URSB Bancorp, Inc. 8-K

What Happened

• On January 9, 2026, URSB Bancorp, Inc. entered into an Agency Agreement with Janney Montgomery Scott LLC to assist, on a best‑efforts basis, in marketing the Company’s common stock in connection with United Roosevelt, MHC’s proposed conversion from a mutual to a stock form of organization. The offering is being made under a Registration Statement on Form S-1 (No. 333-290213) and a prospectus dated January 9, 2026.

Key Details

• Parties: URSB Bancorp, Inc., United Roosevelt Savings Bank, United Roosevelt, MHC, United Roosevelt Bancorp, and Janney Montgomery Scott LLC. Agreement dated January 9, 2026.
• Fees: refundable management fee of $50,000 (credited against closing success fee) and a success fee of $375,000 payable at closing.
• Expense caps: Janney reimbursed for expenses up to $25,000 and legal fees up to $125,000 (each may increase to $50,000 and $150,000, respectively, in certain delays); total Janney out‑of‑pocket cap of $200,000.
• Other fees: $50,000 conversion agent/data processing fee (with $5,000 paid already), possibly increasing to $60,000 in certain circumstances; 6.0% fee on aggregate purchase price if a syndicated community offering is conducted by Janney or other participating broker‑dealers.

Why It Matters

• The agreement formalizes how the Company will market and distribute shares tied to the MHC’s conversion, including the costs that will reduce net proceeds to the Company if the offering closes.
• Most compensation is contingent on closing (the $375,000 success fee), limiting immediate cash outflow, but the expense and processing caps define the Company’s potential liability for marketing and legal costs.
• A 6.0% selling fee on any syndicated community offering could be a meaningful distribution cost depending on the size of that offering. The Agency Agreement is filed as Exhibit 1.1 to the 8‑K.