UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number: 001-41808 SR Bancorp, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 92-2601722 (St ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited financial statements reflect significant asset growth and a six-month net loss, primarily driven by the stock conversion and merger with Regal Bancorp, Inc [Condensed Consolidated Statements of Financial Condition](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition) Total assets increased by **65.0%** to **$1.07 billion**, primarily due to the Regal Bancorp acquisition, which significantly boosted loans, deposits, and stockholders' equity Consolidated Statement of Financial Condition (Unaudited) | Account | Dec 31, 2023 ($ in thousands) | June 30, 2023 ($ in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total cash and cash equivalents | 90,238 | 42,449 | 112.6% | | Loans receivable, net | 695,751 | 362,252 | 92.1% | | Goodwill and intangible assets | 29,032 | — | N/A | | **Total assets** | **1,074,940** | **651,486** | **65.0%** | | Total deposits | 843,311 | 503,917 | 67.4% | | **Total liabilities** | **876,959** | **529,402** | **65.7%** | | **Total stockholders' equity** | **197,981** | **122,084** | **62.2%** | [Condensed Consolidated Statements of (Loss) Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20(Loss)%20Income) The company reported a **$1.6 million** net income for the three months ended December 31, 2023, but a **$8.9 million** net loss for the six-month period, primarily due to increased credit loss provisions and noninterest expenses including merger-related costs Financial Performance Summary (Unaudited) | Metric ($ in thousands) | Three Months Ended Dec 31, 2023 | Three Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | 9,019 | 3,451 | 13,164 | 6,878 | | Provision (Credit) for Credit Losses | (107) | — | 4,055 | — | | Total Noninterest Income | 365 | 353 | 878 | 701 | | Total Noninterest Expense | 7,476 | 3,329 | 20,413 | 6,705 | | **Net Income (Loss)** | **1,607** | **399** | **(8,891)** | **753** | | **Diluted EPS** | **$0.18** | **N/A** | **($1.81)** | **N/A** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant corporate actions including the mutual-to-stock conversion, IPO, and Regal Bancorp merger, which impacted accounting, loan portfolio composition, and regulatory capital status - On September 19, 2023, the company completed its conversion from a mutual to a stock organization, sold **9,055,172 shares** at **$10.00 per share**, and began trading on Nasdaq as 'SRBK'[23](index=23&type=chunk)[24](index=24&type=chunk) - Immediately following the conversion, the company acquired Regal Bancorp, Inc. for **$23.00 per share** in cash, accounted for using the acquisition method, resulting in goodwill of **$20.5 million** and a core deposit intangible of **$9.1 million**[25](index=25&type=chunk)[91](index=91&type=chunk) - The company adopted ASC 326 (CECL) on July 1, 2023, resulting in a cumulative effect adjustment that decreased retained earnings by **$34,000**[36](index=36&type=chunk)[87](index=87&type=chunk) - Post-merger, commercial loans constituted **44.8%** of total loans as of December 31, 2023, a significant increase from pre-merger levels[110](index=110&type=chunk)[111](index=111&type=chunk) - The Bank is considered 'well capitalized' as of December 31, 2023, with a Tier 1 capital to average total assets ratio of **16.19%**, exceeding the **9.00%** requirement[141](index=141&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes significant financial changes to the September 2023 stock conversion and Regal Bancorp merger, resulting in substantial asset growth, a six-month net loss due to one-time expenses, and enhanced liquidity and capital - The increase in total assets by **$423.5 million** to **$1.07 billion** was primarily due to the acquisition of Regal Bancorp, which had **$428.0 million** in assets, and net proceeds of **$86.9 million** from the stock offering[175](index=175&type=chunk) - The loan portfolio grew by **$333.5 million (92.1%)**, mainly from the **$336.0 million** in loans acquired from Regal, shifting the commercial loan mix to **44.83%** of total loans at December 31, 2023[179](index=179&type=chunk) - The six-month net loss of **$8.9 million** was driven by one-time expenses, including a **$5.4 million** charitable contribution, a **$4.2 million** provision for credit losses, and **$3.9 million** in merger expenses, which, if excluded, would have resulted in a **$1.2 million** net income[202](index=202&type=chunk)[203](index=203&type=chunk) - Net interest income for the three months ended December 31, 2023, increased **161.3%** to **$9.0 million**, with the net interest margin expanding to **3.56%** from **2.28%** year-over-year, reflecting the