8-K
URSB Bancorp, Inc. (URSB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
March 26, 2026
URSBBancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 000-56829 | 39-4348578 |
|---|---|---|
| (State<br> or Other Jurisdiction of Incorporation) | (Commission<br> File No.) | (I.R.S.<br> Employer Identification No.) |
| 11-15<br> Cooke Avenue, Carteret,<br> New Jersey | 07008 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(732)
541-5445
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which<br> Registered |
|---|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
|---|
On March 26, 2026, URSB Bancorp, Inc., the stock holding company of United Roosevelt Savings Bank (the “Bank”), closed its initial public offering in connection with the mutual-to-stock conversion of United Roosevelt, MHC, the Bank’s former mutual holding company. For further information, reference is made to the press release filed as an exhibit hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99 | Press Release dated March 26, 2026 |
| 104 | Cover Page Interactive Data<br> File (Embedded within Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| URSB BANCORP, INC. | ||
|---|---|---|
| Date: March 26, 2026 | By: | /s/ David Van Steyn |
| David Van Steyn | ||
| Chief Financial Officer |
Exhibit 99
PRESS RELEASE
Contact:
Kenneth R. Totten
Chairman, President and Chief Executive Officer
(732) 541-5445
URSB Bancorp, Inc. Closes Initial PublicOffering
Carteret, NJ; March 26, 2026 – URSB Bancorp, Inc. (the “Company”), the stock holding company of United Roosevelt Savings Bank (the “Bank”), announced today the closing of its initial public offering in connection with the mutual-to-stock conversion of United Roosevelt, MHC (the “MHC”), the Bank’s former mutual holding company, effective as of the close of business today. The Company’s common stock is expected to be quoted on the OTCQB Market under the ticker symbol “URSB” beginning on March 27, 2026.
The Company sold 2,314,375 shares of common stock (the adjusted maximum of the offering range), which includes 186,750 shares sold to the Bank’s Employee Stock Ownership Plan (the “ESOP”), at a price of $10.00 per share for gross offering proceeds (before deducting offering expenses) of approximately $23.1 million. The Company also contributed 20,000 additional shares of its common stock to the URSB Charitable Foundation, Inc., established and funded in connection with the conversion. The Company has 2,334,375 shares of common stock issued and outstanding as a result of the closing of the conversion and stock offering.
Pacific Stock Transfer Company, the Company’s transfer agent, intends to mail Direct Registration System (“DRS”) Book-Entry statements for the shares purchased in the Subscription Offering, and refund and interest checks, on or about March 27, 2026.
Luse Gorman, PC acted as legal counsel to the Company, the MHC and the Bank. Janney Montgomery Scott LLC acted as the Company’s marketing agent in the stock offering, and Stevens & Lee acted as its legal counsel.
Forward-Looking Statements Disclosures
This press release contains certain forward-looking statements about the conversion and stock offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or words of similar import. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include possible unforeseen delays in delivering DRS Book-Entry statements or interest and refund checks; and/or delays in the start of trading due to market disruptions or otherwise.
Legal Disclosures
The shares of common stock of URSB Bancorp, Inc. are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other government agency.