As filed with the Securities and Exchange Commission on September 12, 2025

Registration No. 333-________ 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM S-1 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

URSB Bancorp, Inc. 

United Roosevelt Savings Bank 401(k) & Profit Sharing Plan 

(Exact Name of Registrant as Specified in Its Charter)

11-15 Cooke Avenue 

Carteret, New Jersey 07008 

(732) 541-5445 

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kenneth R. Totten 

Chairman, President and Chief Executive Officer 

URSB Bancorp, Inc. 

11-15 Cooke Avenue 

Carteret, New Jersey 07008 

(732) 541-5445 

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Lawrence M.F. Spaccasi, Esq.

Kent M. Krudys, Esq.

Victor L. Cangelosi, Esq.

Luse Gorman, PC

5335 Wisconsin Avenue, N.W., Suite 780

Washington, D.C. 20015

(202) 274-2028

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 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: ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Prospectus Supplement

Prospectus Supplement

Interests in

UNITED ROOSEVELT SAVINGS BANK 401(k) & PROFIT SHARING PLAN

Offering of Participation Interests of up to 238,404 Shares of

URSB Bancorp, Inc. Common Stock

In connection with the mutual-to-stock conversion of United Roosevelt, MHC, URSB Bancorp, Inc. (“URSB Bancorp”), a newly formed Maryland corporation and the proposed holding company of United Roosevelt Savings Bank, is offering shares of its common stock for sale at $10.00 per share. Following the completion of the conversion and stock offering, it is expected that the common stock of URSB Bancorp will be quoted on the OTCQB Market.

In connection with the conversion and stock offering, United Roosevelt Savings Bank is allowing participants in the United Roosevelt 401(k) & Profit Sharing Plan (the “401(k) Plan”), to invest a portion of their account balances in URSB Bancorp common stock. This prospectus supplement relates to elections by 401(k) Plan participants to direct the trustee of the 401(k) Plan to invest up to 75% of their account balances in the 401(k) Plan in URSB Bancorp common stock in connection with the conversion and stock offering. Based upon the value of the 401(k) Plan assets at June 30, 2025, the trustee of the 401(k) Plan could purchase up to 238,404 shares of URSB Bancorp common stock on behalf of participants, at the purchase price of $10.00 per share.

Before you consider investing, you should read the prospectus of URSB Bancorp, dated [date], which is enclosed with this prospectus supplement. It contains detailed information regarding the conversion, the stock offering of URSB Bancorp, and the financial condition, results of operations and business of United Roosevelt, MHC and United Roosevelt Savings Bank. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

For a discussion of risks that you should consider, see “Risk Factors” beginning on page [#] of the attached prospectus, and “Notice of Your Rights Concerning Employer Securities” in this prospectus supplement.

The interests in the 401(k) Plan and the offering of shares of URSB Bancorp common stock have not been approved or disapproved by the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the New Jersey Department of Banking and Insurance, the Federal Deposit Insurance Corporation or any state securities regulator. Any representation to the contrary is a criminal offense.

The securities offered by this prospectus supplement are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Depositors Insurance Fund or any other governmental agency.

This prospectus supplement may be used only in connection with offers and sales by URSB Bancorp in the stock offering of URSB Bancorp common stock that may be acquired within the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of URSB Bancorp common stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the attached prospectus. URSB Bancorp, United Roosevelt, MHC, United Roosevelt Savings Bank and the 401(k) Plan have not authorized anyone to provide you with different information.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the attached prospectus nor any sale of URSB Bancorp common stock shall under any circumstances imply that there has not been a change in the affairs of URSB Bancorp, United Roosevelt, MHC, United Roosevelt Savings Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is [date].

TABLE OF CONTENTS

RISK FACTORS

In addition to considering the material risks disclosed under “Risk Factors” beginning on page [#] of the attached prospectus, you should also consider the following:  

If you elect to purchase URSB Bancorp common stock using your 401(k) Plan account balance and the stock offering is oversubscribed, you will bear the risk of price changes in the investment funds of the 401(k) Plan.

If you elect to purchase URSB Bancorp common stock using your 401(k) Plan account balance, the 401(k) Plan trustee will sell the designated amount within your 401(k) Plan account among your investment fund balances. If the stock offering is oversubscribed (i.e., there are more orders for URSB Bancorp common stock than shares available for sale in the stock offering) and the 401(k) Plan trustee cannot use any or all of the funds you allocate to purchase URSB Bancorp common stock, the funds that cannot be invested in URSB Bancorp common stock, and any interest earned on such funds, will be reinvested in your existing investment funds of the 401(k) Plan, according to your then existing investment election (i.e., in proportion to your investment direction for future contributions). During the period from when the 401(k) Plan trustee sells a portion of your investment funds until reinvestment of some or all of those funds back into your investment funds as a result of an oversubscription, you will bear the risk of price changes in the investment funds. It is possible that during this period some or all the investment funds may have increased in value more than the amount of any interest you may have earned on the reinvested funds before reinvestment. See “The Offering – Purchases in the Offering and Oversubscriptions” in this prospectus supplement.  

DESCRIPTION OF THE 401(k) PLAN

Introduction

General. United Roosevelt Savings Bank originally adopted the 401(k) Plan effective as of December 1, 1976. In connection with the mutual-to-stock conversion of United Roosevelt Bancorp, MHC, URSB Bancorp desires to allow participants to purchase common stock of URSB Bancorp in their accounts in the 401(k) Plan and United Roosevelt Savings Bank has amended the 401(k) Plan to allow investments in URSB Bancorp common stock. The 401(k) Plan is a tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

United Roosevelt Savings Bank intends that the 401(k) Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. United Roosevelt Savings Bank will adopt any amendments to the 401(k) Plan that may be necessary to ensure the continuing qualified status of the 401(k) Plan under the Code and applicable Treasury Regulations.

ERISA. The 401(k) Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). As such, the 401(k) Plan is subject to all the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except for the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The 401(k) Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the 401(k) Plan.

Reference to Full Text of Plan. This prospectus supplement summarizes certain provisions of the 401(k) Plan. These summaries are not complete and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees by going to www.Principal.com.

Eligibility and Participation

United Roosevelt Savings Bank employees generally become eligible to enter the 401(k) Plan as participants upon their attainment of age 18 and the completion of three months of service for elective contributions and qualified matching and non-elective contributions. Eligible employees may participate in the 401(k) Plan for employer discretionary contributions upon attaining age 18 and completing one year of service.

As of December 31, 2024, there were approximately 34 active and former employees with account balances in the 401(k) Plan.

Contributions Under the Plan

Elective Deferrals. Participants are permitted to defer up to 75% of their compensation as of the date they become a participant in the 401(k) Plan but may choose a different percentage or choose not to defer at all. The amounts of deferrals are also subject to certain restrictions imposed by the Code. For 2025, participants may defer up to $23,500 and may defer an additional $7,500 if they qualify for catch-up contributions as described in the next paragraph. The compensation of each participant taken into account under the 401(k) Plan is limited by the Code, and for 2025 the limit is $350,000 (this limit may change on an annual basis). Canceling or changing a participant’s contribution percentage can be accomplished by going to www.Principal.com.

Catch-up Contributions. If a participant has made the maximum amount of elective deferrals allowed by the 401(k) Plan or other legal limits and has attained at least age 50 (or will reach age 50 before the end of the tax year, which is December 31), that participant is also eligible to make an additional catch-up contribution. For 2025, the maximum catch-up contribution is $7,500. A participant may authorize United Roosevelt Savings Bank to withhold a specified dollar amount of his or her compensation for this purpose.

Employer Contributions. United Roosevelt Savings Bank currently makes a matching contribution tied to participant deferrals under the 401(k) Plan. United Roosevelt Savings Bank reserves the right to eliminate or modify the amount of this contribution at any time and from time to time.

Limitations on Contributions

Contribution Limits. For the tax year beginning January 1, 2025, the amount of a participant’s elective deferrals may not exceed $23,500 per calendar year, or $31,000, if you the participant is eligible to make catch-up contributions. Contributions in excess of this limit are known as excess deferrals. If a participant defers amounts in excess of this limitation, his or her gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by the participant in the tax year in which the contribution is made.

The total amount of contributions that a participant makes and any contribution made by United Roosevelt Savings Bank makes on a participant’s behalf to the 401(k) Plan and other defined contribution tax-qualified retirement plans in one year is generally limited to the lesser of 100% of the participant’s compensation or $70,000 (for 2025).

Rollovers. Participants may make a rollover contribution of an eligible rollover distribution from any other qualified retirement plan or an individual retirement arrangement (IRA). These funds will be maintained in a separate rollover account in which the participants will have a nonforfeitable vested interest.

Benefits Under the 401(k) Plan

Vesting. At all times, participants have a fully vested, non-forfeitable interest in the portion of their account balance attributable to elective deferrals and qualified matching and non-elective contributions. Discretionary employer contributions vest at the rate of 20% after two years of service and 20% for each year of service thereafter, so that a participant is fully vested after six years of service.

Distribution at Termination of Employment. Participants will be entitled to receive a distribution of the vested amounts in their account when their employment terminates for any reason. A participant’s benefit will be equal to the vested balance of the participant’s account. The 401(k) Plan will make involuntary cash-out distributions of vested account balances in accordance with the 401(k) Plan. If a participant is not a 5% or more owner of his or her employer, their required benefit commencement date is the April 1^st following the close of the year in which the later of the following occurs: they attain age 72 ½ or they terminate employment.

Distribution After Death of Participant. If a participant dies, the value of the participant’s entire account will be payable to the participant’s beneficiary in accordance with the 401(k) Plan.

Investment of Contributions and Account Balances

All amounts credited to a participant’s account under the 401(k) Plan are held in the 401(k) Plan trust (the “Trust”), which is administered by the trustee of the 401(k) Plan. Before the effective date of the stock offering, participants were provided with the opportunity to direct the investments of their accounts into one of the investment options described below.

Performance History

The following table provides performance data with respect to the investment funds in the 401(k) Plan:

Description of the Investment Funds

Principal Global Investors Equity Income Separate Account. The investment seeks to provide current income and long-term growth of income and capital. Under normal circumstances, the fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in dividend-paying equity securities at the time of purchase. It usually invests in equity securities of companies with large and medium market capitalizations. The fund invests in value equity securities, an investment strategy that emphasizes buying equity securities that appear to be undervalued.

Principal Equity Income Separate Account-Z. The investment seeks to provide current income and long-term growth of income and capital. Under normal circumstances, the fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in dividend-paying equity securities. The managers define dividend-paying equity securities as securities that produced dividend income within the last rolling 12 months. It usually invests in equity securities of companies with large and medium market capitalizations.

Fidelity 500 Index Fund. The investment seeks to provide investment results that correspond to the total return performance of common stocks publicly traded in the United States. The fund normally invests at least 80% of assets in common stocks included in the S&P 500(R) Index, which broadly represents the performance of common stocks publicly traded in the United States. It lends securities to earn income.

