Narragansett Bancorp, Inc.
Filed Jun 12, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Jun 12, 2026
Contents
PRO FORMA DATA
The following tables summarize historical data for Narragansett Financial Corporation and pro forma data for Narragansett Bancorp, Inc. at and for the three months ended March 31, 2026 and at and for the year ended December 31, 2025. This information is based on assumptions set forth below and in the tables and related footnotes, and should not be used as a basis for projections of market value of the shares of common stock following the offering.
We calculated the pro forma consolidated net income of Narragansett Bancorp, Inc. for each period as if the shares of common stock had been sold at the beginning of the period and the net proceeds had been invested at 3.92% (2.94% on anafter-tax basis), which is equal to the yield on the five-year U.S. Treasury Note as of March 31, 2026. In light of current interest rates, we consider this rate to more accurately reflect the pro forma reinvestment rate than the arithmetic average method, which assumes reinvestment of the net proceeds at a rate equal to the average of the yield on interest-earning assets and the cost of deposits for those periods.
We further believe that the reinvestment rate is factually supportable because:
| • | the yield on the U.S. Treasury Note can be determined and/or estimated from third-party sources; and |
| • | we believe that U.S. Treasury securities are not subject to credit losses due to a U.S. Government guarantee of payment of principal and interest. |
We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of net income and stockholders’ equity by the indicated number of shares of common stock. For pro forma calculations, we adjusted these figures to give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts for each period as if the common stock was outstanding at the beginning of the periods, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.
The pro forma tables give effect to the implementation of a stock-based benefit plan. We have assumed that the stock-based benefit plan will acquire an amount of common stock equal to 4% of the aggregate number of shares of common stock sold in the offering and contributed to the charitable foundation at the same price for which the shares of common stock were sold in the offering. We assume that shares of common stock are granted under the plan in awards that vest over a five-year period.
We have also assumed that the stock-based benefit plan will grant options to acquire common stock equal to 10% of the aggregate number of shares of common stock sold in the offering and contributed to the charitable foundation. In preparing the following table, we also assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $4.64 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model incorporated an estimated volatility rate of 25.20% for the common stock based on an index of publicly traded financial institutions and financial institution holding companies, no dividend yield, an expected option life of 10 years and a risk-free interest rate of 4.30%. The plan of reorganization provides that we may grant awards of stock or options under one or more stock benefit plans in an amount up to 25% of the shares of common stock held by persons other than Narragansett Financial Corporation.
As disclosed under “How We Intend to Use the Proceeds from the Offering,” Narragansett Bancorp, Inc. intends to contribute 50% of the net proceeds from the offering to BayCoast Bank. Narragansett Bancorp, Inc. will use a portion of the proceeds it retains to make a loan to the employee stock ownership plan and retain the rest of the proceeds for future use.
The pro forma tables do not give effect to:
| • | withdrawals from deposit accounts for the purpose of purchasing shares of common stock in the offering; |
| • | Narragansett Bancorp, Inc.’s results of operations after the offering; or |
| • | changes in the market price of the shares of common stock after the offering. |
The following pro forma information may not represent the financial effects of the offering at the date on which the offering actually occurs and you should not use the tables to indicate future results of operations. Pro forma stockholders’ equity represents the difference between the stated amounts of assets and liabilities of Narragansett Bancorp, Inc., computed in accordance with GAAP. We did not increase or decrease stockholders’ equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders’ equity is not intended to represent the fair market value of the common stock, and may be different than the amounts that would be available for distribution to stockholders if we were liquidated.** **
