SEC Form 11-K filed by SR Bancorp Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator, Participants and Beneficiaries

Opinion on the Financial Statements

Basis for Opinion

These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on the Plan’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2023 and schedule of delinquent participant contributions for the year ended December 31, 2023, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements.  The supplemental information is the responsibility of the Plan's management.  Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.  In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ EisnerAmper LLP

EisnerAmper LLP

We have served as the Plan’s auditor since 2024.

EISNERAMPER LLP

Iselin, New Jersey

July 15, 2024

See notes to financial statements

The following brief description of the Somerset Regal Bank 401(k) Retirement Plan (the Plan) is provided for general information purposes only. Participants should refer to the plan document for a more complete description of the Plan's provisions.

General

The Plan, which was established by Somerset Regal Bank (the Bank, formerly known as Somerset Savings Bank, SLA), on January 1, 1984, is a voluntary defined contribution plan which covers all eligible employees who have elected to participate.  Employees are eligible to participate in the plan effective as of the first day of the quarter following their attainment of age 21 and six months of service. Effective November 1, 2023, employees are eligible to participate in the plan effective as of the first day of the month following their attainment of age 21 and six months of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan's 401(k) Committee is responsible for oversight of the Plan. This committee determines the appropriateness of the Plan's investment offerings, monitors investment performance and reports to the Bank.  In January 2023, the 401(k) Committee approved the transfer of trustee from the Charles Schwab Trust Bank to Principal Trust Company. The transfer of plan assets took place in March 2023 to Principal Trust Company.  In September 2023, SR Bancorp, Inc. (SR Bancorp), the holding company of the Bank, closed the conversion of the Bank from the mutual to stock form of organization, the related stock offering by SR Bancorp, and the acquisition of Regal Bancorp, Inc. The Bank was renamed Somerset Regal Bank and accordingly the Plan was renamed as Somerset Regal Bank 401(k) Retirement Plan. As of September 2023, participants can purchase shares of SR Bancorp stock using their bi-weekly payroll contributions to the Plan and/or by transferring money from their other investments.

Contributions

Each year, active participants may make voluntary contributions in an amount equal to not less than 2% of the participant's eligible compensation during a plan year, as defined in the plan document, up to the maximum limits of the Internal Revenue Code (IRC). The Plan includes an automatic enrollment provision whereby all newly eligible employees are automatically enrolled at 2% unless an election is made otherwise. The Plan also includes an automatic escalation feature. Salary deferral contributions will be automatically increased by 1% on January 1 of each year until they reach a 10% salary deferral contribution rate, unless an election is made otherwise. Such contributions may not exceed $22,500 during calendar year ended December 31, 2023. Employees 50 years of age or older who have deferred the maximum amount of $22,500, may make additional catch-up contributions, not to exceed $7,500 for the year ended December 31, 2023. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollover). The Bank contributes 3% of eligible compensation as a safe harbor contribution.

Participant Accounts

Each participant's account is credited with the participant's contribution and allocations of (a) the Bank's safe harbor contribution and (b) the Plan's earnings, and charged with an allocation of administrative expenses paid by the Plan. Allocations are based on participant earnings or account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Vesting

Effective January 1, 2020, participants are vested immediately in their contributions and the Bank's contributions plus actual earnings thereon regardless of periods of service. However, prior to this effective date, a participant had, at all times, a vested and nonforfeitable right to the entire balance in his or her voluntary contributions, and had a 100% vested interest in the Bank's matching contribution pursuant to the Plan's vesting schedule in effect at that time, or upon death or disability.