Principal Blue Chip Separate Account-Z. The investment seeks long-term growth of capital. The fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of companies with large market capitalizations that, in the fund's investment advisor's opinion, display characteristics of a "blue chip" company. The advisor tends to focus on securities of companies that show potential for growth of capital as well as an expectation for above average earnings. The fund also invests in securities of foreign companies.

American Century Mid-Cap Value R6 Fund. The investment seeks long-term capital growth; income is a secondary consideration. Under normal market conditions, the portfolio managers will invest at least 80% of the fund's net assets in medium size companies. The portfolio managers consider medium size companies to include those whose market capitalizations at the time of purchase are within the capitalization range of the Russell 3000(R) Index, excluding the largest 100 such companies.

Fidelity Mid Cap Index Fund. The investment seeks to provide investment results that correspond to the total return of stocks of mid-capitalization United States companies. The fund invests normally at least 80% of its assets in securities included in the Russell Midcap(R) Index. It lends securities to earn income.

Janus Henderson Enterprise N Fund. The investment seeks long-term growth of capital. The fund pursues its investment objective by investing primarily in common stocks selected for their growth potential, and normally invests at least 50% of its equity assets in medium-sized companies. Medium-sized companies to be those whose market capitalization falls within the range of companies in the Russell Midcap(R) Growth Index. Market capitalization is a commonly used measure of the size and value of a company. It may also invest in foreign securities.

DFA US Targeted Value I Fund. The investment seeks long-term capital appreciation. The fund purchases a broad and diverse group of the readily marketable securities of U.S. small and mid cap companies that the advisor determines to be value stocks with higher profitability. It may purchase or sell futures contracts and options on futures contracts for U.S. equity securities and indices, to increase or decrease equity market exposure based on actual or expected cash inflows to or outflows from the fund.

Vanguard Small Cap Index Admiral Fund. The investment seeks to track the performance of the CRSP US Small Cap Index that measures the investment return of small-capitalization stocks. The fund advisor employs an indexing investment approach designed to track the performance of the CRSP US Small Cap Index, a broadly diversified index of stocks of small U.S. companies. The advisor attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Putnam Small Cap Growth R6 Fund. The investment seeks capital appreciation. The fund invests mainly in common stocks of small U.S. companies, with a focus on growth stocks. Growth stocks are stocks issued by companies whose earnings are expected to grow faster than those of similar firms, and whose business growth and other characteristics may lead to an increase in stock price. It invests at least 80% of the fund's net assets in companies of a size similar to those in the Russell 2000 Growth Index.

Fidelity Emerging Markets Index Fund. The investment seeks to provide investment results that correspond to the total return of emerging stock markets. The fund normally invests at least 80% of the fund's assets in securities included in the MSCI Emerging Markets Index and in depositary receipts representing securities included in the index. The adviser uses statistical sampling techniques based on such factors as capitalization, industry exposures, dividend yield, price/earnings (P/E) ratio, price/book (P/B) ratio, earnings growth, country weightings, and the effect of foreign taxes to attempt to replicate the returns of the index.

Fidelity International Index Fund. The investment seeks to provide investment results that correspond to the total return of foreign stock markets. The fund normally invests at least 80% of assets in common stocks included in the MSCI EAFE Index, which represents the performance of foreign stock markets. The manager uses statistical sampling techniques based on such factors as capitalization, industry exposures, dividend yield, price/earnings (P/E) ratio, price/book (P/B) ratio, earnings growth, and country weightings to attempt to replicate the returns of the MSCI EAFE Index.

MFS International Growth R6 Fund. The investment seeks capital appreciation. The fund normally invests its assets primarily in foreign equity securities, including emerging market equity securities. Equity securities include common stocks and other securities that represent an ownership interest (or right to acquire an ownership interest) in a company or other issuer. The advisor focuses on investing the fund's assets in the stocks of companies the advisor believes to have above average earnings growth potential compared to other companies (growth companies).

DFA Global Real Estate Securities I Fund. The investment seeks long-term capital appreciation. The Portfolio seeks to achieve exposure to a broad portfolio of securities of U.S. and non-U.S. companies in the real estate industry, with a focus on real estate investment trusts ("REITs") or companies that the Advisor considers to be REIT-like entities. It may pursue its investment objective by investing its assets in the DFA Real Estate Securities Portfolio, DFA International Real Estate Securities Portfolio (the "underlying funds"), and/or directly in securities of companies in the real estate industry.

Vanguard Target Retirement Income Inv Fund. The investment seeks to provide current income and some capital appreciation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors currently in retirement. Its indirect bond holdings are a diversified mix of short-, intermediate-, and long-term U.S. government, U.S. agency, and investment-grade U.S. corporate bonds; inflation-protected public obligations issued by the U.S. Treasury; mortgage-backed and asset-backed securities; and government, agency, corporate, and securitized investment-grade foreign bonds issued in currencies other than the U.S. dollar.

Vanguard Target Retirement 2020 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2020 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2025 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2025 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2030 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2030 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2035 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2035 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2040 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2040 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2045 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2045 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2050 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2050 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2055 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2055 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2060 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2060 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2065 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2065 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Vanguard Target Retirement 2070 Inv Fund. The investment seeks to provide capital appreciation and current income consistent with its current asset allocation. The fund invests in a mix of Vanguard mutual funds (underlying funds) according to an asset allocation strategy designed for investors planning to retire and leave the workforce in or within a few years of 2070 (the target year). The fund's asset allocation will become more conservative over time, meaning that the percentage of assets allocated to stocks will decrease while the percentage of assets allocated to bonds and other fixed income investments will increase.

Legg Mason BrandywineGLOBAL Global Opportunities Bond IS Fund. The investment seeks to maximize total return consisting of income and capital appreciation. The fund normally invests at least 80% of its net assets in fixed income securities of issuers located in developed market countries. It will invest in both investment grade and below investment grade fixed income securities, and the advisor intends to invest less than 35% of its net assets in below investment grade fixed income securities (commonly known as "high yield debt" or "junk bonds"). The fund may invest up to 25% of its net assets in convertible debt securities. It is non-diversified.

PGIM High Yield R6 Fund. The investment seeks to maximize current income; and capital appreciation is a secondary objective. The fund normally invests at least 80% of its investable assets in a diversified portfolio of high yield fixed-income instruments rated Ba or lower by Moody's Investors Service ("Moody's") or BB or lower by S&P Global Ratings ("S&P"), and instruments either comparably rated by another nationally recognized statistical rating organization ("NRSRO"), or considered to be of comparable quality, that is, junk bonds.

Fidelity US Bond Index Fund. The investment seeks to provide investment results that correspond to the aggregate price and interest performance of the debt securities in the Bloomberg U.S. Aggregate Bond Index. The fund normally invests at least 80% of the fund's assets in bonds included in the Bloomberg U.S. Aggregate Bond Index. Its manager uses statistical sampling techniques based on duration, maturity, interest rate sensitivity, security structure, and credit quality to attempt to replicate the returns of the Bloomberg U.S. Aggregate Bond Index using a smaller number of securities. The fund invests in Fidelity's central funds.

PGIM Total Return Bond R6 Fund. The investment seeks total return. The fund will seek to achieve its objective through a mix of current income and capital appreciation as determined by the fund's subadviser. It invests, under normal circumstances, at least 80% of the fund's investable assets in bonds. For purposes of this policy, bonds include all fixed income securities, other than preferred stock, with a maturity at date of issue of greater than one year. The fund may invest up to 30% of its investable assets in speculative, high risk, below investment-grade securities. It may invest up to 30% of its investable assets in foreign debt securities, including emerging market debt securities.

Fidelity Inflation-Protection Bond Index Fund. The investment seeks to provide investment results that correspond to the total return of the inflation-protected sector of the United States Treasury market. The fund normally invests at least 80% of assets in inflation-protected debt securities included in the Bloomberg U.S. Treasury Inflation-Protected Securities (TIPS) Index. The advisor engages in transactions that have a leveraging effect on the fund, including investments in derivatives - such as swaps (interest rate, total return, and credit default) and futures contracts - and forward-settling securities, to adjust the fund's risk exposure.

Principal Guaranteed Option. This is a guaranteed general account-backed group annuity contract. A rate of interest contractually guaranteed by Principal Life is created to participant account balances. The contract makes benefit payments to participants without restriction (i.e. no early termination charges or surrender charges for plan benifit events). A surrender elected by a plan fiduciary will be paid out in six installments over 5 years (subject to additional contractual limitations), or a single sum subject to an Early Termination Charge, whichever the plan fiduciary chooses.

An investment in any of the funds listed above is not a bank deposit or savings account and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the New Jersey Department of Banking and Insurance or any other government agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above.

URSB Bancorp, Inc. Stock Fund

In connection with the conversion and stock offering, the 401(k) Plan now offers the URSB Bancorp, Inc. Stock Fund as an additional choice among the investment options described above. The URSB Bancorp, Inc. Stock Fund invests primarily in the shares of common stock of URSB Bancorp. In connection with the conversion and stock offering, you may, in the manner described earlier, elect to direct the 401(k) Plan trustee to invest up to 75% of your 401(k) Plan account in the URSB Bancorp, Inc. Stock Fund.

As of the date of this prospectus supplement, there is no established market for URSB Bancorp common stock. Accordingly, there is no record of the historical performance of the URSB Bancorp, Inc. Stock Fund. Performance of the URSB Bancorp, Inc. Stock Fund will depend on a number of factors, including the consolidated financial condition and profitability of URSB Bancorp and United Roosevelt Savings Bank and market conditions for shares of URSB Bancorp common stock generally.

Investments in the URSB Bancorp, Inc. Stock Fund involve special risks common to investments in the shares of common stock. In deciding to invest a part of your account balance in the URSB Bancorp, Inc. Stock Fund, you should carefully consider the information set forth on page [#] of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities – The Importance of Diversifying Your Retirement Savings.”

For a discussion of material risks you should consider, see “Risk Factors” beginning on page [#] of the attached prospectus and the section of this prospectus supplement entitled “Notice of Your Rights Concerning Employer Securities” below.

Withdrawals from the 401(k) Plan

Applicable federal law requires the 401(k) Plan to impose substantial restrictions on the right of a 401(k) Plan participant to withdraw amounts held for his or her benefit under the 401(k) Plan before the participant’s termination of employment with United Roosevelt Savings Bank. A substantial federal tax penalty may also be imposed on withdrawals made before the participant’s attainment of age 59 ½, regardless of whether the withdrawal occurs during his or her employment with United Roosevelt Savings Bank or after termination of employment.

Withdrawal from Your Account Before Retirement. Once you have attained age 59 ½, you may request distribution of all, or part of the amounts credited to your account attributable to certain types of contributions, as set forth in the 401(k) Plan.

Hardship Withdrawals. If you incur a financial hardship, you may request a withdrawal from the portion of your account attributable to certain types of contributions, as set forth in the 401(k) Plan.

Rollover Contributions. You may withdraw the amounts you contributed to the 401(k) Plan as a rollover contribution.