higher-yielding acquired loan portfolio[191](index=191&type=chunk) - Liquidity was significantly boosted by the net proceeds from the stock offering, with the company maintaining sufficient liquidity, evidenced by a liquid assets to total deposits ratio of **10.7%** at December 31, 2023[226](index=226&type=chunk)[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, with sensitivity analysis indicating that a **200 basis point** increase in rates would decrease Economic Value of Equity by **17.71%** and Net Interest Income by **6.59%** Economic Value of Equity (EVE) Sensitivity Analysis (Dec 31, 2023) | Change in Interest Rates (bps) | Estimated Decrease in EVE (%) | | :--- | :--- | | +400 | (37.84)% | | +300 | (28.98)% | | +200 | (17.71)% | | +100 | (7.47)% | | -100 | 4.93% | | -200 | 7.66% | Net Interest Income (NII) Sensitivity Analysis - Year 1 (Dec 31, 2023) | Change in Interest Rates (bps) | Year 1 Change From Level (%) | | :--- | :--- | | +400 | (18.80)% | | +300 | (14.21)% | | +200 | (6.59)% | | +100 | 1.89% | | -100 | (4.26)% | | -200 | (8.80)% | [Controls and Procedures](index=64&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of December 31, 2023[239](index=239&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended December 31, 2023, that materially affected, or are reasonably likely to materially affect, the company's internal controls[240](index=240&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) The company is not party to any pending legal proceedings that are expected to have a material adverse effect on its financial condition, results of operations, or cash flows - The company reports no pending legal proceedings that would have a material adverse effect on its financial condition or operations[243](index=243&type=chunk) [Risk Factors](index=65&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes in the risk factors applicable to the company from those disclosed in its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 - No material changes to risk factors have occurred since the last Annual Report on Form 10-K[244](index=244&type=chunk) [Other Information Items](index=65&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities, no defaults upon senior securities, and no other material information for the reporting period - The company reports no unregistered sales of equity securities, defaults upon senior securities, or other information for the period[245](index=245&type=chunk) [Exhibits](index=66&type=section&id=Item%206.%20Exhibits) The report lists the exhibits filed, which include CEO and CFO certifications pursuant to the Sarbanes-Oxley Act (Sections 302 and 906) and Inline XBRL data files - Exhibits filed with the report include certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act, along with XBRL data files[246](index=246&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the period ended September 30, 2023 [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements, reflecting the impact of the September 2023 conversion and merger [Condensed Consolidated Statements of Financial Condition](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition) Total assets increased to $1.11 billion, driven by the Regal Bancorp acquisition and common stock issuance | Financial Metric | September 30, 2023 (Unaudited) (in Thousands) | June 30, 2023 (in Thousands) | | :--- | :--- | :--- | | **Total Assets** | **$1,108,452** | **$651,486** | | Total cash and cash equivalents | $121,111 | $42,449 | | Loans receivable, net | $692,403 | $362,252 | | Goodwill and intangible assets | $29,487 | $0 | | **Total Liabilities** | **$913,973** | **$529,402** | | Total deposits | $877,294 | $503,917 | | **Total Stockholders' Equity** | **$194,479** | **$122,084** | [Condensed Consolidated Statements of (Loss) Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20%28Loss%29%20Income) The company reported a $10.5 million net loss for Q3 2023, driven by credit loss provisions and increased noninterest expenses | Metric (in Thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net Interest Income | $4,145 | $3,427 | | Provision for Credit Losses | $(4,162) | $0 | | Total Noninterest Income | $513 | $341 | | Total Noninterest Expense | $12,937 | $3,369 | | (Loss) Income Before Income Tax | $(12,441) | $399 | | **Net (Loss) Income** | **$(10,498)** | **$354** | | **Diluted EPS** | **$(10.03)** | **N/A** | [Condensed Consolidated Statements of Comprehensive (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20%28Loss%29) Total comprehensive loss reached $11.56 million in Q3 2023, including net loss and other comprehensive losses | Metric (in Thousands) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net (Loss) Income | $(10,498) | $354 | | Total other comprehensive loss | $(1,063) | $(774) | | **Total