SRBK SR Bancorp Inc

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SR Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

220 West Union Avenue

Bound Brook, New Jersey 08805

(Address of Principal Executive Offices)

SR Bancorp, Inc. 2024 Equity Incentive Plan

(Full Title of the Plans)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

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 7(a)(2)(B) of the Securities Act. ☐

PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan Annual Information

The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the SR Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

The following documents previously filed by SR Bancorp, Inc. (the “Company”) with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items):

(a) The Company’s Annual Report on Form 10-K for the year ended June 30, 2024, filed with the Commission on October 16, 2024 (File No. 001-41808);

(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Commission on November 14, 2024 (File No. for all 001-41808);

(c) The Company’s Current Reports on Form 8-K filed with the Commission on September 20, 2024 and November 21, 2024 (File No. 001-41808); and

(d) The description of the Company’s common stock contained in the Registration Statement on Form 8-A, filed with the Commission on September 19, 2023, to register the Company's common stock under the Exchange Act (File No. 001-41808).

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

None.

Item 6.  Indemnification of Directors and Officers

ARTICLE 10.  Indemnification, etc. of Directors and Officers.

A. Indemnification.  The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.  The right to indemnification conferred in Section A of this Article 10 shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the MGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director of officer, indemnification shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

B. Procedure.  If a claim under Section A of this Article 10 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit.  It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his or her good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C. Non-Exclusivity.  The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance.  The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous.  The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder.  The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contractual rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or to an advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11.  Limitation of Liability.  An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL.  If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the personal liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed

Not applicable.

Item 8.  List of Exhibits

_________________________

Item 9.  Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fees” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

4. That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bound Brook, State of New Jersey, on November 27, 2024.

POWER OF ATTORNEY

We, the undersigned directors and officers of SR Bancorp, Inc. (the “Company”) hereby severally constitute and appoint William P. Taylor, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said William P. Taylor may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be granted and shares of common stock to be issued upon the exercise of stock options to be granted under the SR Bancorp, Inc. 2024 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said William P. Taylor shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

EXHIBIT 5

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

November 27, 2024

Board of Directors

SR Bancorp, Inc.

220 West Union Avenue

Bound Brook, New Jersey 08805

Board of Directors:

You have requested the opinion of this firm as to certain matters in connection with the registration of 1,331,110 shares of common stock, $0.01 par value per share (the “Shares”), of SR Bancorp, Inc. (the “Company”) to be issued pursuant to the SR Bancorp, Inc. 2024 Equity Incentive Plan (the “Equity Plan”).

In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation and Bylaws of the Company, the Equity Plan, the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as resolutions of the board of directors of the Company and applicable statutes and regulations governing the Company.  We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein.  We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered. This opinion is limited to the corporate laws of the State of Maryland.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and shall not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm.  We hereby consent to the filing of this opinion as an exhibit to the Form S-8.  By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

FORM OF

RESTRICTED STOCK AWARD AGREEMENT

Granted by

SR BANCORP, INC.

under the

SR BANCORP, INC. 2024 EQUITY INCENTIVE PLAN

This Restricted Stock Award Agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the SR Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part of this Agreement, subject to the provisions of this Agreement.  A copy of the Plan and related prospectus have been provided to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock Award (the “Participant”) hereby accepts the Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” means SR Bancorp, Inc., including its present and future subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1.	Name of Participant:____________________________________

2.	Date of Grant:____________________________________

4.	Vesting Schedule.  Unless sooner vested in accordance with the terms of the Plan and this Agreement, the Restricted Stock Award granted hereunder will vest in accordance with the following schedule:

If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock.  The Restricted Stock awarded to the Participant will not

be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

9.	Effect of Termination of Service on Restricted Stock Award . Notwithstanding the vesting schedule set forth in Section 4 of this Agreement, upon the Participant’s Termination of Service, this Restricted Stock Award will vest in accordance with the terms of the Plan and as follows:

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

SR BANCORP, INC.

 

Name:________________________

Title: _________________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the SR Bancorp, Inc. 2024 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the SR Bancorp, Inc. 2024 Equity Incentive Plan.

PARTICIPANT

 

Name: ______________________

Signature Page to Restricted Stock Award Agreement

FORM OF

INCENTIVE STOCK OPTION AWARD AGREEMENT

Granted by

SR BANCORP, INC.

under the

SR BANCORP, INC. 2024 EQUITY INCENTIVE PLAN

This Incentive Stock Option Award Agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the SR Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part of this Agreement, subject to the provisions of this Agreement.  A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts the Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors of SR Bancorp, Inc. will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” means SR Bancorp, Inc., including its present and future subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1.	Name of Participant:_______________________________________

2.	Date of Grant:_______________________________________

3.	Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:_____ (subject to adjustment pursuant to Section 9 hereof).