| At or for the Three Months Ended March 31, 2026Based upon the Sale at $10.00 Per Share of: | ||||||||
|---|---|---|---|---|---|---|---|---|
| 5,848,000Shares · 6,880,000Shares · 7,912,000Shares · 9,098,800Shares (1) | ||||||||
| (Dollars in thousands, except per share amounts) | ||||||||
| Gross proceeds of offering | $58,480 | $68,800 | $79,120 | $90,988 | ||||
| Expenses | (3,001) | (3,129) | (3,256) | (3,403) | ||||
| Estimated net proceeds | 55,479 | 65,671 | 75,864 | 87,585 | ||||
| Cash contribution to charitable foundation | (600) | (600) | (600) | (600) | ||||
| Common stock purchased by employee stock ownership plan | (4,896) | (5,760) | (6,624) | (7,618) | ||||
| Common stock purchased by stock-based benefit plan | (2,448) | (2,880) | (3,312) | (3,809) | ||||
| Estimated net proceeds, as adjusted | $47,535 | $56,431 | $65,328 | $75,558 | ||||
| For the Three Months Ended March 31, 2026 | ||||||||
| Net income: | ||||||||
| Historical | $1,248 | $1,248 | $1,248 | $1,248 | ||||
| Income on net proceeds | 350 | 415 | 480 | 555 | ||||
| Income on capitalization retained by mutual holding company | (4) | (4) | (4) | (4) | ||||
| Employee stock ownership plan adjustment (2) | (46) | (54) | (62) | (72) | ||||
| Stock award adjustment (3) | (92) | (108) | (124) | (143) | ||||
| Stock option plan adjustment (4) | (133) | (157) | (180) | (207) | ||||
| Pro forma net income (5)(6) | $1,323 | $1,341 | $1,358 | $1,378 | ||||
| Per share net income: | ||||||||
| Historical | $0.10 | $0.08 | $0.07 | $0.06 | ||||
| Income on net proceeds | 0.03 | 0.03 | 0.03 | 0.03 | ||||
| Income on capitalization retained by mutual holding company | (0.00) | (0.00) | (0.00) | (0.00) | ||||
| Employee stock ownership plan adjustment (2) | (0.00) | (0.00) | (0.00) | (0.00) | ||||
| Stock award adjustment (3) | (0.01) | (0.01) | (0.01) | (0.01) | ||||
| Stock option plan adjustment (4) | (0.01) | (0.01) | (0.01) | (0.01) | ||||
| Pro forma net income per share (5) | $0.11 | $0.09 | $0.08 | $0.07 | ||||
| Stock price as a multiple of pro forma earnings per share | 22.73 | x | 27.78 | x | 31.25 | x | 35.71 | x |
| Shares used for calculating pro forma earnings per share | 13,116,520 | 15,431,200 | 17,745,880 | 20,407,762 | ||||
| At March 31, 2026 | ||||||||
| Stockholders’ equity: | ||||||||
| Historical | $186,644 | $186,644 | $186,644 | $186,644 | ||||
| Estimated net proceeds | 55,479 | 65,671 | 75,864 | 87,585 | ||||
| Capitalization retained by mutual holding company | (500) | (500) | (500) | (500) | ||||
| Stock contribution to charitable foundation | 2,720 | 3,200 | 3,680 | 4,232 | ||||
| Expense of stock contribution to charitable foundation | (2,720) | (3,200) | (3,680) | (4,232) | ||||
| Cash contribution to charitable foundation | (600) | (600) | (600) | (600) | ||||
| Tax benefit of contribution to charitable foundation | 830 | 950 | 1,070 | 1,208 | ||||
| Common stock acquired by employee stock ownership plan (2) | (4,896) | (5,760) | (6,624) | (7,618) | ||||
| Common stock acquired by stock-based benefit plan (3) | (2,448) | (2,880) | (3,312) | (3,809) | ||||
| Pro forma stockholders’ equity (6) | $234,509 | $243,525 | $252,542 | $262,910 | ||||
| Intangible assets | $(28,024) | $(28,024) | $(28,024) | $(28,024) | ||||
| Pro forma tangible stockholders’ equity (6) | $206,485 | $214,501 | $224,518 | $234,886 | ||||
| Stockholders’ equity per share: | ||||||||
| Historical | $13.72 | $11.67 | $10.14 | $8.82 | ||||
| Estimated net proceeds | 4.08 | 4.10 | 4.12 | 4.14 | ||||
| Capitalization retained by mutual holding company | (0.04) | (0.03) | (0.03) | (0.02) | ||||
| Stock contribution to charitable foundation | 0.20 | 0.20 | 0.20 | 0.20 | ||||
| Expense of stock contribution to charitable foundation | (0.20) | (0.20) | (0.20) | (0.20) | ||||
| Cash contribution to charitable foundation | (0.04) | (0.04) | (0.03) | (0.03) | ||||
| Tax benefit of contribution to charitable foundation | 0.06 | 0.06 | 0.06 | 0.06 | ||||
| Common stock acquired by employee stock ownership plan (2) | (0.36) | (0.36) | (0.36) | (0.36) | ||||
| Common stock acquired by stock-based benefit plan (3) | (0.18) | (0.18) | (0.18) | (0.18) | ||||
| Pro forma stockholders’ equity per share (6) | $17.24 | $15.22 | $13.72 | $12.43 | ||||
| Intangible assets | $(2.06) | $(1.75) | $(1.52) | $(1.32) | ||||
| Pro forma tangible stockholders’ equity per share (6) | $15.18 | $13.47 | $12.20 | $11.11 | ||||
| Offering price to pro forma stockholders’ equity per share | 58.00% | 65.70% | 72.89% | 80.45% | ||||
| Offering price to pro forma tangible stockholders’ equity per share | 65.88% | 74.24% | 81.97% | 90.01% | ||||
| Shares outstanding for pro forma equity per share calculations | 13,600,000 | 16,000,000 | 18,400,000 | 21,160,000 | ||||
(footnotes begin on second following page)
