UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 19, 2024
SR BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-41808
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92-2601722
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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220 West Union Avenue, Bound Brook, New Jersey
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08805
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (732) 560-1700
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 (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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SRBK
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 September 19, 2024, the Board of Directors of SR
Bancorp, Inc. (the “Company”) adopted its initial stock repurchase program since becoming a public company. Under the repurchase program, the Company may repurchase up to 950,793 shares of its common stock, or approximately 10% of its current
outstanding shares. The Company has received regulatory non-objection for this stock repurchase program.
Shares of Company common stock may be repurchased in open market or private transactions, through block trades, or
pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program has no expiration date.
The timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by
the Company at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing
and amount of share repurchases. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.
A copy of the press release announcing the stock repurchase program is included as exhibit 99.1 to this report and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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Exhibit No. Description
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104 |
Cover Page Interactive Data File (embedded within Inline XBRL document).
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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.
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SR Bancorp, Inc.
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DATE: September 20, 2024
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By:
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/s/ William P. Taylor
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William P. Taylor
Chief Executive Officer
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FOR IMMEDIATE RELEASE
Contact:
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William P. Taylor
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David Orbach
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Chief Executive Officer
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Executive Chairman
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SR Bancorp, Inc.
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SR Bancorp, Inc.
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(732) 560-1700, ext. 5201
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(973) 716-0600, ext. 1601
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SR BANCORP, INC.
ANNOUNCES ADOPTION OF INITIAL STOCK REPURCHASE PROGRAM
BOUND BROOK, NEW JERSEY, September 20, 2024 – SR Bancorp, Inc. (NASDAQ: SRBK), the holding company for Somerset Regal Bank, announced it has adopted a program to repurchase up to 950,793 shares of its common stock,
which is approximately 10% of its outstanding common stock. This is the Company’s first stock repurchase program since completing its stock offering on September 19, 2023.
Shares may be repurchased in open market or private transactions, through block trades or pursuant to any trading plan that may be
adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The timing and amount of any repurchases will depend on a number of factors, including the availability of stock, general market conditions, the trading price of the
stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be made in accordance with Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements. The Company is not
obligated to repurchase any particular number of shares or any shares in any specific time period.
William P. Taylor, Chief Executive Officer of SR Bancorp, Inc said: “We are pleased to have a strong capital position giving us the
ability to purchase our common stock.”
About SR Bancorp, Inc.
SR Bancorp, Inc. is the holding company for Somerset Regal Bank, a
full-service New Jersey commercial bank headquartered in Bound Brook, New Jersey that operates 15 branches in Essex, Hunterdon, Middlesex, Morris, Somerset and Union Counties, New Jersey. At June 30, 2024, Somerset Regal Bank had $1.02 billion in
total assets, $731.9 million in net loans, $807.1 million in deposits and total equity of $199.5 million. Additional information about Somerset Regal Bank is available on its website, www.somersetregalbank.com.
Forward Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain
current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,”
“anticipate,” “expect,” “target” and similar expressions. Forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, inflation, general
economic conditions or conditions within the securities markets, our ability to successfully integrate acquired operations and realize the expected level of synergies and cost savings, real estate market values in the Bank’s lending area changes in
the quality of our loan and security portfolios, increases in non-performing and classified loans, economic assumptions or changes in our methodology that may impact our allowance for credit losses calculation, changes in liquidity, including the
size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio, the availability of low-cost funding, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board
of Governors of the Federal Reserve System, a failure in or breach of the Company’s operational or security systems or infrastructure, including cyber attacks, the failure to maintain current technologies, failure to retain or attract employees and
legislative, accounting and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged. Our actual future results may be materially different from the results indicated by these forward-looking
statements. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statement.