URSB Bancorp Converts, Offers 401(k) Stock Option at $10/Share

Ursb Bancorp, Inc. S-1 Filing Summary
FieldDetail
CompanyUrsb Bancorp, Inc.
Form TypeS-1
Filed DateSep 12, 2025
Risk Levelmedium
Pages15
Reading Time19 min
Key Dollar Amounts$10.00, $50, $250, $200,000, $500,000
Sentimentmixed

Sentiment: mixed

Topics: S-1 Filing, Mutual-to-Stock Conversion, Employee Stock Offering, 401(k) Plan Investment, Community Bank, New Jersey Banking, Financial Services

TL;DR

**URSB Bancorp's mutual conversion offers 401(k) participants a chance to buy in at $10/share, but oversubscription risk means you might not get all the shares you want.**

AI Summary

URSB Bancorp, Inc. is undergoing a mutual-to-stock conversion, offering up to 238,404 shares of its common stock at $10.00 per share. This S-1 filing specifically details the opportunity for participants in the United Roosevelt Savings Bank 401(k) & Profit Sharing Plan to invest up to 75% of their account balances in URSB Bancorp common stock. As of June 30, 2025, the 401(k) Plan assets totaled approximately $3,178,724, allowing for the potential purchase of up to 238,404 shares. The minimum investment for participants is $250 (25 shares), with a maximum individual purchase limit of $200,000 (20,000 shares) and a combined limit of $500,000 (50,000 shares) for individuals and associates. The offering includes specific purchase priorities, with existing depositors and the bank's tax-qualified employee benefit plans receiving higher priority. Funds not used due to oversubscription will be reinvested in existing 401(k) Plan funds, exposing participants to market price changes during this period.

Why It Matters

This S-1 filing is crucial for investors as it outlines URSB Bancorp's mutual-to-stock conversion, a significant event that often unlocks value. For employees of United Roosevelt Savings Bank, it presents a direct opportunity to invest in their employer's stock through their 401(k) Plan, potentially aligning their retirement savings with the company's future performance. The offering price of $10.00 per share provides a clear entry point. In the competitive banking landscape, a successful conversion can strengthen the bank's capital position, enabling growth and potentially impacting local customers through enhanced services or lending capacity. The oversubscription risk highlights the importance of understanding allocation procedures for all investors.

Risk Assessment

Risk Level: medium — The risk level is medium due to the potential for oversubscription in the stock offering, which could lead to participants' funds being temporarily held in a money market fund and then reinvested in other 401(k) Plan funds, exposing them to market price changes during this period. Additionally, investing up to 75% of a 401(k) balance in a single employer's stock, as permitted, introduces concentration risk, as the URSB Bancorp, Inc. Stock Fund is not diversified.

Analyst Insight

Investors should carefully review the purchase priorities and consider the concentration risk of allocating up to 75% of their 401(k) to URSB Bancorp common stock. Diversification is key, and participants should weigh the potential for growth against the risks of a non-diversified employer stock fund. Understand the oversubscription process and its implications for your funds.

Financial Highlights

debt To Equity
N/A
revenue
$3,178,724
operating Margin
N/A
total Assets
N/A
total Debt
N/A
net Income
N/A
eps
N/A
gross Margin
N/A
cash Position
N/A
revenue Growth
N/A

Key Numbers

  • $10.00 — Per share purchase price (The fixed price for URSB Bancorp common stock in the offering.)
  • 238,404 — Maximum shares for 401(k) Plan (The maximum number of shares the 401(k) Plan could purchase based on June 30, 2025 assets.)
  • $3,178,724 — 401(k) Plan assets (Approximate market value of 401(k) Plan assets as of June 30, 2025.)
  • 75% — Maximum 401(k) allocation (The maximum percentage of a 401(k) Plan account balance that can be used for stock purchase.)
  • $250 — Minimum investment (The minimum dollar amount for purchasing URSB Bancorp common stock through the 401(k) Plan.)
  • $200,000 — Maximum individual investment (The maximum dollar amount an individual may purchase in URSB Bancorp common stock.)
  • $500,000 — Maximum combined investment (The maximum dollar amount a person or entity, with associates, may purchase in the offering.)
  • June 30, 2024 — First priority depositor record date (Date for determining first priority depositors with $50 or more on deposit.)
  • September 30, 2025 — Third priority depositor record date (Date for determining third priority depositors with at least $50 in aggregate balances.)