Administration of the 401(k) Plan

401(k) Plan Trustee. The trustee of the 401(k) Plan is Principal Trust Company. Principal Trust Company serves as trustee for all the investments funds under the 401(k) Plan, except that Kenneth R. Totten will serve as trustee of the URSB Bancorp, Inc. Stock Fund only during the stock offering period.

Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by the 401(k) Plan administrator. The name and address of the 401(k) Plan administrator is United Roosevelt Savings Bank, 11-15 Cooke Avenue, Carteret, New Jersey 07008. The 401(k) Plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of plan records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

Reports to Plan Participants. The 401(k) Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of the statement period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any). In addition, you can go online to www.principal.com or call (800) 547-7754 at any time to review your account balances.

Amendment and Termination

United Roosevelt Savings Bank intends to continue the 401(k) Plan indefinitely. Nevertheless, United Roosevelt Savings Bank may terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then regardless of other provisions in the 401(k) Plan, you will have a fully vested interest in your account. United Roosevelt Savings Bank reserves the right to make any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that United Roosevelt Savings Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the 401(k) Plan requires that you receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation, or transfer.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax aspects of the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.

As a “tax-qualified retirement plan,” the Code affords the 401(k) Plan special tax treatment, including:

(1)            the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year;

(2)            participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3)            earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

United Roosevelt Savings Bank will administer the 401(k) Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

Lump-Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ½, and consists of the balance credited to the participant under the 401(k) Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by United Roosevelt Savings Bank. The portion of any lump-sum distribution required to be included in a participant’s taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, the participant has made to the 401(k) Plan and any other profit sharing plans maintained by United Roosevelt Savings Bank, which is included in the distribution.

URSB Bancorp, Inc. Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes URSB Bancorp common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to URSB Bancorp common stock, that is, the excess of the value of URSB Bancorp common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of URSB Bancorp common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of URSB Bancorp common stock at the time of distribution, less the amount of any net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of URSB Bancorp common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of URSB Bancorp common stock. Any gain on a subsequent sale or other taxable disposition of URSB Bancorp common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the 401(k) Plan to another qualified plan or to an individual retirement account (IRA) in accordance with the terms of the other plan or the IRA.

Notice of Your Rights Concerning Employer Securities

There has been an important change in Federal law that provides specific rights concerning investments in employer securities, such as URSB Bancorp common stock. Because you may in the future have investments in URSB Bancorp, Inc. Stock Fund under the Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The 401(k) Plan must allow you to elect to move any portion of your account that is invested in the URSB Bancorp, Inc. Stock Fund from that investment into other investment alternatives under the 401(k) Plan. You may contact the 401(k) Plan Administrator disclosed above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All the investment options under the 401(k) Plan are available to you if you decide to diversify out of the URSB Bancorp, Inc. Stock Fund.

The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

In deciding how to invest your retirement savings, you should take into account all your assets, including any retirement savings outside of the 401(k) Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in URSB Bancorp common stock through the 401(k) Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

As noted above, the 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plan’s assets by participants and beneficiaries. The 401(k) Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as United Roosevelt Savings Bank, the 401(k) Plan Administrator, or the 401(k) Plan’s trustee, is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

Because you will be entitled to invest a portion of your account balance in the Plan in URSB Bancorp common stock, the regulations under Section 404(c) of ERISA require that the 401(k) Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting requirements and liability provisions on officers, directors, and persons beneficially owning more than 10% of public companies such as URSB Bancorp. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of URSB Bancorp, the individual must file a Form 3 reporting initial beneficial ownership with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales, and gifts, generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or in limited circumstances, annually on a Form 5 within 45 days after the close of URSB Bancorp’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the URSB Bancorp, Inc. Stock Fund of the Plan by officers and persons beneficially owning more than 10% of the common stock of URSB Bancorp generally must be reported to the Securities and Exchange Commission by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by URSB Bancorp of profits realized by an officer, director or any person beneficially owning more than 10% of URSB Bancorp common stock resulting from non-exempt purchases and sales of URSB Bancorp common stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Except for distributions URSB Bancorp, Inc. common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons subject to Section 16(b) are required to hold shares of URSB Bancorp, Inc. common stock distributed from the 401(k) Plan for six months following such distribution and are prohibited from directing additional purchases within the URSB Bancorp, Inc. Stock Fund for six months after receiving such a distribution.

Financial Information Regarding 401(k) Plan Assets

Financial information regarding the net assets available for 401(k) Plan benefits and the change in net assets available for 401(k) Plan benefits is available upon written request to the 401(k) Plan Administrator at the address shown above.

LEGAL OPINION

The validity of the issuance of the URSB Bancorp common stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm acted as special counsel to URSB Bancorp in connection with URSB Bancorp’s stock offering.

PROSPECTUS

URSB Bancorp, Inc. 

(Proposed Holding Company for United Roosevelt Savings Bank) 

Up to 2,012,500 Shares of Common Stock 

(Subject to Increase to up to 2,314,375 Shares)

URSB Bancorp, Inc. is offering shares of its common stock for sale in an initial public offering in connection with the conversion of United Roosevelt, MHC, the mutual holding company of United Roosevelt Savings Bank, from a mutual holding company to a stock holding company. There is no current public or private market for our common stock. We expect our common stock to be quoted on the OTCQB Market upon the completion of the conversion and stock offering. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced disclosure requirements for this prospectus and future filings.

The shares of common stock are first being offered for sale in a subscription offering to United Roosevelt Savings Bank’s depositors as of specified eligibility dates and to its tax-qualified employee benefit plans. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to residents of the communities that United Roosevelt Savings Bank serves, and, if necessary, in a syndicated community offering. We must sell a minimum of 1,487,500 shares to complete the conversion and stock offering.

In addition to the shares of common stock to be sold in the stock offering, we intend to contribute an additional 20,000 shares of common stock and $200,000 in cash to a charitable foundation to be established and funded in connection with the conversion and stock offering.

The minimum purchase order is 25 shares. Generally, in all categories of the stock offering combined, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 20,000 shares ($200,000) of common stock and no person or entity, together with its associates or persons acting in concert with it, may purchase more than 50,000 shares ($500,000) of common stock.

The subscription offering will expire at 2:00 p.m., Eastern time, on December ____, 2025. We may extend this expiration date without notice to you until __________, 2026, unless we receive regulatory approval to extend to a later date, which may not be beyond __________, 2027. No single extension may exceed 90 days, and the stock offering must be completed by ________, 2027. Once submitted, orders are irrevocable unless the subscription offering and any community offering are terminated or extended, with regulatory approval, beyond ________, 2026, or the number of shares of common stock to be sold is increased to more than 2,314,375 shares or decreased to less than 1,487,500 shares. If the subscription offering and any community offering are extended past _________, 2026, we will notify all subscribers and give them the opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the stock offering is increased to more than 2,314,375 shares or decreased to less than 1,487,500 shares, we will resolicit subscribers and promptly return all funds delivered to us to purchase shares of common stock in the subscription offering and in any community offering, with interest. We will hold funds received in the subscription offering and in any community offering in a segregated account at United Roosevelt Savings Bank and the funds will earn interest at 0.10% per annum until completion or termination of the stock offering.

Janney Montgomery Scott LLC is assisting us in selling the shares of common stock, on a best efforts basis, in the subscription offering and in any community offering, and will serve as sole manager for any syndicated community offering. Janney Montgomery Scott LLC is not required to purchase any shares of common stock being offered for sale in the stock offering.

This investment involves a degree of risk, including the possible loss of principal. 

See “Risk Factors” beginning on page 15.

OFFERING SUMMARY 

Price: $10.00 per Share

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the New Jersey Department of Banking and Insurance, the Federal Deposit Insurance Corporation nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

JANNEY MONTGOMERY SCOTT LLC

For assistance, contact the Stock Information Center at __________ (toll-free).

The date of this prospectus is November ____, 2025.

TABLE OF CONTENTS

SUMMARY

The following summary summarizes the significant aspects of United Roosevelt, MHC’s mutual-to-stock conversion transaction and the related initial public offering of common stock by URSB Bancorp, Inc.. It may not contain all the information that is important to you. Before making an investment decision, you should read this entire prospectus carefully, including the section entitled “Risk Factors” and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

URSB Bancorp, Inc.

URSB Bancorp, Inc. (referred to as “URSB Bancorp” throughout this prospectus) is a newly formed Maryland corporation that will own all of the outstanding shares of common stock of United Roosevelt Savings Bank upon completion of the conversion and stock offering. It has not engaged in any business to date. Its executive offices are located at 11-15 Cooke Avenue, Carteret, New Jersey 07008. The telephone number at this address is (732) 541-5445.

United Roosevelt, MHC and United Roosevelt Bancorp

United Roosevelt, MHC is a New Jersey-chartered mutual holding company and the sole shareholder of United Roosevelt Bancorp, a New Jersey corporation (referred to as “United Roosevelt Bancorp” throughout this prospectus). United Roosevelt Bancorp is the sole shareholder of United Roosevelt Savings Bank. Their primary business is directing the affairs of United Roosevelt Savings Bank through their ownership of United Roosevelt Savings Bank. Their headquarters are located at 11-15 Cooke Avenue, Carteret, New Jersey 07008. The telephone number at this address is (732) 541-5445. As of June 30, 2025, United Roosevelt, MHC had, on a consolidated basis, total assets of $325.3 million, deposits of $254.0 million and total equity of $18.8 million.

United Roosevelt Savings Bank

Originally chartered in 1914, United Roosevelt Savings Bank is a New Jersey-chartered stock savings bank headquartered in Carteret, New Jersey. In October 1997, United Roosevelt Savings Bank converted from the mutual to stock form of organization by reorganizing into the current mutual holding company structure, resulting in United Roosevelt, MHC becoming its mutual holding company and United Roosevelt Bancorp becoming its mid-tier subsidiary stock holding company.

United Roosevelt Savings Bank operates from its main office and one branch office, both located in Carteret. We consider Middlesex County, where Carteret is located, and Monmouth County, adjacent to Middlesex County to the southeast, to be our primary market area for loans and retail deposits. Both counties are part of the New York Metropolitan area.

Our business consists primarily of taking retail deposits from the general public, along with brokered deposits and other wholesale deposits, and investing those deposits, together with funds generated from operations, primarily in one- to four-family residential mortgage loans, commercial real estate loans, commercial and industrial loans, and multi-family loans. At June 30, 2025, one-to four-family residential mortgage loans totaled $116.4 million (44.5% of total loan portfolio), commercial real estate loans totaled $62.8 million (24.0% of total loan portfolio), commercial and industrial loans totaled $46.8 million (17.9% of total loan portfolio) and multi-family loans totaled $19.5 million (7.4% of total loan portfolio). Substantially all of our one- to four-family residential mortgage loans are purchased from mortgage brokers. A substantial portion of our commercial and industrial loan portfolio are secured loans made to business professionals that we purchase from a third party. To a lesser but growing extent, our loan portfolio includes consumer loans, including unsecured consumer loans, the substantial majority of which we have recently begun to purchase from third parties. Consumer loans increased from $137,000, or 0.1% of total loans, at December 31, 2024 to $8.7 million, or 3.3% of total loans, at June 30, 2025. For further information about our lending activities, see “Risk Factors – Risks Related to Our Lending Activities” and “Business of United Roosevelt Savings Bank – Lending Activities.”

We offer a variety of deposit accounts, including certificate of deposit accounts, money market accounts, savings accounts, and interest-bearing and noninterest-bearing checking accounts.

United Roosevelt Savings Bank is subject to regulation, supervision and examination by the New Jersey Department of Banking and Insurance under New Jersey law and by the Federal Deposit Insurance Corporation (referred to as the “FDIC” throughout this prospectus), its primary federal regulator and the insurer of its deposit accounts, under federal law.

United Roosevelt Savings Bank’s main office is located at 11-15 Cooke Avenue, Carteret, New Jersey 07008. The telephone number at this address is (732) 541-5445. Its website address is www.ursb.bank. Information on the website is not incorporated into this prospectus and should not be considered part of this prospectus.

Business Strategy

As a community bank, we believe that our reputation for providing personalized customer service is our strongest asset and most effective business strategy to continue to grow and be profitable. The proceeds from the stock offering will enable us to continue to implement prudent growth, and we plan to employ the following strategies to also maximize profitability:

Our Organizational Structure and the Conversion

In October 1997, United Roosevelt Savings Bank completed a mutual holding company reorganization by converting from a mutual savings bank to a stock savings bank. Our current corporate organizational structure is as follows:

After the completion of the conversion and stock offering, our corporate organizational structure will be as follows:

Reasons for the Conversion

We believe the stock holding company form of organization will provide us with access to additional resources to expand the products and services we offer our customers. We believe that the additional capital raised in the stock offering will enable us to take advantage of business opportunities that may not otherwise be available to us, while retaining our commitment to remain an independent community bank. Our primary reasons for converting and raising additional capital through the stock offering are to:

As of June 30, 2025, United Roosevelt Savings Bank was considered “well capitalized” for regulatory purposes and was not subject to a directive or a recommendation from any regulator to raise capital. The proceeds from the stock offering will further increase our capital position.

Terms of the Stock Offering

We are offering for sale between 1,487,500 shares and 2,012,500 shares of common stock to eligible depositors of United Roosevelt Savings Bank, its tax qualified employee benefit plans and, to the extent shares remain available, to members of our local community and the general public. The number of shares of common stock to be sold may be increased to up to 2,314,375 shares as a result of demand for the shares or changes in the market for financial institution stocks. Unless the number of shares of common stock to be offered is increased to more than 2,314,375 shares or decreased to less than 1,487,500 shares, or the stock offering is extended beyond ____________, 2026, subscribers will not have the opportunity to change or cancel their stock orders once submitted.

The purchase price of each share of common stock to be sold the stock offering is $10.00. Investors will not be charged a commission to purchase shares of common stock.

Persons Who May Order Shares of Common Stock in the Stock Offering

We are offering the shares of common stock in a subscription offering in the following order of priority:

Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to natural persons (including trusts of natural persons) residing in Middlesex and Monmouth Counties in New Jersey.

We also may offer shares of common stock not purchased in the subscription offering or the community offering for sale to the general public through a syndicated community offering, which will be managed by Janney Montgomery Scott LLC (referred to as “Janney Montgomery” throughout this prospectus). We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering, and our interpretation of the terms and conditions of the plan of conversion will be final, subject to the authority of the New Jersey Department of Banking and Insurance and the Board of Governors of the Federal Reserve System (referred to as the “Federal Reserve Board” throughout this prospectus). Any determination to accept or reject stock orders in the community offering or the syndicated community offering will be based on the facts and circumstances available to management at the time of the determination.

If we receive orders for more shares than we are offering for sale, we may not be able to fill your order fully or partially. Shares will be allocated first to categories in the subscription offering. A detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled “The Conversion and Stock Offering.”

How We Determined the Offering Range

General. The amount of common stock that we are offering is based on an independent appraisal of the estimated market value of URSB Bancorp, assuming the conversion and stock offering is completed. RP Financial, LC. (referred to as “RP Financial” throughout this prospectus), our independent appraiser, has estimated that, as of August 5, 2025, this market value (including the value of the shares to be contributed to the charitable foundation) was $17.7 million. Based on applicable state and federal regulations, this market value forms the midpoint of a valuation range with a minimum of $15.1 million and a maximum of $20.3 million. Based on this valuation range and the $10.00 per share price, the number of shares of common stock being offered for sale in the stock offering ranges from 1,487,500 shares to 2,012,500 shares. The purchase price of $10.00 per share was selected primarily because it is the most commonly used price in mutual-to-stock conversions of financial institutions. RP Financial will update its appraisal before we complete the conversion and offering. If, as a result of demand for the shares or changes in market conditions, RP Financial determines that our estimated pro forma market value has increased, we may sell up to 2,314,375 shares in the stock offering without further notice to you. If our pro forma market value at the time of the completion of the conversion and offering is either below $15.1 million (including the value of the shares to be contributed to the charitable foundation) or above $23.3 million (including the value of the shares to be contributed to the charitable foundation), then, after consulting with the New Jersey Department of Banking and Insurance and the Federal Reserve Board, we may terminate the stock offering and promptly return all funds with interest; set a new offering range and give all subscribers the opportunity to place a new order; or take such other actions as may be permitted by our regulators.

RP Financial also considered that we intend to contribute an additional 20,000 shares of common stock (valued at $10.00 per share) and $200,000 in cash, for a total contribution of $400,000, to a charitable foundation that we intend to establish and fund in connection with the conversion and stock offering. The intended contribution of cash and shares of common stock to our charitable foundation reduces our estimated pro forma valuation.

Adjustments to Independent Appraisal. RP Financial made certain downward adjustments to the estimated pro forma market value of URSB Bancorp relative to the peer group. Slight downward adjustments relative to the peer group were made for financial condition, profitability, growth and viability of earnings, dividends and liquidity of the shares. The downward adjustment for financial condition took into consideration URSB Bancorp’s lower pro forma capital position as a percent of assets, less favorable funding composition and lower balance sheet liquidity relative to the comparable peer group measures. The downward adjustment for profitability, growth and viability of earnings took into consideration URSB Bancorp’s less favorable efficiency ratio and lower pro forma core earnings as a percent of equity and assets relative to the comparable peer group measures. The downward adjustment for dividends took into consideration URSB Bancorp’s less favorable capacity to pay dividends based on its lower pro forma earnings in comparison to the peer group’s earnings. The downward adjustment for liquidity of the shares took into consideration URSB Bancorp’s lower pro forma market capitalization and shares outstanding relative to the comparable peer group measures. No adjustments were made relative to the peer group for asset growth, primary market area, marketing of the issue, management, or effect of

government regulations and regulatory reform. For additional information, see “The Conversion and Stock Offering – Adjustments to Independent Appraisal.”

Peer Group. The appraisal is based in part on our financial condition and results of operations, the pro forma effect of the capital raised by the sale of shares of common stock in the stock offering, and an analysis of the following peer group of publicly traded savings and loan holding companies and bank holding companies that RP Financial considered comparable to us:

Selected Pricing Ratios. The following table presents a summary of our selected pricing ratios (on a pro forma basis) as of and for the twelve months ended June 30, 2025 and for the peer group as of and for the twelve months ended June 30, 2025 (or the last twelve months for which data are available), with stock prices as of August 5, 2025, as disclosed in the appraisal report. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a premium of 46.9% on a price-to-earnings basis, a discount of 32.1% on a price-to-book value basis and a discount of 35.3% on a price-to-tangible book value basis.

The independent appraisal does not indicate trading market value. You should not assume or expect that our valuation as indicated in the appraisal means that, after the conversion and stock offering, the shares of our common stock will trade at or above the $10.00 per share purchase price. Furthermore, the pricing ratios presented in the appraisal were used by RP Financial to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion and Stock Offering – Determination of Share Price and Number of Shares to be Issued.”

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25. Generally, no individual, or individuals exercising subscription rights through a single qualifying account held jointly, may purchase more than 20,000 shares ($200,000) of common stock. Additionally, if any of the following persons purchase shares of common stock, their purchases, in all categories of the stock offering, will be combined with your purchases and may not exceed 50,000 shares ($500,000):

See the detailed descriptions of “acting in concert” and “associate” in “The Conversion and Stock Offering – Limitations on Common Stock Purchases.”

Subject to regulatory approval, we may increase or decrease the purchase limitations at any time. See “The Conversion and Stock Offering – Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription Offering and the Community Offering

In the subscription offering and any community offering, you may pay for your shares only by:

Cash will be accepted only at United Roosevelt Savings Bank’s main office located at 11-15 Cooke Avenue, Carteret, New Jersey, and will be converted to a bank check. Do not remit cash by mail.

By law, United Roosevelt Savings Bank is prohibited from lending funds to anyone to purchase shares of common stock in the stock offering. Additionally, you may not use any type of third party check to pay for shares of common stock. Wire transfers will not be accepted. You may not submit a United Roosevelt Savings Bank line of credit check for payment. You may not designate a withdrawal from United Roosevelt Savings Bank’s line of credit accounts with check-writing privileges. If you request a direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount and we will immediately withdraw the amount from your checking account(s). You may not authorize direct withdrawal from a retirement account at United Roosevelt Savings Bank. See “—Using Retirement Account Funds to Purchase Shares of Common Stock in the Subscription and Community Offerings.”

You may subscribe for shares of common stock in the subscription offering and any community offering by delivering a signed and completed original stock order form, together with full payment payable to URSB Bancorp, Inc. or authorization to withdraw funds from one or more of your United Roosevelt Savings Bank eligible deposit accounts, provided that the stock order form is received before 2:00 p.m., Eastern time, on December ____, 2025, which is the expiration of the subscription offering period. You may submit your stock order form and payment by mail using the postage paid stock order reply envelope provided or by paying for overnight delivery to the address

listed on the stock order form. You may also hand-deliver stock order forms to our main office located at 11-15 Cooke Avenue, Carteret, New Jersey. Hand-delivered stock order forms will be accepted only at this location. We will not accept stock order forms at the other office of United Roosevelt Savings Bank. Do not mail stock order forms to any of United Roosevelt Savings Bank’s offices.

See “The Conversion and Stock Offering – Procedure for Purchasing Shares in the Subscription and Community Offerings – Payment for Shares” for a complete description of how to purchase shares in the subscription offering and any community offering.

Using Retirement Account Funds to Purchase Shares of Common Stock in the Subscription and Community Offerings

You may be able to subscribe for shares of common stock using funds in your IRA or other retirement account at United Roosevelt Savings Bank. If you wish to use some or all of the funds in your United Roosevelt Savings Bank IRA or other retirement account, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. An annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of IRA or other retirement account orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the December ____, 2025 offering deadline, for assistance with purchases using funds in your IRA or other retirement account you may have at United Roosevelt Savings Bank or elsewhere. Whether you may use such funds to purchase shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

See “The Conversion and Stock Offering – Procedure for Purchasing Shares in the Subscription and Community Offerings – Payment for Shares” and “—Using Individual Retirement Account Funds” for a complete description of how to use IRA funds to purchase shares of common stock in the stock offering.

