FSEA First Seacoast Bancorp Inc

On August 11, 2022, First Seacoast Bancorp, MHC, the parent mutual holding company of First Seacoast Bancorp, adopted a Plan of Conversion and Reorganization (the “Plan”) pursuant to which First Seacoast Bancorp, MHC will undertake a “second-step” conversion and First Seacoast Bank, the wholly-owned subsidiary of First Seacoast Bancorp, will reorganize from the two-tier mutual holding company structure to the fully-public stock holding company structure. Following the conversion and reorganization, First Seacoast Bancorp, MHC will cease to exist and a newly-chartered stock holding company (the “New Holding Company”) will succeed to First Seacoast Bancorp as the stock holding company of First Seacoast Bank. First Seacoast Bancorp, MHC currently owns approximately 55.7% of the outstanding shares of common stock of First Seacoast Bancorp.

Pursuant to the Plan, (i) First Seacoast Bank will become the wholly-owned subsidiary of the New Holding Company, (ii) the shares of common stock of First Seacoast Bancorp owned by persons other than First Seacoast Bancorp, MHC (the shares owned by First Seacoast Bancorp, MHC will be canceled) will be converted into shares of common stock of the New Holding Company based on an exchange ratio designed to preserve the percentage ownership interests of such persons (excluding shares of common stock of the New Holding Company purchased in the stock offering described below and cash received in lieu of issuance of fractional shares of common stock of the New Holding Company, and as adjusted to reflect certain assets held by First Seacoast Bancorp, MHC), and (iii) the New Holding Company will offer and sell shares of common stock, representing the ownership interest of First Seacoast Bancorp, MHC in First Seacoast Bancorp, in a subscription offering and, if necessary, in a community offering and a syndicated community offering. The Plan establishes June 30, 2021 as the eligibility record date for determining the eligible account holders of First Seacoast Bank entitled to receive first priority non-transferable subscription rights to subscribe for shares of common stock of the New Holding Company in the subscription offering. The number and price of shares of common stock of the New Holding Company to be sold in the offering and the exchange ratio will be based on the pro forma market value of the New Holding Company, as determined by an independent appraisal.

The Plan is subject to regulatory approval as well as approval by the members of First Seacoast Bancorp, MHC (depositors and certain borrowers of First Seacoast Bank) and by stockholders of First Seacoast Bancorp (including approval by the holders of a majority of the outstanding shares of common stock of First Seacoast Bancorp owned by persons other than First Seacoast Bancorp, MHC).

The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated into this Item 8.01 by reference.