Key Players & Entities

  • URSB Bancorp, Inc. (company) — Registrant and proposed holding company
  • United Roosevelt Savings Bank (company) — Subsidiary of URSB Bancorp and sponsor of 401(k) Plan
  • Kenneth R. Totten (person) — Chairman, President and Chief Executive Officer of URSB Bancorp, Inc.
  • Luse Gorman, PC (company) — Legal counsel for the registrant
  • Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
  • Principal Financial Group (company) — Recordkeeper of the 401(k) Plan
  • United Roosevelt, MHC (company) — Mutual holding company undergoing conversion
  • Federal Deposit Insurance Corporation (regulator) — Governmental agency mentioned regarding insurance
  • New Jersey Department of Banking and Insurance (regulator) — State regulator mentioned regarding approval
  • Board of Governors of the Federal Reserve System (regulator) — Federal regulator mentioned regarding approval

FAQ

What is URSB Bancorp, Inc.'s primary business and location?

URSB Bancorp, Inc. is the proposed holding company for United Roosevelt Savings Bank, a financial institution located at 11-15 Cooke Avenue, Carteret, New Jersey 07008. Its primary business involves banking services through its subsidiary.

How much common stock is URSB Bancorp, Inc. offering to 401(k) Plan participants?

URSB Bancorp, Inc. is offering participation interests of up to 238,404 shares of its common stock to 401(k) Plan participants. These shares are priced at $10.00 per share, based on the 401(k) Plan's asset value as of June 30, 2025.

Who is Kenneth R. Totten and what is his role at URSB Bancorp, Inc.?

Kenneth R. Totten is the Chairman, President, and Chief Executive Officer of URSB Bancorp, Inc. He is also the President and CEO of United Roosevelt Savings Bank and serves as the agent for service for the S-1 filing.

What are the minimum and maximum investment limits for URSB Bancorp common stock through the 401(k) Plan?

The minimum investment for URSB Bancorp common stock through the 401(k) Plan is $250 (25 shares). The maximum individual purchase limit is $200,000 (20,000 shares), and a combined limit for an individual with associates is $500,000 (50,000 shares).

What happens if the URSB Bancorp stock offering is oversubscribed?

If the offering is oversubscribed, funds not used to purchase URSB Bancorp common stock, along with any earned interest, will be reinvested into the participant's existing 401(k) Plan investment funds according to their current investment election. Participants bear the risk of price changes in these funds during this period.

What are the purchase priorities for the URSB Bancorp stock offering?

First priority goes to depositors with $50+ at United Roosevelt Savings Bank as of June 30, 2024. Second priority is for United Roosevelt Savings Bank's tax-qualified employee benefit plans. Third priority is for depositors with $50+ as of September 30, 2025, and fourth for depositors as of the voting record date.

Is the URSB Bancorp, Inc. Stock Fund diversified?

No, the URSB Bancorp, Inc. Stock Fund is explicitly stated as neither a mutual fund nor a diversified or managed investment option. It will consist solely of shares of URSB Bancorp common stock purchased by participants in the 401(k) Plan.

What is the total market value of the United Roosevelt Savings Bank 401(k) Plan assets?

As of June 30, 2025, the approximate market value of the assets of the United Roosevelt Savings Bank 401(k) Plan attributable to active and former employees was $3,178,724.

Who is the recordkeeper for the United Roosevelt Savings Bank 401(k) Plan?

Principal Financial Group is the recordkeeper for the United Roosevelt Savings Bank 401(k) Plan. Participants can access their account balances online at www.principal.com or by calling (800)547-7754.

Have regulatory bodies approved the URSB Bancorp stock offering?

The S-1 filing explicitly states that the interests in the 401(k) Plan and the offering of shares of URSB 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 New Jersey Department of Banking and Insurance, the Federal Deposit Insurance Corporation, or any state securities regulator.

Risk Factors

  • Oversubscription Risk for 401(k) Plan Participants [medium — operational]: If the URSB Bancorp common stock offering is oversubscribed, funds allocated by 401(k) Plan participants for stock purchase may not be fully invested. Any uninvested funds, along with earned interest, will be reinvested into existing 401(k) Plan investment funds based on the participant's existing investment election. During the period between the sale of funds and their reinvestment, participants bear the risk of price fluctuations in their 401(k) Plan investment funds.
  • Investment Fund Performance Risk During Offering [medium — operational]: Participants electing to purchase URSB Bancorp common stock through the 401(k) Plan are exposed to the risk of price changes in their existing investment funds. This risk is particularly relevant if the stock offering is oversubscribed and funds are temporarily held before reinvestment, potentially leading to gains or losses in the underlying investment funds.
  • Limited Investment Options for 401(k) Plan Participants [medium — market]: The offering allows 401(k) Plan participants to invest up to 75% of their account balances, totaling approximately $3,178,724 in assets as of June 30, 2025, into URSB Bancorp common stock. This concentration into a single stock, especially during a mutual-to-stock conversion, may limit diversification and expose participants to specific company and market risks.

Industry Context

URSB Bancorp is a community-focused savings bank undergoing a mutual-to-stock conversion. This process is common in the thrift industry, allowing such institutions to raise capital by issuing stock to the public and their account holders. The competitive landscape for community banks involves navigating evolving customer expectations, digital transformation, and a challenging interest rate environment.

