SR Bancorp Sets Nov. 19 Annual Meeting; Board Recommends All Proposals

TL;DR

**SRBK's annual meeting is a rubber stamp for the board and auditor, signaling stability but little change for investors.**

AI Summary

SR Bancorp, Inc. (SRBK) is holding its annual meeting on November 19, 2025, at the Bridgewater Marriott to elect directors and ratify Baker Tilly US, LLP as its independent auditor for the fiscal year ending June 30, 2026. As of September 22, 2025, there were 8,707,164 shares of common stock outstanding, with each share carrying one vote. The Board of Directors, consisting of eight members, has determined that five directors are independent, while David M. Orbach, Christopher J. Pribula, and William P. Taylor are not due to their executive officer roles. The company emphasizes strong corporate governance, with separate roles for Chairman of the Board (Mr. Orbach) and CEO (Mr. Taylor) at the holding company level, though Mr. Taylor holds both roles at the subsidiary Somerset Regal Bank. The Audit Committee, chaired by Douglas M. Sonier, who is an 'audit committee financial expert,' met 5 times in fiscal 2025. The Compensation Committee met 4 times, and the Nominating and Corporate Governance Committee met once. The Board unanimously recommends voting 'FOR' each director nominee and 'FOR' the ratification of Baker Tilly US, LLP.

Why It Matters

This DEF 14A filing outlines SR Bancorp's upcoming annual meeting, crucial for investors to understand board composition and auditor oversight. The election of directors directly impacts the company's strategic direction and governance, while the ratification of Baker Tilly US, LLP ensures continued financial transparency and accountability. For employees and customers of Somerset Regal Bank, stable leadership and robust governance signal a reliable institution. In a competitive banking landscape, strong corporate governance, as highlighted by SRBK's separation of Chairman and CEO roles at the holding company, can enhance investor confidence and market perception.

Risk Assessment

Risk Level: low — The filing primarily concerns routine annual meeting proposals like director elections and auditor ratification, which are standard corporate governance items. There are no indications of contentious votes, significant financial distress, or major strategic shifts that would introduce high risk. The Board's unanimous recommendations for all proposals further reduce immediate risk.

Analyst Insight

Investors should review the director nominees' qualifications and the auditor's history, but given the routine nature of the proposals and unanimous board recommendations, no immediate action beyond casting votes as desired is suggested. This filing reinforces SRBK's stable governance structure.

Key Numbers

• 8,707,164 — Shares of common stock outstanding (As of September 22, 2025, each with one vote)
• 5 — Number of independent directors (Out of 8 total directors on the Board)
• 3 — Number of non-independent directors (David M. Orbach, Christopher J. Pribula, and William P. Taylor)
• 5 — Audit Committee meetings (Held in fiscal year 2025)
• 4 — Compensation Committee meetings (Held in fiscal year 2025)
• 1 — Nominating and Corporate Governance Committee meetings (Held in fiscal year 2025)
• 10% — Voting limit for beneficial ownership (Record holders owning more than 10% of outstanding shares are not entitled to vote shares in excess of this limit)
• November 19, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• September 22, 2025 — Record Date (Stockholders as of this date are eligible to vote)
• June 30, 2026 — Fiscal Year End (For which Baker Tilly US, LLP is appointed as independent auditor)

Key Players & Entities

• SR Bancorp, Inc. (company) — Registrant and holding company for Somerset Regal Bank
• Somerset Regal Bank (company) — Wholly-owned subsidiary of SR Bancorp, Inc.
• David M. Orbach (person) — Executive Chairman of SR Bancorp, Inc. and non-independent director
• William P. Taylor (person) — Chief Executive Officer of SR Bancorp, Inc. and Somerset Regal Bank, and non-independent director
• Christopher J. Pribula (person) — Executive officer of the Company and the Bank, and non-independent director
• Baker Tilly US, LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
• Douglas M. Sonier (person) — Chairperson of the Audit Committee and 'audit committee financial expert'
• Anthony Cuzzolino (person) — Corporate Secretary of SR Bancorp, Inc.
• Nasdaq Stock Market (regulator) — Source of listing standards for director independence
• Securities and Exchange Commission (regulator) — Regulator for financial filings and audit committee financial expert definition

FAQ

Industry Context

SR Bancorp operates within the community banking sector, which is characterized by local market focus and relationship-based lending. The industry is subject to evolving regulatory landscapes and increasing competition from larger financial institutions and fintech companies. Interest rate sensitivity and credit risk management are key operational considerations for community banks.

Regulatory Implications

As a bank holding company, SR Bancorp is subject to oversight by federal and state banking regulators. Changes in banking regulations, capital requirements, and compliance standards can impact operational costs and strategic decisions. The company's adherence to these regulations is crucial for maintaining its charter and operational viability.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditor
3. Ensure Your Vote is Counted

Key Dates

• 2025-11-19: Annual Meeting of Stockholders — To elect directors and ratify the appointment of the independent auditor.
• 2025-09-22: Record Date — Stockholders as of this date are eligible to vote at the annual meeting.
• 2026-06-30: Fiscal Year End — The fiscal year for which Baker Tilly US, LLP is appointed as the independent auditor.
• 2025-10-20: Mailing of Proxy Statement and Proxy Card — Commencement of the proxy solicitation period for the annual meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting, including director elections and auditor ratification. (This document is the proxy statement for SR Bancorp's annual meeting, outlining the proposals and providing background information for shareholders.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (SR Bancorp is seeking shareholder ratification for Baker Tilly US, LLP to serve in this role for the upcoming fiscal year.)

Beneficial Owner

A person who has or shares voting power or investment power over a security, even if they are not the registered owner. (Understanding beneficial ownership is important for determining voting rights, especially for shares held in 'street name'.)

Street Name

Shares of stock held in an account at a brokerage firm or bank, rather than being registered directly in the shareholder's name. (Shareholders holding stock in street name must provide voting instructions to their broker or bank to have their vote counted.)

Broker Non-Vote

A ballot that is cast by a broker or nominee that has discretionary authority to vote on a particular matter but does not have instructions from the beneficial owner. (Broker non-votes do not count towards the vote for director elections, highlighting the importance of shareholder instructions.)

Audit Committee Financial Expert

A member of the audit committee who possesses certain attributes related to accounting and auditing, as defined by SEC rules. (Douglas M. Sonier, chair of the Audit Committee, is identified as an 'audit committee financial expert,' indicating a high level of financial literacy on the committee.)

Year-Over-Year Comparison

This filing pertains to the 2025 annual meeting. Key metrics such as revenue, net income, and margins for the fiscal year ending June 30, 2025, would be found in the preceding Form 10-K, which is referenced as available online. A comparative analysis would require access to that prior year's financial data and proxy statement to identify changes in director composition, compensation practices, or newly disclosed risk factors.

Filing Documents

• d43937ddef14a.htm (DEF 14A) — 249KB
• g43937dsp26.jpg (GRAPHIC) — 1KB
• g43937dsp26a.jpg (GRAPHIC) — 1KB
• g43937dsp26b.jpg (GRAPHIC) — 1KB
• g43937dsp26c.jpg (GRAPHIC) — 1KB
• g43937dsp26d.jpg (GRAPHIC) — 2KB
• g43937dsp_2.jpg (GRAPHIC) — 6KB
• g43937dsp_2a.jpg (GRAPHIC) — 3KB
• g43937dsp_2b.jpg (GRAPHIC) — 5KB
• g43937dsp_3.jpg (GRAPHIC) — 8KB
• 0001193125-25-243418.txt ( ) — 292KB

From the Filing

DEF 14A 1 d43937ddef14a.htm DEF 14A DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 SR Bancorp, Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11. October 20, 2025 Dear Fellow Stockholder: You are cordially invited to attend the annual meeting of stockholders of SR Bancorp, Inc., the holding company for Somerset Regal Bank. We will hold the meeting at the Bridgewater Marriott, 700 Commons Way, Bridgewater, New Jersey on Wednesday, November 19, 2025 at 2:00 p.m., local time. The notice of annual meeting and the proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To ensure your shares are represented, we urge you to vote promptly by completing and mailing the enclosed proxy card or by voting via the Internet. Voting instructions appear on the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously mailed a proxy card or voted via the Internet. We look forward to seeing you at the meeting. Sincerely, David M. Orbach William P. Taylor Executive Chairman Chief Executive Officer SR Bancorp, Inc. 220 West Union Avenue Bound Brook, New Jersey 08805 (732) 560-1700 NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS TIME AND DATE 2:00 p.m., local time, Wednesday, November 19, 2025 PLACE Bridgewater Marriott, 700 Commons Way, Bridgewater, New Jersey 08807 ITEMS OF BUSINESS (1) The election of one director to a term of one year and three directors each to serve for a term of three years; (2) The ratification of the appointment of Baker Tilly US, LLP to serve as the independent registered public accounting firm for the fiscal year ending June 30, 2026; and (3) The transaction of any other business that may properly come before the meeting and any adjournment or postponement of the meeting. ( Note : The Board of Directors is not aware of any other business to come before the meeting.) RECORD DATE To be eligible to vote, you must have been a stockholder as of the close of business on September 22, 2025. PROXY VOTING It is important that your shares be represented and voted at the meeting. You can vote your shares via the Internet or by mail by completing and returning the accompanying proxy card in the accompanying self-addressed envelope. Voting instructions are printed on the proxy card. You may revoke a proxy at any time before its exercise at the meeting by following the instructions in the accompanying proxy statement. BY ORDER OF THE BOARD OF DIRECTORS Anthony Cuzzolino Corporate Secretary Bound Brook, New Jersey October 20, 2025 SR BANCORP, INC. PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION SR Bancorp, Inc. is providing this proxy statement to you in connection with the solicitation of proxies by its Board of Directors only for use at the 2025 annual meeting of stockholders and for any adjournment or postponement of the annual meeting. In this proxy statement, we may also refer to SR Bancorp, Inc. as "SR Bancorp," "we," "our" or "us." Somerset Regal Bank is the wholly-owned subsidiary of SR Bancorp. We will hold the annual meeting at the Bridgewater Marriott, 700 Commons Way, Bridgewater, New Jersey 08807 on Wednesday, November 19, 2025 at 2:00 p.m., local time. We intend to mail this proxy statement and a proxy card to stockholders of record beginning on or about October 20, 2025. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 19, 2025 This proxy statement and our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, are available on the Internet at https://ir.somersetsavings.com/financials/sec-filings/default.aspx. The Annual Report includes our audited consolidated financial statements for the fiscal year ended June 30, 2025. INFORMATION ABOUT VOTING Who May Vote at the Meeting You are entitled to vote your shares of SR Bancorp common stock that you owned as of the close of business on September 22, 2025. As of the close of business

View Full Filing

View this DEF 14A filing on SEC EDGAR