URSB Bancorp Converts to Stock, Offers Shares via 401(k) at $10

TL;DR

**URSB Bancorp's mutual-to-stock conversion offers a speculative entry point for 401(k) participants at $10.00 per share, but oversubscription risks and market volatility for unallocated funds make it a cautious buy.**

AI Summary

URSB Bancorp, Inc. is undergoing a mutual-to-stock conversion, offering up to 229,143 shares of common stock at $10.00 per share through its United Roosevelt Savings Bank 401(k) & Profit Sharing Plan. As of September 30, 2025, the 401(k) Plan's assets totaled approximately $3,052,525. Participants can elect to invest up to 75% of their 401(k) account balance, with a minimum investment of $250 (25 shares) and a maximum of $200,000 (20,000 shares) per individual. A broader limit of $500,000 (50,000 shares) applies to individuals and associates combined across all offering categories. The offering is subject to specific purchase priorities, including first priority for depositors with $50 or more as of June 30, 2024, and second priority for the bank's tax-qualified employee benefit plans. Funds not used due to oversubscription will be reinvested in existing 401(k) Plan funds, exposing participants to market price changes during the interim period. The common stock is expected to be quoted on the OTCQB Market post-conversion.

Why It Matters

This S-1/A filing details the mechanism for URSB Bancorp's mutual-to-stock conversion, a critical event for investors, employees, and the bank's future. For investors, it outlines the initial public offering price of $10.00 per share and the potential for OTCQB Market listing, providing a new investment opportunity in the regional banking sector. Employees, as 401(k) Plan participants, gain a direct avenue to invest in their employer's stock, potentially aligning their financial interests with the company's performance. The conversion could also enhance URSB Bancorp's capital base, enabling it to compete more effectively against larger regional banks in New Jersey by funding growth initiatives or acquisitions.

Risk Assessment

Risk Level: medium — The offering carries a medium risk level due to the potential for oversubscription, which could leave participant funds exposed to market fluctuations in other 401(k) investment funds during the interim period, as stated in the 'Risk Factors' section. Additionally, the URSB Bancorp, Inc. Stock Fund is not diversified, meaning participants investing up to 75% of their account balance will have significant concentration risk in a single, newly public stock, which is inherently more volatile than diversified funds.

Analyst Insight

Investors should carefully evaluate their risk tolerance and diversification strategy before committing 401(k) funds to URSB Bancorp common stock. Consider investing only a portion of the allowed 75% to mitigate concentration risk, especially given the potential for oversubscription and subsequent reinvestment into other funds at potentially unfavorable prices. Diversify remaining 401(k) assets across other investment options.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$3,052,525

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

N/A

Key Numbers

• $10.00 — Per share purchase price (Fixed price for URSB Bancorp common stock in the offering)
• 229,143 — Maximum shares offered via 401(k) Plan (Based on 75% of 401(k) Plan assets at September 30, 2025)
• $3,052,525 — Total 401(k) Plan assets (Approximate market value as of September 30, 2025)
• 75% — Maximum 401(k) account balance for investment (Percentage of account balance participants can elect to use)
• $250 — Minimum investment (Equivalent to 25 shares of common stock)
• $200,000 — Maximum individual investment (Equivalent to 20,000 shares of common stock)
• $500,000 — Maximum combined investment (For an individual, associates, or persons acting in concert (50,000 shares))
• June 30, 2024 — First priority depositor record date (Date for determining first priority subscription rights)
• December 31, 2025 — Third and fourth priority depositor record date (Date for determining third and fourth priority subscription rights)

Key Players & Entities

• URSB Bancorp, Inc. (company) — Registrant and proposed holding company
• United Roosevelt Savings Bank (company) — Subsidiary and employer for 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 overseeing the S-1/A 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 whose insurance does not cover these securities
• New Jersey Department of Banking and Insurance (regulator) — State regulator mentioned in the filing
• Board of Governors of the Federal Reserve System (regulator) — Federal regulator mentioned in the filing

FAQ

Risk Factors

• Oversubscription Risk in 401(k) Plan Investments [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. These uninvested funds, along with any earned interest, will be reinvested into existing 401(k) Plan investment funds based on the participant's existing investment election. This process exposes participants to the risk of price fluctuations in their 401(k) Plan investment funds during the interim period between the sale of funds and their reinvestment.
• Market Price Volatility of 401(k) Plan Funds [medium — market]: Participants electing to purchase URSB Bancorp common stock through the 401(k) Plan face the risk of market price changes in their existing investment funds. This risk is realized if the offering is oversubscribed and funds intended for stock purchase are temporarily held before being reinvested, potentially leading to gains or losses in the underlying investment funds.