Purchases by Executive Officers and Directors and Ownership by Benefit Plans

We expect our directors and executive officers, together with their associates, to subscribe for 70,000 shares ($700,000) of common stock in the stock offering, or 4.7% of the shares to be sold at the minimum of the offering range (excluding shares to be issued to the charitable foundation). Our directors and executive officers will pay the same $10.00 per share price for the common stock as all other subscribers in the stock offering. Purchases of the common stock by our directors and executive officers are for investment purposes for these individuals and not with a view towards resale, and pursuant to applicable conversion regulations, our directors and executive officers generally will not be permitted to sell any shares of the common stock that they purchase in the stock offering for a period of at least one year from the closing of the conversion and stock offering. See “Subscriptions by Directors and Executive Officers.”

Additionally, we expect the ESOP to purchase 8% of the sum of the number of shares of common stock sold the stock offering and contributed to the charitable foundation. We also expect, following completion of the conversion and stock offering and subject to stockholder approval, to adopt and implement one or more stock-based benefit plans. If and when the shares authorized by these plans are granted to our officers and directors, their stock ownership will increase. See “ – Benefits to Management and Potential Dilution to Stockholders Following the Conversion and Stock Offering.”

How We Intend to Use the Proceeds From the Stock Offering

Assuming the sale of 1,750,000 shares of common stock in the stock offering at the midpoint of the offering range, resulting in net proceeds of $15.9 million, URSB Bancorp intends to distribute the net proceeds as follows:

URSB Bancorp may use its portion of the net proceeds for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes, subject to regulatory approval as applicable. The funds United Roosevelt Savings Bank receives from URSB Bancorp will increase its capital position to support increased lending.

Both the net proceeds retained by URSB Bancorp and the net proceeds contributed by URSB Bancorp to United Roosevelt Savings Bank also may be used for future business expansion through de novo branching, branch acquisitions, or acquisitions of financial institutions. There are no current arrangements or agreements with respect to any such expansion activities. Initially, a substantial portion of the net proceeds will be invested in short-term investments consistent with our investment policy.

We do not anticipate that the number of shares we sell in the stock offering will significantly change the respective uses of proceeds by United Roosevelt Savings Bank and URSB Bancorp. See “How We Intend to Use the Proceeds From the Stock Offering” for more information on the proposed use of the proceeds from the stock offering, including a table showing the distribution of net proceeds at different points in the offering range.

Contribution of Cash and Shares of Common Stock to Charitable Foundation

To further our commitment to our local community, we intend to establish and fund a charitable foundation in connection with the conversion and stock offering. The charitable foundation will be dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate now and may operate in the future. We intend to fund the charitable foundation with 20,000 shares of our common stock (valued at $10.00 per share) and $200,000 in cash, for a total contribution of $400,000. We expect to record an after-tax expense of approximately $288,000 (based on an effective combined federal/state tax rate of 28.0%) during the quarter in which the conversion and stock offering is completed as a result of the contribution of shares of common stock and cash to the charitable foundation, which will reduce our earnings.

The charitable foundation will be required to distribute annually in grants or donations a minimum of 5% of the average fair market value of its net investment assets. Assuming there is no change in the value of the initial contribution of $400,000, the charitable foundation is expected to make contributions totaling approximately $20,000 in its first year of operation.

The contribution of shares of common stock to the charitable foundation will dilute the voting interests of purchasers of shares of our common stock in the stock offering. For further information, see “Risk Factors – Risks Related to Our Contribution to the Charitable Foundation – The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in the year in which we consummate the conversion.”

If we did not intend to establish and fund the charitable foundation, we would be offering more shares of common stock for sale in the stock offering. For further information, see “Comparison of Independent Valuation and Pro Forma Information With and Without Charitable Foundation.”

For additional information regarding the charitable foundation, see “URSB Charitable Foundation, Inc.”

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares

that you are purchasing. We intend to take legal action, including reporting persons to federal or state agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe you have sold or transferred your subscription rights. On the stock order form, you cannot add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. Doing so may jeopardize your subscription rights. You may only add those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation.

Deadline for Orders of Shares of Common Stock in the Subscription and Community Offerings

The deadline for submitting orders to purchase shares of common stock in the subscription offering and, if held, in the community offering is 2:00 p.m., Eastern time, on December ____, 2025, unless we extend this deadline. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.

Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 2:00 p.m., Eastern time, on December ____, 2025, whether or not we have been able to locate each person entitled to subscription rights.

See “The Conversion and Stock Offering – Procedure for Purchasing Shares in the Subscription and Community Offerings – Expiration Date” for a complete description of the deadline for purchasing shares in the stock offering.

Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 1,487,500 shares of common stock in the stock offering (not counting the shares to be contributed to our charitable foundation), we may take additional steps to complete the stock offering, specifically:

If we extend the stock offering beyond __________, 2026, we will resolicit subscribers. You will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period of time, your stock order will be cancelled, and your deposit account withdrawal authorizations will be cancelled or your funds submitted will be returned promptly with interest at 0.10% per annum from the date the stock order was processed. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount will be given the opportunity to increase their subscriptions up to the newly applicable limit.

Possible Change in the Offering Range

RP Financial will update its appraisal before we complete the conversion and stock offering. If, as a result of demand for the shares, changes in market conditions or changes to our financial condition, operating results or other aspects of our business, RP Financial determines that our pro forma market value has increased, we may sell up to 2,314,375 shares in the stock offering without further notice to you. If our pro forma market value (including the value of the shares to be contributed to the charitable foundation) at that time is either below $15.1 million or above $23.3 million, then, after consulting with the Federal Reserve Board and the New Jersey Department of Banking and Insurance, we may:

If we set a new offering range, we will promptly return funds, with interest at 0.10% per annum for funds received in the stock offering, cancel deposit account withdrawal authorizations and commence a resolicitation. In connection with the resolicitation, we will notify subscribers of their right to place a new stock order for a specified period of time.

Possible Termination of the Stock Offering

We may terminate the stock offering at any time with the approval, to the extent such approval is required, of the New Jersey Department of Banking and Insurance and the Federal Reserve Board.

We must sell a minimum of 1,487,500 shares to complete the stock offering (not including the shares we intend to contribute to the charitable foundation). If we terminate the stock offering because we fail to sell the minimum number of shares or for any other reason, we will promptly return your funds with interest at 0.10% per annum, and we will cancel deposit account withdrawal authorizations.

Conditions to Completion of the Conversion and Stock Offering

We cannot complete the conversion and stock offering unless:

Benefits to Management and Potential Dilution to Stockholders Following the Conversion and Stock Offering

We expect the ESOP to purchase 8% of the sum of the number of shares of common stock sold in the stock offering and contributed to the charitable foundation, or 162,600 shares of common stock assuming we sell 2,012,500 shares at the maximum of the offering range.

We also intend to implement one or more stock-based benefit plans after the completion of the conversion and stock offering. Stockholder approval of these plans will be required, and the stock-based benefit plans cannot be implemented until at least six months after the completion of the conversion and stock offering pursuant to applicable regulations. We have not yet determined whether we will present these plans for stockholder approval within 12 months following the completion of the conversion and stock offering or more than 12 months after the completion of the conversion and stock offering. If presented more than 12 months after the completion of the conversion and stock offering, these plans would require the approval of our stockholders by a majority of votes cast; otherwise, they would require the approval of our stockholders by a majority of votes eligible to be cast. Further, several restrictions would apply to these plans if adopted within one year of the conversion and stock offering (and with regard to vesting, within three years), including limits on awards to non-employee directors and officers and on vesting. See “Management – Benefits to be Considered Following Completion of the Conversion

and Stock Offering.” For example, if adopted within 12 months following the completion of the conversion and stock offering, the stock-based benefit plans will reserve a number of shares of common stock equal to not more than 4% of the shares issued in the conversion and stock offering (including shares contributed to the charitable foundation) for restricted stock awards to key employees and directors, at no cost to the recipients, and will also reserve a number of stock options equal to not more than 10% of the sum of the shares of common stock sold in the stock offering and contributed to the charitable foundation for key employees and directors.

If 4% of the sum of the shares of common stock sold in the stock offering and contributed to the charitable foundation are awarded under a stock-based benefit plan and come from authorized but unissued shares of common stock, stockholders would experience dilution of up to 3.85% in their ownership interest in URSB Bancorp. If 10% of the sum of the shares of common stock sold in the stock offering and contributed to the charitable foundation are issued upon the exercise of options granted under a stock-based benefit plan and come from authorized but unissued shares of common stock, stockholders would experience dilution of 9.09% in their ownership interest in URSB Bancorp.

In connection with the conversion and stock offering, we intend to enter into employment agreements and change in control agreements with certain of our executive officers. See “Management – Executive Compensation” for a further discussion of these agreements, including their terms and potential costs, as well as a description of other benefits arrangements.

The following table summarizes the number of shares of common stock and aggregate dollar value of grants (valuing each share granted at the offering price of $10.00) that will be available under the ESOP and one or more stock-based benefit plans if such plans are adopted within one year following the completion of the conversion and stock offering. The table shows the dilution to stockholders if all these shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the ESOP for allocation to all employees. A portion of the stock awards and stock option grants shown in the table below may be made to non-management employees.

Market for Common Stock

There is no current public or private market for our common stock. We anticipate that the shares of common stock sold in the stock offering and contributed to the charitable foundation will be quoted on the OTCQB Market following the completion of the conversion and stock offering. Janney Montgomery has advised us that it intends to make a market in the common stock following the completion of the conversion and stock offering, but it is not obligated to do so. See “Market for the Common Stock.”

Our Policy Regarding Dividends

Following the conversion and stock offering, our board of directors will be authorized to declare and pay dividends on our shares of common stock. The determination by the board of directors of whether to declare a dividend and the amount of any such dividend is subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or that, if paid, such dividends will not be reduced or eliminated in the future. For information regarding our proposed dividend policy, see “Our Policy Regarding Dividends.”

Material Income Tax Consequences

The conversion qualifies as a tax-free reorganization. Neither United Roosevelt, MHC, United Roosevelt Bancorp, URSB Bancorp, United Roosevelt Savings Bank nor persons eligible to subscribe in the subscription offering will recognize any gain or loss as a result of the conversion. See “The Conversion and Stock Offering – Material Income Tax Consequences” for a complete discussion of the income tax consequences of the conversion and stock offering.

