Narragansett Bancorp, Inc.

S-11 d122170ds1.htm S-1

As filed with the Securities and Exchange Commission on June 12, 2026

**Registration No. 333-________ **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NARRAGANSETT BANCORP, INC.

BAYCOAST BANK 401(K) PLAN

(Exact Name of Registrant as Specified in Its Charter)

330 Swansea Mall Drive

Swansea, Massachusetts 02777

**(888)806-2872 **

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

Nicholas M. Christ

Chair of the Board and Chief Executive Officer

Narragansett Bancorp, Inc.

330 Swansea Mall Drive

Swansea, Massachusetts 02777

**(888)806-2872 **

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

Copies to:

**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: ☒

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, anon-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

Interests in

BAYCOAST BANK 401(k) PLAN

Offering of Participation Interests of up to 6,705,124 Shares of

Narragansett Bancorp, Inc. Common Stock

In connection with the reorganization of BayCoast Bank from a single-tier mutual holding company form of organization, with no stockholders, into the“two-tier” public mutual holding company form of organization, Narragansett Bancorp, Inc. (“Narragansett Bancorp”), the proposed holding company for BayCoast Bank, is offering shares of its common stock for sale at $10.00 per share. Following the completion of the reorganization and stock offering, it is expected that the common stock of Narragansett Bancorp will be traded on the Nasdaq Capital Market under the symbol “[symbol].” The reorganization and stock offering is not contingent on receipt of approval to list on the Nasdaq Capital Market.

In connection with the reorganization and stock offering, BayCoast Bank is allowing participants in the BayCoast Bank 401(k) Plan (the “401(k) Plan”), to invest a portion of their account balances in Narragansett 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 Narragansett Bancorp common stock in connection with the reorganization and stock offering. Based upon the value of the 401(k) Plan assets at March 31, 2026, the trustee of the 401(k) Plan could purchase up to 6,705,124 shares of Narragansett 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 Narragansett Bancorp, dated [date], 2026, which is enclosed with this prospectus supplement. It contains detailed information regarding the reorganization, the stock offering of Narragansett Bancorp, and the financial condition, results of operations and business of Narragansett Financial Corporation and BayCoast 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 Narragansett 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 Massachusetts Division of Banks, 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 Narragansett Bancorp in the stock offering of Narragansett 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 Narragansett 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. Narragansett Bancorp, Narragansett Financial Corporation, BayCoast 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 Narragansett Bancorp common stock shall under any circumstances imply that there has not been a change in the affairs of Narragansett Bancorp, Narragansett Financial Corporation, BayCoast 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], 2026.

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