receipt by BayCoast Bank of 50% of the net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

 

		BayCoast Bank Historical at March 31, 2026								Pro Forma at March 31, 2026 Based Upon the Sale in the Offering of (1):
										5,848,000 Shares								6,880,000 Shares								7,912,000 Shares								9,098,800 Shares (2)
		Amount				Percent of Assets				Amount				Percent of Assets				Amount				Percent of Assets				Amount				Percent of Assets				Amount				Percent of Assets
		(Dollars in thousands)
Equity capital		$	258,226				8.95	%		$	278,622				9.56	%		$	282,422				9.68	%		$	286,222				9.79	%		$	290,592				9.92	%
Tier 1 leverage capital (3)(4)		$	234,201				8.22	%		$	254,597				8.85	%		$	258,397				8.97	%		$	262,197				9.09	%		$	266,567				9.22	%
Tier 1 leverage requirement			142,406				5.00				143,792				5.00				144,047				5.00				144,302				5.00				144,595				5.00
Excess		$	91,796				3.22	%		$	110,805				3.85	%		$	114,350				3.97	%		$	117,895				4.09	%		$	121,972				4.22	%
Tier 1 risk-based capital (3)(4)		$	234,201				10.69	%		$	254,597				11.59	%		$	258,397				11.76	%		$	262,197				11.92	%		$	266,567				12.12	%
Tier 1 risk-based requirement			175,303				8.00				175,747				8.00				175,828				8.00				175,910				8.00				176,004				8.00
Excess		$	58,898				2.69	%		$	78,850				3.59	%		$	82,569				3.76	%		$	86,287				3.92	%		$	90,563				4.12	%
Total risk-based capital (3)(4)		$	261,594				11.94	%		$	281,990				12.84	%		$	285,790				13.00	%		$	289,590				13.17	%		$	293,960				13.36	%
Total risk-based requirement			219,129				10.00				219,683				10.00				219,785				10.00				219,887				10.00				220,005				10.00
Excess		$	42,465				1.94	%		$	62,307				2.84	%		$	66,005				3.00	%		$	69,703				3.17	%		$	73,955				3.36	%
Common equity tier 1 risk-based capital (3)(4)		$	234,201				10.69	%		$	254,597				11.59	%		$	258,397				11.76	%		$	262,197				11.92	%		$	266,567				12.12	%
Common equity tier 1 risk-based requirement			142,434				6.50				142,794				6.50				142,861				6.50				142,927				6.50				143,003				6.50
Excess		$	91,767				4.19	%		$	111,803				5.09	%		$	115,536				5.26	%		$	119,270				5.42	%		$	123,564				5.62	%
Reconciliation:
Net proceeds infused into BayCoast Bank										$	27,740							$	32,836							$	37,932							$	43,793
Less: Common stock acquired by employee stock ownership plan											(4,896	)							(5,760	)							(6,624	)							(7,618	)
Less: Common stock acquired by stock-based benefit plan											(2,448	)							(2,880	)							(3,312	)							(3,809	)
Pro forma increase in leverage capital										$	20,396							$	24,196							$	27,996							$	32,366

(1)

Pro forma capital levels assume that the employee stock ownership plan purchases 8% of the aggregate number of shares of common stock of Narragansett Bancorp, Inc. sold in the offering and contributed to the charitable foundation with funds we lend and that our stock-based benefit plan issues a number of shares equal to 4% of the aggregate number of shares of common stock sold in the offering and contributed to the charitable foundation for restricted stock awards. Pro forma capital calculated under U.S. generally accepted accounting principles (“GAAP”) and regulatory capital have been reduced by the amount required to fund these plans. See “Management” for a discussion of the employee stock ownership plan.

(2)	As adjusted to give effect to an increase in the number of shares, which increase could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(3)	Leverage capital levels are shown as a percentage of total average assets.

(4)	Pro forma dollar amounts and percentages assume net proceeds are invested in assets with a 20% risk weighting.

 

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