Regulatory Implications

As a savings bank, URSB Bancorp is subject to stringent regulation by federal and state authorities, including the Office of the Comptroller of the Currency (OCC) and the Federal Reserve. The mutual-to-stock conversion process itself is heavily regulated, requiring extensive disclosures and approvals to protect depositors and ensure fair market practices.

What Investors Should Do

  1. Review the purchase priorities and deadlines carefully.
  2. Assess your risk tolerance for investing in URSB Bancorp stock via the 401(k) plan.
  3. Understand the implications of oversubscription on your 401(k) account.

Key Dates

  • 2025-06-30: 401(k) Plan Assets Valuation — Established the approximate market value of $3,178,724 for the 401(k) Plan assets, which underpins the maximum number of shares available for purchase in the offering.
  • 2025-09-30: Third Priority Depositor Record Date — Determines eligibility for third priority in purchasing shares, impacting the allocation of shares in the offering.
  • 2024-06-30: First Priority Depositor Record Date — Determines eligibility for first priority in purchasing shares, impacting the allocation of shares in the offering.

Glossary

Mutual-to-stock conversion
The process by which a mutual savings bank, owned by its depositors, converts to a stock savings bank, owned by shareholders. (This is the fundamental transaction URSB Bancorp, Inc. is undertaking, changing its ownership structure and enabling this stock offering.)
Participation interest
An indirect ownership of a share of URSB Bancorp common stock acquired by the 401(k) Plan, equivalent to one share of common stock. (Clarifies how 401(k) Plan participants will hold shares of URSB Bancorp stock, as they are purchasing through the plan rather than directly.)
Oversubscribed
A situation where the demand for shares in an offering exceeds the number of shares available for sale. (This condition directly impacts 401(k) Plan participants, as it can lead to uninvested funds and exposure to market risk during reinvestment.)
Tax-qualified employee benefit plans
Retirement plans, such as 401(k) plans, that meet specific requirements of the Internal Revenue Code, allowing for tax-advantaged contributions and growth. (The URSB Bancorp 401(k) Plan is identified as a priority purchaser in the offering, highlighting its role in the conversion.)

Year-Over-Year Comparison

This S-1 filing is for an initial public offering related to a mutual-to-stock conversion. As such, there is no direct comparison to a previous filing in terms of revenue growth, margin changes, or existing risks. The focus is on the terms of the stock offering, the structure of the 401(k) plan's participation, and the risks associated with this specific conversion event.

Filing Stats: 4,640 words · 19 min read · ~15 pages · Grade level 12.7 · Accepted 2025-09-12 15:25:54

Key Financial Figures

  • $10.00 — shares of its common stock for sale at $10.00 per share. Following the completion of
  • $50 — ption Offering: (1) Each person with $50 or more on deposit at United Roosevelt
  • $250 — 401(k) Plan, the minimum investment is $250, which will purchase 25 shares. No indi
  • $200,000 — s. No individual may purchase more than $200,000 (20,000 shares) of URSB Bancorp common
  • $500,000 — erson or entity, may purchase more than $500,000 (50,000 shares) of URSB Bancorp common
  • $3,178,724 — oosevelt Savings Bank was approximately $3,178,724. How to Order Stock in the Offering &
  • $0.05 — In addition, a brokerage commission of $0.05 per share of stock purchased will be ch

Filing Documents

RISK FACTORS

RISK FACTORS 1 THE OFFERING 1 Securities Offered 1 Election to Purchase URSB Bancorp, Inc. Common Stock 2 Purchase Priorities 2 Purchases in the Offering and Oversubscriptions 3 Composition of the URSB 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 6 DESCRIPTION OF THE 401(k) PLAN 7 Introduction 7 Eligibility and Participation 7 Contributions Under the Plan 8 Limitations on Contributions 8 Benefits Under the 401(k) Plan 8 Investment of Contributions and Account Balances 9 Performance History 9 Description of the Investment Funds 10 URSB Bancorp, Inc. Stock Fund 14 Withdrawals from the 401(k) Plan 14 Administration of the 401(k) Plan 14 Amendment and Termination 15 Merger, Consolidation or Transfer 15 Federal Income Tax Consequences 15 Notice of Your Rights Concerning Employer Securities 16 Additional ERISA Considerations 17 Securities and Exchange Commission Reporting and Short-Swing Profit Liability 17 Financial Information Regarding 401(k) Plan Assets 17 LEGAL OPINION 18

RISK FACTORS

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 URSB 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 URSB 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 URSB 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 URSB Bancorp common stock, the funds that cannot be invested in URSB 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 United Roosevelt Savings Bank is offering participants in the 401(k) Plan the opportunity to purchase participation interests in shares of URSB Bancorp common sto

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