Seneca Bancorp Files 8-K for Material Agreement

TL;DR

Seneca Bancorp (SNBC) filed an 8-K on 8/18 for a material agreement dated 8/12.

AI Summary

Seneca Bancorp, Inc. filed an 8-K on August 18, 2025, reporting a material definitive agreement entered into on August 12, 2025. The filing also includes financial statements and exhibits. Seneca Bancorp, Inc. is a commercial bank incorporated in Maryland with its principal executive offices in Baldwinsville, New York.

Why It Matters

This filing indicates a significant business event or contract for Seneca Bancorp, Inc., which could impact its operations and financial standing.

Risk Assessment

Risk Level: low — This is a routine filing reporting a material agreement and financial statements, not indicating immediate financial distress or significant negative events.

Key Players & Entities

• Seneca Bancorp, Inc. (company) — Registrant
• August 12, 2025 (date) — Date of earliest event reported
• August 18, 2025 (date) — Date of report
• 35 Oswego Street, Baldwinsville, New York 13027 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $35,000 — BW will receive (i) a management fee of $35,000, which has already been paid, and (ii)
• $385,000 — dy been paid, and (ii) a success fee of $385,000 for shares of common stock sold in the
• $40,000 — gement agent, KBW will receive a fee of $40,000, $10,000 of which has already been paid
• $10,000 — ent, KBW will receive a fee of $40,000, $10,000 of which has already been paid and the

Filing Documents

• tm2523753d1_8k.htm (8-K) — 20KB
• tm2523753d1_ex1-1.htm (EX-1.1) — 248KB
• 0001104659-25-079833.txt ( ) — 269KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement On August 12, 2025, Seneca Bancorp, Inc., a Maryland corporation (the “Company”), Seneca Financial Corp., a federal corporation, Seneca Savings, a federal savings association, and Seneca Financial MHC, a federal mutual holding company, entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), which will assist in the marketing of the Company’s common stock during its stock offering. For its services as financial advisor and marketing agent, KBW will receive (i) a management fee of $35,000, which has already been paid, and (ii) a success fee of $385,000 for shares of common stock sold in the Company’s subscription and community offerings, which is payable upon the completion of the stock offering. The success fee will be reduced by the management fee upon the completion of the stock offering. In the event shares of common stock are sold through a group of broker-dealers in a syndicated community offering, the Company will pay KBW a transaction fee not to exceed 6.0% of the aggregate purchase price of the aggregate dollar amount of shares of common stock sold in the syndicated community offering. The success fee will be credited against any fee payable for shares sold in the syndicated community offering. For its services as conversion agent and data processing records management agent, KBW will receive a fee of $40,000, $10,000 of which has already been paid and the remainder of which will be paid upon the completion of the stock offering. This fee may be increased by up to $10,000 in the event of any material change in applicable regulations or the plan of conversion, or if there are delays requiring duplicate or replacement processing. The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-288044) filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Description 1.1 Agency Agreement dated August 12, 2025, by and among Seneca Bancorp, Inc., Seneca Financial Corp., Seneca Savings, Seneca Financial MHC and Keefe, Bruyette & Woods, Inc.

SIGNATURES

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. SENECA BANCORP, INC. DATE: August 18, 2025 By: /s/ Joseph G. Vitale Joseph G. Vitale President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR