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 9, 2026
URSB Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 333-290213 | 39-4348578 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| 11-15 Cooke Avenue, Carteret, New Jersey | 07008 | |
| (Address of Principal Executive Offices) | (Zip 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 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 9, 2026, URSB Bancorp, Inc., the proposed holding company of United Roosevelt Savings Bank (the “Bank”), issued a press release to announce the results of the subscription offering it conducted in connection with the mutual-to-stock conversion of United Roosevelt, MHC, the Bank’s mutual holding company. A copy of the press release is filed as an exhibit hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99 | Press Release dated March 9, 2026 |
| 104 | Cover Page Interactive Data 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 9, 2026 | By: | /s/ Kenneth R. Totten |
| Kenneth R. Totten | ||
| Chairman, President and Chief Executive Officer |
Exhibit 99
PRESS RELEASE
Contact:
Kenneth R. Totten
Chairman, President and Chief Executive Officer
(732) 541-5445
URSB Bancorp, Inc. Announces SubscriptionOffering Results
Carteret, NJ; March 9, 2026 – URSB Bancorp, Inc. (the “Company”), the proposed holding company of United Roosevelt Savings Bank (the “Bank”), announced today the results of the subscription offering conducted in connection with the mutual-to-stock conversion of United Roosevelt, MHC (the “MHC”), the Bank’s mutual holding company.
The subscription offering was oversubscribed in the third priority category by the Bank’s supplemental eligible account holders as of the close of business on December 31, 2025. Valid subscription orders for more than the $23,143,750 adjusted maximum of the offering range were received. As a result of the oversubscription, the subscription orders are subject to the priorities and allocation procedures disclosed in the Company’s Prospectus dated January 9, 2026.
At a Special Meeting of Depositors held on February 26, 2026, the Bank’s depositors approved the MHC’s Plan of Conversion and the funding and establishment of a charitable foundation in connection with the conversion. The closing of the conversion remains subject to the receipt of final regulatory approval and the satisfaction of other customary closing conditions. The Company intends to issue a press release when final regulatory approvals are received and an expected closing date is established.
Luse Gorman, PC is acting as legal counsel to the Company and the Bank. Janney Montgomery Scott LLC acted as the Company’s marketing agent in the subscription offering, and Stevens & Lee is acting as its legal counsel.
Legal Disclosure
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.
Forward-Looking Statements
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,” or “may.” 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, but are not limited to, delay or failure to receive final regulatory approvals and delay in closing the conversion and stock offering.