Delivery of Shares of Common Stock

All shares of common stock sold in the subscription offering and any community offering will be issued in book entry form and held electronically on the books of our transfer agent. Stock certificates will not be issued. Our transfer agent will mail a statement reflecting ownership of shares of common stock sold in the stock offering to the persons entitled thereto at the address noted by them on their stock order form as soon as practicable following consummation of the conversion and stock offering . Shares of common stock sold in any syndicated community offering may be delivered electronically through the services of The Depository Trust Company. We expect trading in the common stock to begin on the business day of or on the business day immediately following the completion of the conversion and stock offering. It is possible that until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading. Your ability to sell the shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Emerging Growth Company Status

URSB Bancorp qualifies as an “emerging growth company” under the federal securities laws. For as long as we are an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies. See “Risk Factors – Risks Related to Laws and Regulations – We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors” and “Supervision and Regulation – Emerging Growth Company Status.”

We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the completion of the conversion and stock offering; (ii) the first fiscal year after our annual gross revenues are $1.235 billion (adjusted for inflation) or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any

fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the second quarter of that fiscal year. Assuming the conversion and stock offering is completed in 2025, we would expect to lose emerging growth company status effective December 31, 2030.

A company that qualifies as an emerging growth company may elect to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. This election must be made when the company is first required to file a registration statement with the SEC and it is irrevocable during the period the company qualifies as an emerging growth company. We have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

How You Can Obtain Additional Information – Stock Information Center

By law, our banking personnel may not assist with investment-related questions about the stock offering. If you have any questions regarding the conversion and stock offering, call our Stock Information Center at _________ (toll-free). The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time, and will be closed on bank holidays.

Important Risks in Owning URSB Bancorp Common Stock

An investment in our common stock involves substantial risks and uncertainties. Investors should carefully consider all of the information in this prospectus, including the detailed discussion of these and other risks under “Risk Factors” beginning on page 15, before investing in our common stock.

Specific areas of risk related to our business include those related to: our lending activities; market interest rates; economic conditions; our funding; laws and regulations; competitive matters; operational matters; and accounting matters.

Specific risks related to the stock offering include those related to the future trading price of our common stock; the use of the net offering proceeds; the trading market for our common stock; our return on equity after the completion of the stock offering; intended new stock-based benefit plans; anti-takeover factors; a forum selection provision for certain litigation; the irrevocability of your investment decision; and potential adverse tax consequences related to subscription rights

Specific risks related to the contribution to the charitable foundation include dilution and adverse effect on net income and the deductibility of the contribution.

Before making an investment decision, you should read this entire prospectus carefully, including the consolidated financial statements and related notes appearing elsewhere in this prospectus and the section entitled “Risk Factors” that immediately follows and discusses the above risks in further detail.

RISK FACTORS

You should carefully consider the following risk factors, in addition to all other information in this prospectus, in evaluating an investment in the shares of common stock of URSB Bancorp.

Risks Related to Our Lending Activities

Our commercial and industrial loans involve credit risks that could adversely affect our financial condition and results of operations.

At June 30, 2025, commercial and industrial loans totaled $46.8 million, or 17.9% of total loans. Unlike residential real estate loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income and are secured by real property whose value tends to be more easily ascertainable, commercial and industrial loans are of higher risk and typically are made based on the borrower’s ability to make repayment from the cash flows of the borrower’s business, and any collateral securing these loans may be difficult to appraise, may fluctuate in value, and may depreciate over time. As a result, the availability of funds for the repayment of commercial and industrial loans may depend substantially on the success of the business itself. Commercial and industrial loans also typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. In addition, our commercial and industrial loans may be secured by collateral other than real estate, such as inventory and accounts receivable, the value of which may be more difficult to appraise, control or collect and may be more susceptible to fluctuation in value at the time of default. As our commercial and industrial loan portfolio increases, the corresponding risks and potential for losses from these loans may also increase.

Our commercial real estate loans and multi-family mortgage loans involve credit risks that could adversely affect our financial condition and results of operations.

At June 30, 2025, commercial real estate loans totaled $62.8 million, or 24.0% of total loans, and multi-family mortgage loans totaled $19.5 million, or 7.4% of total loans. Given their larger balances and the complexity of the underlying collateral, commercial real estate loans and multi-family mortgage loans generally have more risk than the one- to four-family residential real estate loans we originate. They also typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. In addition, if we foreclose on commercial real estate loans or multi-family mortgage loans, our holding period for the collateral may be longer than for a single-family residential property if there are fewer potential purchasers of the collateral. Furthermore, if loans that are collateralized by commercial real estate or by multi-family property become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan. Because the repayment of commercial real estate loans and multi-family mortgage loans depends on the successful management and operation of the borrower’s properties or related businesses, their repayment can be affected by adverse conditions in the local real estate market or economy. A downturn in the real estate market or the local economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of non-performing loans. As our commercial real estate loan and multi-family mortgage loan portfolios increase, the corresponding risks and potential for losses from these loans may also increase.

Our construction loans involve credit risks that could adversely affect our financial condition and results of operations.

At June 30, 2025, construction loans totaled $3.9 million, or 1.5% of total loans. Construction lending involves additional risks when compared with permanent mortgage lending because funds are advanced upon the security of the project, which is of uncertain value before its completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to accurately evaluate the total funds required to complete a project and the related loan-to-value ratio. If the appraised value of a completed project proves to be overstated, the loan may be inadequately secured and we may incur a loss. As our construction loan portfolio increases, the corresponding risks and potential for losses from these loans may also increase.

A substantial portion of our consumer loan portfolio is unsecured.

At June 30, 2025, our consumer loan portfolio totaled $8.7 million, of which $6.4 million were unsecured consumer loans purchased from third parties. Should an unsecured loan default, we would incur the entire loss of the default balance because there is no collateral to liquidate to recoup all or part of the default balance, which would adversely affect our financial condition and results of operations. We intend to continue to purchase unsecured consumer loans.

A substantial portion of our consumer loan portfolio is unseasoned.

Our consumer loan portfolio has increased from $137,000, or 0.1% of total loans, at December 31, 2024 to $8.7 million, or 3.3% of total loans, at June 30, 2025. This growth is primarily due to the purchase of consumer loans, both secured and unsecured, from third parties beginning in the first half of 2025. These purchased loans have a heightened degree of credit risk because they are unseasoned in that we do not have a significant payment history with the borrowers with which to judge future performance and collectability and these loans have not been subjected to a full business cycle that includes unfavorable economic conditions over a sustained time period. Consequently, it is difficult to predict the future performance of these loans. These loans may have delinquency and/or charge-off levels above our expected levels, which would adversely affect our financial condition and results of operations. We intend to continue to purchase consumer loans, both secured and unsecured.

Our historical emphasis on one- to four-family residential mortgage loans exposes us to lending risks.

At June 30, 2025, one- to four-family residential mortgage loans totaled $116.4 million, or 44.5% of total loans. One- to four-family residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the borrowers’ ability to meet their loan payment obligations, making loss levels difficult to predict. Declines in real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.

The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in the local economy.

A majority of our loans are made to borrowers and secured by collateral within our primary market area. As a result, we face greater risk of loan defaults and losses if there is economic downturn in our primary market area, as adverse economic conditions may have a negative effect on the ability of our borrowers to make timely repayments on their loans. Although our primary market area consists of diverse businesses and there is no single employer group concentration that impacts a significant number of our customers, a significant rise in unemployment and/or personal or business bankruptcies and a significant decline in real estate values are the primary factors that would have a material adverse effect on our primary market area, including its commercial real estate market. Furthermore, a return of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans, investments, and collateral securing our loans, and our ongoing operations, costs and profitability. Any of these negative events may result in higher-than-expected loan delinquencies, increase our levels of nonperforming and classified assets, and reduce demand for our products and services, which may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.

If our allowance for credit losses is not sufficient to cover actual credit losses, our earnings could decrease.

We maintain an allowance for credit losses, which is established through a provision for credit losses that represents management’s best estimate of the current expected losses within the loan portfolio. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for credit losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions or the results of our analyses are incorrect, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio,

resulting in additions to our allowance. Material additions to our allowance for credit losses would materially decrease our profitability.

We adopted the Current Expected Credit Loss, or “CECL,” standard on January 1, 2023. CECL requires financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for credit losses. This change required us to increase our allowance for credit losses, and to increase the types of data we need to collect and review to determine the appropriate level of the allowance for credit losses. We recorded a provision of $187,000 to the allowance for credit losses on loans as a result of the adoption of CECL.

In addition, our bank regulators and independent auditors periodically review our allowance for credit losses and, as a result of such reviews, we may be required to increase our provision for credit losses or recognize further loan charge-offs. However, regulatory agencies and independent auditors are not directly involved in the process of establishing the allowance for credit losses, as the process is our responsibility and any adjustment of the allowance is the responsibility of our management. Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.

Environmental liability associated with our lending activities could result in losses.

In the course of business, we may acquire, through foreclosure, properties securing loans originated or purchased that are in default. Particularly in commercial real estate lending, there is a risk that material environmental violations could be discovered on these properties. In this event, we might be required to remedy these violations at the affected properties at our sole cost and expense. The cost of remedial action could substantially exceed the value of affected properties. We may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. These events could have an adverse effect on our financial condition and results of operations.

Risks Related to Market Interest Rates

Prevailing high market interest rates have reduced our profits and asset values.

Net income is the amount by which net interest income and non-interest income exceed non-interest expense and the provision for loan losses. Net interest income makes up a majority of our income and is based on the difference between:

Like many savings institutions, our interest-bearing liabilities generally have shorter contractual maturities than our interest-earning assets. Furthermore, the rates we earn on our other interest-earning assets and the rates we pay on our interest-bearing liabilities are generally fixed for a contractual period of time. This imbalance can create significant earnings volatility because market interest rates change over time. Generally, in a period of declining interest rates, the interest income we earn on our interest-earning assets may decrease more rapidly than the interest we pay on our interest-bearing liabilities, as borrowers prepay mortgage loans and as mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower, prevailing interest rates. Conversely, in a period of rising interest rates, the interest income we earn on our interest-earning assets may not increase as rapidly as the interest we pay on deposits and other interest-bearing liabilities.

The high interest rate environment, coupled with the inverted interest rate yield curve until recently, has had an adverse effect on our net interest spread. An inverted interest rate yield curve is where short-term interest rates (which are typically the interest rates at which we and other financial institutions borrow funds and incur interest expense) are higher than long-term interest rates (which are typically the rates at which we and other financial institutions lend funds and earn interest income). Our net interest spread decreased from 2.71% for the year

ended December 31, 2023 to 2.40% for the year ended December 31, 2024, then rose slightly to 2.42% for the six months ended June 30, 2025.

Changes in market interest rates may also negatively affect the value of our assets, including the value of our available for sale investment securities, and ultimately affect our earnings. The value of available for sale investment securities generally decreases when market interest rates rise and generally increase when market interest rates decline. During the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, we incurred after-tax net unrealized gains on available for sale investment securities $242,000, $53,000 and $283,000.

For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Management of Market Risk.”

Risks Related to Economic Conditions

Inflation can have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. Inflation rose sharply at the end of 2021 and remained elevated through the first half of calendar 2024, before beginning to moderate in the latter half of 2024 and into calendar 2025. However, inflation levels continue to exceed the Federal Reserve Board’s long-term target of 2.0%. As discussed above under “– Risks Related to Market Interest Rates – Prevailing high market interest rates have reduced our profits and asset values,” as inflation increases and market interest rates rise, the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses. Furthermore, our customers, particularly small- to medium-sized businesses that are unable to leverage economics of scale to mitigate rising costs compared to larger businesses, are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.