| At or for the Year Ended December 31, 2025Based upon the Sale at $10.00 Per Share of: | ||||||||
|---|---|---|---|---|---|---|---|---|
| 5,848,000Shares · 6,880,000Shares · 7,912,000Shares · 9,098,800Shares (1) | ||||||||
| (Dollars in thousands, except per share amounts) | ||||||||
| Gross proceeds of offering | $58,480 | $68,800 | $79,120 | $90,988 | ||||
| Expenses | (3,001) | (3,129) | (3,256) | (3,403) | ||||
| Estimated net proceeds | 55,479 | 65,671 | 75,864 | 87,585 | ||||
| Cash contribution to charitable foundation | (600) | (600) | (600) | (600) | ||||
| Common stock purchased by employee stock ownership plan | (4,896) | (5,760) | (6,624) | (7,618) | ||||
| Common stock purchased by stock-based benefit plan | (2,448) | (2,880) | (3,312) | (3,809) | ||||
| Estimated net proceeds, as adjusted | $47,535 | $56,431 | $65,328 | $75,559 | ||||
| For the Year Ended December 31, 2025 | ||||||||
| Net income: | ||||||||
| Historical | $5,999 | $5,999 | $5,999 | $5,999 | ||||
| Income on net proceeds | 1,398 | 1,659 | 1,921 | 2,221 | ||||
| Income on capitalization retained by mutual holding company | (15) | (15) | (15) | (15) | ||||
| Employee stock ownership plan adjustment (2) | (184) | (216) | (248) | (286) | ||||
| Stock award adjustment (3) | (367) | (432) | (497) | (571) | ||||
| Stock option plan adjustment (4) | (532) | (626) | (720) | (828) | ||||
| Pro forma net income (5) | $6,299 | $6,369 | $6,440 | $6,520 | ||||
| Per share net income: | ||||||||
| Historical | $0.46 | $0.39 | $0.34 | $0.29 | ||||
| Income on net proceeds | 0.11 | 0.11 | 0.11 | 0.11 | ||||
| Income on capitalization retained by mutual holding company | (0.00) | (0.00) | (0.00) | (0.00) | ||||
| Employee stock ownership plan adjustment (2) | (0.01) | (0.01) | (0.01) | (0.01) | ||||
| Stock award adjustment (3) | (0.03) | (0.03) | (0.03) | (0.03) | ||||
| Stock option plan adjustment (4) | (0.04) | (0.04) | (0.04) | (0.04) | ||||
| Pro forma net income per share (5) | $0.49 | $0.42 | $0.37 | $0.32 | ||||
| Stock price as a multiple of pro forma earnings per share | 20.41 | x | 23.81 | x | 27.03 | x | 31.25 | x |
| Shares used for calculating pro forma earnings per share | 13,134,880 | 15,452,800 | 17,770,720 | 20,436,328 | ||||
| At December 31, 2025 | ||||||||
| Stockholders’ equity: | ||||||||
| Historical | $186,846 | $186,846 | $186,846 | $186,846 | ||||
| Estimated net proceeds | 55,479 | 65,671 | 75,864 | 87,585 | ||||
| Capitalization retained by mutual holding company | (500) | (500) | (500) | (500) | ||||
| Stock contribution to charitable foundation | 2,720 | 3,200 | 3,680 | 4,232 | ||||
| Expense of stock contribution to charitable foundation | (2,720) | (3,200) | (3,680) | (4,232) | ||||
| Cash contribution to charitable foundation | (600) | (600) | (600) | (600) | ||||
| Tax benefit of contribution to charitable foundation | 830 | 950 | 1,070 | 1,208 | ||||
| Common stock acquired by employee stock ownership plan (2) | (4,896) | (5,760) | (6,624) | (7,618) | ||||
| Common stock acquired by stock-based benefit plan (3) | (2,448) | (2,880) | (3,312) | (3,809) | ||||
| Pro forma stockholders’ equity (6) | $234,711 | $243,727 | $252,744 | $263,113 | ||||
| Intangible assets | $(28,186) | $(28,186) | $(28,186) | $(28,186) | ||||
| Pro forma tangible stockholders’ equity (6) | $206,525 | $215,541 | $224,558 | $234,927 | ||||
| Stockholders’ equity per share: | ||||||||
| Historical | $13.74 | $11.68 | $10.15 | $8.83 | ||||
| Estimated net proceeds | 4.08 | 4.10 | 4.12 | 4.14 | ||||
| Capitalization retained by mutual holding company | (0.04) | (0.03) | (0.03) | (0.02) | ||||
| Stock contribution to charitable foundation | 0.20 | 0.20 | 0.20 | 0.20 | ||||
| Expense of stock contribution to charitable foundation | (0.20) | (0.20) | (0.20) | (0.20) | ||||
| Cash contribution to charitable foundation | (0.04) | (0.04) | (0.03) | (0.03) | ||||
| Tax benefit of contribution to charitable foundation | 0.06 | 0.06 | 0.06 | 0.06 | ||||
| Common stock acquired by employee stock ownership plan (2) | (0.36) | (0.36) | (0.36) | (0.36) | ||||
| Common stock acquired by stock-based benefit plan (3) | (0.18) | (0.18) | (0.18) | (0.18) | ||||
| Pro forma stockholders’ equity per share (6) | $17.26 | $15.23 | $13.73 | $12.44 | ||||
| Intangible assets | $(2.07) | $(1.76) | $(1.53) | $(1.33) | ||||
| Pro forma tangible stockholders’ equity per share (6) | $15.19 | $13.47 | $12.20 | $11.11 | ||||
| Offering price to pro forma stockholders’ equity per share | 57.94% | 65.66% | 72.83% | 80.39% | ||||
| Offering price to pro forma tangible stockholders’ equity per share | 65.93% | 74.24% | 81.97% | 90.01% | ||||
| Shares outstanding for pro forma equity value per share calculations | 13,600,000 | 16,000,000 | 18,400,000 | 21,160,000 | ||||
(footnotes begin on following page)
(footnotes from previous two pages)
| (1) | As adjusted to give effect to an increase in the number of shares, which increase could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering. |
| (2) | Assumes that 8% of the aggregate number of shares of common stock of Narragansett Bancorp, Inc. sold in the offering and contributed to the charitable foundation will be purchased by the employee stock ownership plan financed by a loan from Narragansett Bancorp, Inc. BayCoast Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. BayCoast Bank’s annual payments on the employee stock ownership plan debt are based upon 20 equal annual installments of principal and interest. FASB Accounting Standards Codification (“ASC”) 718-40, “Compensation—Stock Compensation—Employee Stock Ownership Plans” (“ASC 718-40”) requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the employee stock ownership plan shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid, the fair value of the common stock remains equal to the offering price and the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 25.0%. The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that 6,120, 7,200, 8,280 and 9,522 shares were committed to be released during the three months ended March 31, 2026 at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, 24,480, 28,800, 33,120 and 38,088 shares were committed to be released during the year ended December 31, 2025 at the minimum, midpoint, maximum, and adjusted maximum of the offering range, respectively, and according to ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for purposes of net income per share calculations. |
| (3) | Assumes that shares of common stock are issued under a stock-based benefit plan in an amount equal to 4% of the aggregate number of shares of common stock of Narragansett Bancorp, Inc. sold in the offering and contributed to the charitable foundation. Stockholder approval of the plan and issuances under the plan may not occur earlier than six months after the completion of the offering. The shares may be issued from authorized but unissued shares or may be funded by stock repurchases. Shares issued under the stock-based benefit plan are assumed to vest over a period of five years. The table assumes that (i) stock-based benefit plan share issuances are at $10.00 per share, (ii) 5% of the expense for the plan is amortized as an expense during the three months ended March 31, 2026, (iii) 20% of the expense for the plan is amortized as an expense during the year ended December 31, 2025, and (iv) the plan’s expense reflects an effective combined federal and state tax rate of 25.0%. The issuance of authorized but unissued shares of common stock to fund these awards would dilute stockholders’ ownership and voting interests by approximately 1.77%. |
| (4) | Assumes that options are granted under a stock-based benefit plan to acquire an aggregate number of shares of common stock equal to 10% of the aggregate number of shares of common stock of Narragansett Bancorp, Inc. sold in the offering and contributed to the charitable foundation. Stockholder approval of the plan may not occur earlier than six months after the completion of the offering. In calculating the pro forma effect of the stock-based benefit plan, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $4.64 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options, and that 25% of the amortization expense (or the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed combined federal and state tax rate of 25.0%. The actual expense will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted. Under the above assumptions, the implementation of the stock-based benefit plan will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares used to satisfy the exercise of options comes from authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. The issuance of authorized but unissued shares of common stock pursuant to the exercise of options under such plan would dilute stockholders’ ownership and voting interests by approximately 4.31%. |
| (5) | Net income per share computations are determined by taking the number of shares assumed to be outstanding following the completion of the offering and, according to ASC 718-40, subtracting the employee stock ownership plan shares that have not been committed for release during the year. See footnote 2 above. The number of outstanding shares may be more or less than the assumed amounts. |
| (6) | The retained earnings of BayCoast Bank will be substantially restricted after the offering. See “Our Policy Regarding Dividends,” and “Supervision and Regulation—Federal Bank Regulations—Capital Requirements.” |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.