comprehensive loss** | **$(11,561)** | **$(420)** | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity increased to $194.5 million, primarily due to common stock issuance, partially offset by net loss - Common stock issued in the quarter amounted to **9,507,930 shares**, contributing **$91.6 million** to equity[14](index=14&type=chunk) - The net loss for the quarter reduced retained earnings by **$10.5 million**[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents increased by $78.7 million, primarily from financing activities including common stock issuance | Cash Flow Activity (in Thousands) | Three Months Ended Sep 30, 2023 | | :--- | :--- | | Net cash (used in) provided by operating activities | $(6,080) | | Net cash used in investing activities | $(571) | | Net cash provided by financing activities | $85,313 | | **Net increase in cash and cash equivalents** | **$78,662** | - The company received **$84.0 million** in proceeds from the issuance of common stock as part of its conversion and stock offering[16](index=16&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes on accounting policies and significant events, including the September 2023 conversion and merger - On September 19, 2023, the company completed its conversion to a stock organization, sold **9,055,172 shares** at **$10.00 per share**, and merged with Regal Bancorp, Inc[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - The company adopted the CECL standard (ASU 2016-13) on July 1, 2023, resulting in a cumulative effect adjustment that decreased retained earnings by **$34,000**[31](index=31&type=chunk)[82](index=82&type=chunk) - The acquisition of Regal Bancorp resulted in the recognition of **$20.5 million** in goodwill and a **$9.0 million** core deposit intangible asset[88](index=88&type=chunk) - As of September 30, 2023, the Bank was categorized as 'well capitalized' under regulatory framework, with a Tier 1 capital to average assets ratio of **15.32%**[137](index=137&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, highlighting the impact of the September 2023 conversion and merger - The company completed its conversion to a stock organization and merger with Regal Bancorp on September 19, 2023, with the income statement for the quarter including only **11 days** of combined operations[152](index=152&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - Total assets increased by **$457.0 million (70.1%)** to **$1.11 billion**, primarily due to the **$429.4 million** in assets acquired from Regal Bancorp and net proceeds from the stock offering[174](index=174&type=chunk) - A net loss of **$10.5 million** was recorded for Q3 2023, compared to a **$354,000** net income in Q3 2022, driven by a **$5.4 million** charitable contribution, a **$4.2 million** provision for credit losses, and **$3.9 million** in other merger-related costs[182](index=182&type=chunk) - The loan portfolio composition shifted significantly post-merger, with residential mortgage loans decreasing from **97.8%** to **52.2%** of total loans, while commercial loans increased to **46.1%** of the portfolio[178](index=178&type=chunk)[179](index=179&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Assesses market risk, primarily interest rate risk, and its estimated impact on Economic Value of Equity and Net Interest Income | Change in Interest Rates (bps) | Estimated Change in EVE | Estimated Change in NII (Year 1) | | :--- | :--- | :--- | | +200 | (17.27)% | (1.8)% | | +100 | (6.82)% | +3.0% | | -100 | +4.37% | (4.9)% | | -200 | +6.45% | (10.2)% | [Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[221](index=221&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[222](index=222&type=chunk) [PART II. OTHER INFORMATION](index=50&type=section&id=PART%20II.%20OTHER%20INFORMATION) Provides additional information including legal proceedings, risk factors, and equity security sales [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no pending legal proceedings with a material adverse effect on its financials - The company reports no pending legal proceedings that would have a material adverse effect on its financial condition or operations[224](index=224&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported compared to the prior fiscal year's Form 10-K - No material changes in risk factors were reported compared to the Form 10-K for the year ended June 30, 2023[225](index=225&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) No unregistered sales of equity securities, use of proceeds, or issuer purchases were reported - None reported[226](index=226&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41808 SR Bancorp, Inc. (Exact name of Registrant as specified in its Charter) Maryland 92-2601722 (State or other jurisdiction of incorpo ...