Local and regional economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions, especially local conditions, could have the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations, and could more negatively affect us compared to a financial institution that operates with more geographic diversity:

Moreover, a significant decline in general economic conditions caused by inflation, recession, tariff wars, acts of terrorism, civil unrest, an outbreak of hostilities or other international or domestic calamities, an epidemic or pandemic, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary

pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty relationships, such as counterparties with whom we engage in interest rate swap transactions, and other relationships. We have exposure to several different counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers, dealers, and other financial institutions. Defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity problems and losses or defaults by us or by other institutions and organizations. Many of these transactions expose us to credit risk in the event of default of our counterparty. In addition, our credit risk may be exacerbated when the collateral held by us cannot be liquidated or is liquidated at prices insufficient to recover the full amount of the financial instrument exposure due to us. There is no assurance that any such losses would not materially and adversely affect our financial condition and results of operations.

Risks Related to Our Funding

Our inability to generate core deposits may cause us to rely more heavily on wholesale funding strategies for funding and liquidity needs, which could have an adverse effect on our profitability.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on other interest-earning assets. While we emphasize generating transaction accounts, we cannot guarantee if and when this will occur. Further, the considerable competition for deposits in our market area also has made, and may continue to make, it difficult for us to obtain reasonably priced deposits. Moreover, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return tradeoff. If we are not able to increase our lower-cost transactional deposits at a level necessary to fund our asset growth or deposit outflows, we may be forced seek other sources of funds, including other certificates of deposit, Federal Home Loan Bank advances, brokered deposits and lines of credit to meet the borrowing and deposit withdrawal requirements of our customers, which may be more expensive and have an adverse effect on our net interest margin and profitability. At June 30, 2025, brokered certificates of deposit represented 22.0% of our total deposits, with an average rate of 3.76% for the six months ended June 30, 2025. In addition, if our capital levels fell such that we were no longer considered “well capitalized,” under federal law we would be subject to restrictions on accepting brokered deposits and on paying above-market rates for deposits. Additionally, if, based on a decrease in our tangible equity, the Federal Home Loan Bank of New York were to determine that we have inadequate capital levels, in its discretion, it may limit our ability to utilize Federal Home Loan Bank advances.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. As we continue to grow, we are likely to depend more on these other sources, which may include Federal Home Loan Bank borrowings and brokered deposits, among others. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected. Moreover, if United Roosevelt Savings Bank ceases to be categorized as “well capitalized” under banking regulations, it would be prohibited from accepting or renewing brokered deposits without FDIC consent.

Risks Related to Laws and Regulations

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

United Roosevelt Savings Bank is subject to extensive regulation, supervision and examination by New Jersey Department of Banking and Insurance and by the FDIC. Upon completion of the conversion and stock offering, URSB Bancorp will be subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision govern the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors of United Roosevelt Savings Bank, rather than for our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the adequacy of the level of our allowance for credit losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with FinCEN. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand.

Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

URSB Bancorp qualifies as an “emerging growth company” under the federal securities laws. For as long as it continues to qualify as an emerging growth company, it may choose to take advantage of exemptions from various public company reporting requirements that are not available to public companies that do not qualify as emerging growth companies, including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation. As an emerging growth company, URSB Bancorp also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires that independent auditors of public

companies audit a company’s internal control over financial reporting. In addition, as an emerging growth company, we have elected to take advantage of the extended transition periods for adopting new or revised financial accounting standards until the date they are required to be adopted by private companies (however, if any new or revised financial accounting standards would not apply to private companies, we would not be able to delay their adoption). Accordingly, our financial statements may not be comparable to those of public companies that adopt new or revised financial accounting standards as of an earlier date. Investors may find our common stock less attractive since we have chosen to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

We are also a smaller reporting company, and even if we no longer qualify as an emerging growth company, any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors.

In addition to qualifying as an emerging growth company, URSB Bancorp qualifies as a “smaller reporting company” under the federal securities laws. For as long as it continues to qualify as a smaller reporting company, it may choose to take advantage of exemptions from various reporting requirements applicable to public companies that are not available to companies that are not smaller reporting companies, including, but not limited to, reduced financial disclosure obligations and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Risks Related to Competitive Matters

Strong competition within our market area may limit our growth and profitability.

Competition in the banking and financial services industry is intense. We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking firms, financial technology or “fintech companies,” and unregulated or less regulated non-banking entities. Many of these competitors are substantially larger than we are and have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates and/or more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to successfully compete for business and qualified employees in our market areas. The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets.

Risks Related to Operational Matters

We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

We depend on the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess substantial expertise, extensive knowledge of our markets and key business relationships. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. See “Management.”

We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. We use various technology systems to manage our customer relationships, general ledger, investments, deposits, and loans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. We have established policies and procedures to prevent or limit the impact of system failures, interruptions and security breaches, including privacy breaches and cyber-attacks. Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

If there is a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

We outsource critical operations to third-party service providers. Systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

We outsource a majority of our data processing requirements to third-party providers. Accordingly, our operations are exposed to the risk that these vendors will not perform according to our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If our third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel, and our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We may have to expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities. To our knowledge, the services and programs provided to us by third parties have not experienced any material security breaches resulting in the unauthorized disclosure of financial information relating to United Roosevelt Savings Bank or its customers. However, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.

We are subject to litigation risk, and any pending or potential litigation may have an adverse effect on our business, financial condition and results of operations.

Although we are not a party to any material pending or potential legal proceedings, pending or potential legal proceedings, including class action lawsuits, can pose significant financial and other risks to our organization. Prosecuting or defending against a lawsuit or other legal proceeding is often costly. Legal issues, such as lawsuits,

unenforceable contracts, and adverse judgments, can potentially disrupt our operations, potentially materially reduce our earnings, capital and liquidity, and otherwise materially and adversely affect our business, financial condition, results of operations, and reputation. See “Business of United Roosevelt Savings Bank – Legal Proceedings.”

We operate as a community bank and our ability to maintain our reputation, which is critical to the success of our business, may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents and questionable or fraudulent activities of our customers. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, any or all of which could adversely affect our business and operating results.

The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of the conversion and stock offering, we will become a public reporting company. The obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We will make changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management’s attention from our operations.

Risks Related to Accounting Matters

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing this prospectus, including United Roosevelt, MHC’s accompanying consolidated financial statements, as well as the periodic reports URSB Bancorp will be required to file with the SEC, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. The area requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for credit losses.

Changes in accounting standards could affect reported earnings.

The regulatory bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the SEC and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our consolidated financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.

Risks Related to the Stock Offering

The future price of our common stock may be less than the purchase price in the stock offering.

If you purchase shares of common stock in the stock offering, you may not be able to sell them at or above the $10.00 purchase price. The aggregate purchase price of the shares of common stock sold in the stock offering is based upon an independent third-party appraisal of the pro forma market value of URSB Bancorp. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock, and such appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. Our aggregate pro forma market value as reflected in the final independent appraisal may exceed the market price of our shares of common stock after the completion of the conversion and stock offering, which may result in our stock trading below the initial offering price of $10.00 per share. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. Price fluctuations in our common stock may be unrelated to our operating performance.

There will be a limited trading market in our common stock, which could hinder your ability to sell our common stock and may lower the market price of the stock.

We have never issued stock and, therefore, there is no current public or private trading market for our shares of common stock. Upon completion of the conversion and stock offering, we expect our common stock will be quoted on the OTCQB Market. We expect that our “public float,” which is the total number of our outstanding shares of common stock less the number of shares held by our employee stock ownership plan, by the charitable foundation and by our directors and executive officers, and which is used as a measure of shares available for trading, will be limited. The limited trading market could also result in a wider spread between the “bid” and “ask” prices for the common stock, which could make it more difficult to sell a large number of shares at one time and could mean a sale of a large number of shares at one time could depress the market price.

We have broad discretion in using the net proceeds of the stock offering. Our failure to effectively deploy the net proceeds of the stock offering may have an adverse effect on our financial performance and the value of our common stock.

We intend to invest between $5.2 million and $7.4 million of the net proceeds of the stock offering (or $8.7 million at the adjusted maximum of the offering range) in United Roosevelt Savings Bank. We also intend to use a portion of the net proceeds to make a cash contribution to the charitable foundation and fund a loan for the purchase of shares of common stock in the stock offering by the ESOP. United Roosevelt Savings Bank intends to use the net proceeds it receives to fund new loans, enhance existing products and services, invest in securities, or for other general corporate purposes. However, except for the loan to the ESOP and the cash contribution to the charitable foundation, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have broad discretion in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. We have not established a timetable for investing the net proceeds, and, accordingly, we may not invest the net proceeds at a time that is most beneficial to URSB Bancorp, its stockholders, or United Roosevelt Savings Bank. For additional information see “How We Intend to Use the Proceed From the Stock Offering.”

The capital we raise in the stock offering may negatively impact our return on equity until we can fully implement our business plan. This could negatively affect the trading price of our shares of common stock.

Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. Our return on equity may be relatively low until we are able to implement our business plan and leverage the additional capital we receive from the stock offering. Although we anticipate increasing net interest income using proceeds of the stock offering, our return on equity will be reduced by the capital raised in the stock offering, higher expenses from the costs of being a public company, and

added expenses associated with the ESOP and the stock-based benefit plan we intend to adopt. Until we can implement our business plan and increase our net interest income through investment of the proceeds of the stock offering, our return on equity may remain relatively low compared to our peer group, which may reduce the value of our shares.

Our stock-based benefit plans will increase our expenses, which will reduce our net income.

The ESOP intends to purchase 8% of the sum of the shares of common stock sold in the stock offering and contributed to the charitable foundation. The estimated cost of acquiring these shares is between $1.2 million at the minimum of the offering range and $1.9 million at the adjusted maximum of the offering range, assuming it is able to purchase all such shares in the stock offering. We will record an annual ESOP expense in an amount equal to the fair value of shares of common stock committed to be released to participating employees. If our common stock appreciates in value over time, this compensation expense will increase.

In addition, we intend to implement a stock-based benefit plan after the conversion and stock offering, subject to shareholder approval, which would increase our annual compensation and benefit expenses related to stock options and stock awards granted to participants under the stock-based benefit plan. The amount of these stock-related compensation and benefit expenses would depend on the number of options and stock awards granted, the fair value of the options and of our stock on the date of grant, the vesting period, and other factors that we cannot predict at this time. If we implement a stock-based benefit plan within one year following the completion of the conversion and stock offering, the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under the plan would be limited to 4% and 10%, respectively, of the sum of the shares of common stock sold in the stock offering and contributed to the charitable foundation. If we adopt a stock-based benefit plan more than 12 months after the completion of the conversion and stock offering, the plan could allow for greater amounts of restricted stock awards and stock options and, therefore, we could award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.