Industry Context

The mutual-to-stock conversion process is common for community banks seeking to raise capital and provide liquidity to their stakeholders. This allows them to compete more effectively by accessing equity markets for growth initiatives. The banking industry is currently navigating a complex environment with evolving interest rate landscapes and increasing regulatory scrutiny.

Regulatory Implications

As a financial institution undergoing a stock conversion, URSB Bancorp is subject to stringent regulations from bodies like the FDIC and SEC. The mutual-to-stock conversion process itself requires adherence to specific rules to protect depositors and ensure fair market practices. Post-conversion, the company will face ongoing compliance requirements related to public company reporting and corporate governance.

What Investors Should Do

1. Review 401(k) Plan investment elections carefully.
2. Assess personal investment limits and priorities.
3. Understand the OTCQB Market trading environment.

Key Dates

• 2024-06-30: First priority depositor record date — Determines eligibility for first priority in purchasing shares during the offering.
• 2025-09-30: 401(k) Plan assets valuation date — Used to determine the maximum number of shares that can be offered through the 401(k) Plan, based on 75% of total assets.
• 2025-12-31: Third and fourth priority depositor record date — Determines eligibility for third and fourth priority in purchasing shares during the offering.

Glossary

Mutual-to-stock conversion

A process where a mutual savings bank converts its ownership structure from being owned by its depositors to being owned by shareholders. (This is the fundamental transaction URSB Bancorp, Inc. is undertaking, changing its corporate structure and enabling the 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, through these 'participation interests' rather than direct ownership of the stock itself.)

Oversubscribed

A situation where the demand for shares in an offering exceeds the number of shares available for sale. (This condition triggers specific reinvestment procedures for 401(k) Plan participants, exposing them to market risk.)

Purchase priorities

A defined order in which different groups of individuals or entities are allowed to purchase shares in a stock offering. (Establishes the sequence for subscription rights, impacting the likelihood of certain groups, like depositors and plan participants, to acquire shares.)

OTCQB Market

A quotation service for early-stage and developing companies that have met certain financial and corporate governance standards. (Indicates the expected trading venue for URSB Bancorp's common stock post-conversion, suggesting a less regulated and potentially more volatile market than major exchanges.)

Year-Over-Year Comparison

This S-1/A filing represents a significant update as it details the specifics of URSB Bancorp's mutual-to-stock conversion and the associated stock offering through its 401(k) Plan. Previous filings likely focused on the bank's operational performance as a mutual institution. This filing introduces new elements such as the offering price of $10.00 per share, the maximum number of shares offered (229,143), and the detailed purchase priorities, which are critical for understanding the capital raising strategy and potential dilution.

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
• $3,052,525 — oosevelt Savings Bank was approximately $3,052,525. 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

• tm2525410d2_s1a.htm (S-1/A) — 4622KB
• tm2525410d2_ex1-2.htm (EX-1.2) — 214KB
• tm2525410d2_ex10-1.htm (EX-10.1) — 90KB
• tm2525410d2_ex10-2.htm (EX-10.2) — 88KB
• tm2525410d2_ex10-3.htm (EX-10.3) — 81KB
• tm2525410d2_ex10-4.htm (EX-10.4) — 84KB
• tm2525410d2_ex10-6.htm (EX-10.6) — 68KB
• tm2525410d2_ex10-7.htm (EX-10.7) — 49KB
• tm2525410d2_ex10-8.htm (EX-10.8) — 49KB
• tm2525410d2_ex23-4.htm (EX-23.4) — 2KB
• tm2525410d2_ex99-7.htm (EX-99.7) — 2619KB
• tm2525410d2_exfilingfee.htm (EX-FILING FEES) — 28KB
• tm2525410d2_ex99-7img01.jpg (GRAPHIC) — 22KB
• tm2525410d2_ex99-7img02.jpg (GRAPHIC) — 14KB
• tm2525410d2_ex99-7img03.jpg (GRAPHIC) — 6KB
• tm2525410d2_s1a-img01.jpg (GRAPHIC) — 24KB
• tm2525410d2_s1a-img02.jpg (GRAPHIC) — 23KB
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• tm2525410d2_s1a-img04.jpg (GRAPHIC) — 7KB
• image_024.jpg (GRAPHIC) — 51KB
• 0001104659-25-121571.txt ( ) — 8328KB
• tm2525410d2_exfilingfee_htm.xml (XML) — 6KB

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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