•

This Award is intended to be an Incentive Stock Option. The Option will be an Incentive Stock Option to the maximum extent permitted under Code Section 422(d), which means that up to $100,000 of Options that vest in any one calendar year will be Incentive Stock Options (based on the Exercise Price of the Option).

•

Please note that for purposes of determining the maximum number of Options that can vest in any one calendar year as Incentive Stock Options, the Options granted to you pursuant to this Agreement that vest in a calendar year will be aggregated with any earlier Option grant you received that vest in the same calendar year.  If you vest in the maximum number of Incentive Stock Options in which you are permitted to vest for a calendar year under a prior stock option agreement, any Options that you receive under this Agreement that vest in the same calendar year will be considered Non-Qualified Options.

4.	Exercise price per share:_______________________________________ (subject to adjustment pursuant to Section 9 hereof)

10.	Accelerated Vesting and Exercisability Period. Notwithstanding the vesting schedule set forth in Section 6 of this Agreement, the vesting and exercisability of this Option upon a Termination of Service in certain events will be as follows:

10.4

Termination for Cause.  In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement that have not been exercised will immediately expire and be forfeited.

12.	Miscellaneous.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

SR BANCORP, INC.

 

 Name: ____________________________

Title: _____________________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the SR Bancorp, Inc. 2024 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the SR Bancorp, Inc. 2024 Equity Incentive Plan and related prospectus.

PARTICIPANT

 

 Name: ____________________________

Signature Page to Incentive Stock Option Award Agreement

EXHIBIT A

NOTICE OF EXERCISE OF OPTION

I, ______________________________, hereby exercise the stock option (the “Option”) granted to me by SR Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Incentive Stock Option Award Agreement (the “Agreement”) and the SSR Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $________ per share.

I elect to pay the exercise price by:

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

___ investment

___ resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act prior to your exercise of such Option.

Date: _______________, 20___ _________________________________________

Participant’s signature

*   If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares.  If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged.  If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged.  I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise.  In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

FORM OF

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

Granted by

SR BANCORP, INC.

under the

SR BANCORP, INC. 2024 EQUITY INCENTIVE PLAN

This Non-Qualified Stock Option Award Agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the SR Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part of this Agreement, subject to the provisions of this Agreement.  A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts the Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors of SR Bancorp, Inc. will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the term “Company” means SR Bancorp, Inc., including its present and future subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1.	Name of Participant:________________________________

2.	Date of Grant:________________________________

3.	Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option._____ (subject to adjustment pursuant to Section 9 hereof).

•	This is a Non-Qualified Option.

4.	Exercise price per share: $________________________________ (subject to adjustment pursuant to Section 9 hereof)

10.	Accelerated Vesting and Exercisability Period. Notwithstanding the vesting schedule set forth in Section 6 of this Agreement, the vesting and exercisability of this Option upon a Termination of Service in certain events will be as follows:

Change in Control, or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and may be exercised for a period of three (3) months from the Participant’s Termination of Service, but in no event beyond the expiration date of the Option.

11.	Miscellaneous.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

SR BANCORP, INC.

 

Name: ___________________________

Title: ____________________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the SR Bancorp, Inc. 2024 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the SR Bancorp, Inc. 2024 Equity Incentive Plan and related prospectus.

PARTICIPANT

 

Name: ____________________________

Signature Page to Non-Qualified Stock Option Award Agreement

EXHIBIT A

NOTICE OF EXERCISE OF OPTION

I, ______________________________, hereby exercise the stock option (the “Option”) granted to me by SR Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Non-Qualified Stock Option Award Agreement (the “Agreement”) and the SR Bancorp, Inc. 2024 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______ per share.

I elect to pay the exercise price by:

I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

___ investment

___ resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"), the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.

Date: _______________, 20___ _________________________________________

Participant’s signature

*   If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares.  If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged.  If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged.  I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise.  In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of SR Bancorp, Inc. of our report dated October 16, 2024, with respect to the consolidated financial statements of SR Bancorp, Inc. and Subsidiaries for the year ended June 30, 2024 appearing in the Company’s Annual Report in Form 10-K (File No. 001-41808).

 

/s/ BAKER TILLY US, LLP

 

Iselin, New Jersey

November 25, 2024

EXHIBIT 107

___________________________________________

(1)

Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the SR Bancorp, Inc. 2024 Equity Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of SR Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).

(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of the Company’s common stock as reported on the Nasdaq Stock Market on November 25, 2024.

N/A

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