The estimated expense in the first year following the conversion and stock offering for shares purchased in the stock offering (or in the after-market if the stock offering is oversubscribed by the eligible account holders) by the ESOP and for a stock-based benefit plan implemented within one year after the conversion and stock offering, subject to receipt of shareholder approval of the stock-based benefit plan, is approximately $501,000 ($361,000 after tax based on an effective combined federal/state tax rate of 28.0%) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share offering price as fair market value. Actual expense may be higher if the price of our common stock at the time the shares are allocated or awarded is greater than $10.00 per share. For further discussion of our proposed stock-based plans, see “Management – Benefits to be Considered Following Completion of the Conversion and Stock Offering.”

The implementation of a stock-based benefit plan is likely to dilute your ownership interest.

We intend to adopt one or more new stock-based benefit plans following the conversion and stock offering. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plans through open market purchases, stockholders would experience a 9.09% dilution in ownership interest if newly issued shares of our common stock are used to fund stock options in an amount equal to 10% of the sum of the shares sold in the stock offering and contributed to the charitable foundation, and all such stock options are exercised, and a 3.85% dilution in ownership interest if newly issued shares of our common stock are used to fund grants of restricted common stock in an amount equal to 4% of the sum of shares sold in the stock offering and contributed to the charitable foundation. Such dilution would also reduce earnings per share. If we adopt the plans more than 12 months following the conversion, new stock-based benefit plans would not be subject to these size limitations and stockholders could experience even greater dilution.

Although the implementation of new stock-based benefit plans would be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We have not determined when we will adopt one or more stock-based benefit plans following the conversion and stock offering. Stock-based benefit plans adopted more than one year following the completion of the conversion and stock offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within one year, which would increase both our expenses and dilution to stockholders.

If we adopt stock-based benefit plans more than one year following the completion of the conversion and stock offering, then grants of shares of common stock or stock options under our proposed stock-based benefit plans may exceed 4% and 10%, respectively, of the sum of shares of common stock sold in the stock offering and contributed to the charitable foundation. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “– Our stock-based benefit plans will increase our expenses, which will reduce our net income.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “– The implementation of a stock-based benefit plan is likely to dilute your ownership interest.” Although the implementation of stock-based benefit plans would be subject to stockholder approval, the timing of implementation will be at the discretion of our board of directors.

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of URSB Bancorp’s articles of incorporation and bylaws and of federal and state banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of URSB Bancorp without the approval of its board of directors. Federal regulations applicable to the conversion and stock offering provide that for a period of three years following completion of the conversion and stock offering, no person may offer to acquire or acquire beneficial ownership of more than 10% of our outstanding common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board and receive its non-objection before acquiring control of a bank holding company. There also are provisions in URSB Bancorp’s articles of incorporation and bylaws that we may use to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of our outstanding shares of common stock. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors and other factors may make it more difficult for companies or persons to acquire control of URSB Bancorp without the consent of our board of directors, and may increase the cost of an acquisition. Taken as a whole, these statutory or regulatory provisions and provisions in our articles of incorporation and bylaws could make us less attractive to a potential acquirer and therefore could adversely affect the market price of our common stock. For additional information, see “Restrictions on Acquisition of URSB Bancorp, Inc.” and “Management – Benefits to be Considered Following Completion of the Stock Offering.”

Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

URSB Bancorp’s articles of incorporation provide that, unless URSB Bancorp consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of URSB Bancorp, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of URSB Bancorp to URSB Bancorp or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, will be conducted in a state or federal court located within the State of Maryland, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with URSB Bancorp and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In

addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.

You may not revoke your order to purchase URSB Bancorp common stock in the subscription offering or any community offering after you send us your order.

Funds submitted or automatic withdrawals authorized in connection with an order to purchase shares of common stock in the subscription offering and any community offering will be held by us until the completion or termination of the conversion and stock offering, including any extension of the expiration date and consummation of any syndicated community offering. Because completion of the conversion and stock offering is subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, among other factors, there may be one or more delays in completing the conversion and stock offering. Orders submitted in the subscription offering and any community offering are irrevocable, and purchasers will have no access to their funds unless the stock offering is terminated or extended beyond __________, 2026, or the number of shares to be sold in the stock offering decreased to less than 1,487,500 shares or increased to more than 2,314,375 shares.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted in connection with the stock offering are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel, Luse Gorman, PC, that it is more likely than not that such rights have no value; however, such opinion is not binding on the Internal Revenue Service.

Risks Related to Our Contribution to the Charitable Foundation

The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in the year in which we consummate the conversion and stock offering.

We intend to establish and fund a new charitable foundation in connection with the conversion and stock offering. We intend to contribute to it $200,000 in cash and 20,000 shares of our common stock (valued at $10 per share), for a total contribution of $400,000. At the midpoint of the offering range, the share contribution to the charitable foundation would dilute an investor’s ownership interest in URSB Bancorp by 1.1%. The contribution will have an adverse effect on our net income for the quarter and year in which we make the contribution. The after-tax expense of the contribution is expected to reduce net income for the quarter and year in which the contribution is made by approximately $288,000, based on an effective combined federal/state tax rate of 28.0%.

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (generally income before federal income taxes and charitable contributions expense) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period and expires thereafter.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth selected consolidated historical financial and other data for United Roosevelt, MHC at the dates and for the periods indicated. The data at June 30, 2025 and for the six months ended June 30, 2025 and 2024 is not audited but, in the opinion of management, includes all adjustments necessary for a fair presentation. All adjustments are normal and recurring. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results of operations that may be expected for the entire year. The data at June 30, 2025 and for the six months ended June 30, 2025 and 2024 is derived in part from, and should be read together with, the unaudited consolidated financial statements and related notes beginning at page F-1 of this prospectus. The data at and for the years ended December 31, 2024 and 2023 is derived in part from, and should be read together with, the audited consolidated financial statements and related notes, also beginning at page F-1 of this prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “intend,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not undertake any obligation to update any forward-looking statements after the date of this prospectus.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See “Risk Factors” beginning on page 15.

HOW WE INTEND TO USE THE PROCEEDS FROM THE STOCK OFFERING

Although we cannot determine the actual net proceeds from the sale of the shares of common stock in the stock offering until the conversion and stock offering is completed, we estimate the net proceeds to be between $13.3 million and $18.5 million, or $21.5 million if the offering range is increased to the adjusted maximum.

We intend to distribute the net proceeds from the stock offering as follows:

Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will reduce United Roosevelt Savings Bank’s deposits. The net proceeds may vary because the total expenses relating to the stock offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription offering and community offering.

URSB Bancorp intends to fund a loan to the ESOP to purchase shares of common stock in the stock offering and contribute cash and shares of common stock to our charitable foundation. It may also use the proceeds it retains from the stock offering:

Except for the loan to the ESOP and the cash contribution to the charitable foundation, URSB Bancorp has not quantified its plans for use of the offering proceeds for each of the foregoing purposes. Initially, we intend to invest a substantial portion of the net proceeds in shorter term investment securities before deploying the proceeds into new loans.

Under currently applicable regulations, we may not repurchase shares of our common stock during the first year following the conversion, except to fund stock awards granted under equity benefit plans, other than stock options, or except when extraordinary circumstances exist and with prior regulatory approval.

United Roosevelt Savings Bank will receive from URSB Bancorp a capital contribution equal to at least 50% of the net proceeds of the stock offering. United Roosevelt Savings Bank may use the net proceeds it receives from the stock offering:

United Roosevelt Savings Bank has not quantified its plans for use of the offering proceeds for any of the foregoing purposes. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of opportunities to expand our operations through establishing or acquiring new branches, our ability to receive regulatory approval for any such expansion activities, and overall market conditions.

OUR POLICY REGARDING DIVIDENDS

Following the conversion and stock offering, our board of directors will be authorized to declare and pay dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the payment of dividends. In determining whether to pay a cash dividend and the amount, the board of directors is expected to consider a number of factors, including capital requirements, our consolidated financial condition and results of operations, other uses of funds for the long-term value of stockholders, tax considerations, statutory and regulatory limitations and general economic conditions. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by applicable regulations and policies, may be paid in addition to, or in lieu of, regular cash dividends.

URSB Bancorp expects to file a consolidated federal income tax return with United Roosevelt Savings Bank. Accordingly, we anticipate that any cash distributions we make to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state income tax purposes. Additionally, according to applicable regulations, during the three-year period following the conversion and stock offering, we will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

URSB Bancorp’s articles of incorporation authorized the issuance of preferred stock. No shares of preferred stock will be issued in the conversion and stock offering. If we issue preferred stock in the future, the holders of preferred stock may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock of URSB Bancorp, Inc. – Common Stock.”

Any dividends we may declare and pay will depend, in part, upon receipt of dividends from United Roosevelt Savings Bank, because dividends from United Roosevelt Savings Bank will be our primary source of income. Applicable regulations impose limitations on dividends and other capital distributions by savings institutions like United Roosevelt Savings Bank. See “Supervision and Regulation – New Jersey Banking Laws and Supervision Applicable to United Roosevelt Savings Bank – Dividends” and “Supervision and Regulation – Federal Regulations Applicable to United Roosevelt Savings Bank – Capital Distributions.”

Any payment of dividends by United Roosevelt Savings Bank to URSB Bancorp that would be deemed to be drawn out of United Roosevelt Savings Bank’s bad debt reserves, if any, would require United Roosevelt Savings Bank to pay taxes at the then-current tax rate on the amount of earnings deemed to be removed from the reserves for such distribution. United Roosevelt Savings Bank does not intend to make any distribution to us that would create such a federal tax liability. See “Taxation.”

MARKET FOR THE COMMON STOCK

URSB Bancorp is a newly formed company which has never issued capital stock. There is no current public or private market for our common stock. We expect that our common stock will be quoted on the OTCQB Market upon the completion of the conversion and stock offering. Janney Montgomery intends to make a market in our common stock, but is not obligated to do so.

The development and maintenance of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Furthermore, we cannot assure you that, if you purchase shares of common stock, you will be able to sell them at or above $10.00 per share purchase price. Purchasers of common stock in this stock offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. This may make it difficult to sell the common stock after the stock offering and may have an adverse impact on the price at which the common stock can be sold. See “Risk Factors – Risks Related to the Stock Offering – There will be a limited trading market for our common stock, which could hinder your ability to sell our common stock and may lower the market price of the stock.”

HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At June 30, 2025, United Roosevelt Savings Bank exceeded all applicable regulatory capital requirements and was considered “well capitalized.” The following table sets forth the historical equity capital and regulatory capital of United Roosevelt Savings Bank at June 30, 2025, and its pro forma equity capital and regulatory capital after giving effect to the sale of shares of URSB Bancorp common stock at $10.00 per share in the stock offering. The table assumes URSB Bancorp makes a capital contribution to United Roosevelt Savings Bank equal to 50% of the net proceeds of the stock offering. See “How We Intend to Use the Proceeds from the Stock Offering.”