Notes Receivable From Participants

Participants may borrow from their accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 reduced by the highest outstanding loan balance during the one-year period ending on the day before the date the loan is granted, or 50% of the amount to which the participant would be vested under this Plan had the participant's employment with the Bank been terminated on the date the loan is granted. The loans are secured by the balance in the participant's account and bear interest at rates that range from 4.25% to 9.50% at December 31, 2023 and from 4.25% to 8.00% at December 31, 2022, which are commensurate with local prevailing rates as determined by the plan administrator. Interest on the loans will be charged at a rate equal to 1.0% over the prime rate reported in The Wall Street Journal on the day in which the loan application is made.  Effective November 1, 2023, the interest on the loan will be based on the rates available for similar loans from commercial lending institutions. Principal and interest is paid ratably through bi-weekly payroll deductions. The loan and accrued interest shall be repaid over a term of not more than five years, unless the purpose of the loan is for the purchase of a primary residence. In such case, the loan term may exceed five years. Loan transactions are treated as transfers between investment funds and notes receivable from participants.

Payment of Benefits

On termination of service, due to death, disability, retirement or other reasons, participants may request payment of their vested account in a lump sum or may defer payment until reaching age 70½. In addition, participants may withdraw part of his vested interest in their elective contribution accounts at age 59 ½. Distributions may be made either in cash, subject to applicable income tax withholding requirements, or rolled over to another qualified plan or individual retirement account. In addition, the Plan allows for hardship distributions if certain criteria are met.

Forfeitures

Any nonvested Bank contributions that remain in a participant's account at termination are forfeited. Forfeited accounts totaled $0 and $436 at December 31, 2023 and 2022, respectively. Such forfeitures are used to reduce future Bank contributions. During the year ended December 31, 2023, $436 in forfeitures were used to pay Plan administrative expenses.

Basis of Accounting

The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for a discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net (depreciation) appreciation includes the Plan's net gains and losses on investments bought and sold as well as held during the year.

Notes Receivable From Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Related fees are recorded as administrative expenses and are expensed when they are incurred. Interest income is recorded on the accrual basis. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded. No allowance for credit losses has been recorded as of December 31, 2023 and 2022.

Expenses

Certain expenses of maintaining the Plan are paid by the Plan, unless otherwise paid by the Bank. Expenses that are paid by the Bank are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant's account and are included in administrative expenses. Investment related expenses are included in net (depreciation) appreciation of fair value of investments.

Payment of Benefits

Benefit payments are recorded when paid.

The FASB’s Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under authoritative guidance are described as follows:

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as:

•	quoted prices for similar assets or liabilities in active markets;

•	quoted prices for identical or similar assets or liabilities in inactive markets;

•	inputs other than quoted prices that are observable for the asset or liability;

•	inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observables and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value.

Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Common stocks are valued at the closing price reported on the active market on which the individual securities are traded.

The collective trust fund is valued at the NAV of units held in the common collective trust. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the Plan less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner. Returns are derived from income earned less expenses. Individual investment contracts are held within the portfolio and represent credit obligations of the issuer, units of the portfolio are not guaranteed by the trustee, the Bank or any federal or state agency. The portfolio includes contracts issued by insurance companies and other financial institutions, fixed income securities and money market funds.

The objective of the collective trust fund is to provide preservation of capital, relatively stable returns consistent with its comparatively low risk profile, and liquidity for benefit-responsive payments. The fund seeks to achieve this objective by investing primarily in a variety of high quality stable value investment contracts, as well as cash and cash equivalents. The fund's stable value investment contracts will maintain a minimum weighted average credit quality rating of "A" or better. The underlying fixed income securities of the fund must be rated investment grade and meet diversification guidelines. The fund is designed for long-term retirement investing.

Principal Life Insurance Company offers separate accounts as investment options for retirement benefits plans through a group annuity contract. The following operational information is pertinent to the non-registered separate accounts made available by Principal Life Insurance Company.

Pooled Separate Accounts (PSAs) are accounts maintained by an insurance company that are used for the collective investment of plan funds from multiple employee benefit plans. PSAs are an accounting entity rather than a legal entity. Iowa law requires domestic life insurance companies to establish one or more separate or segregated accounts to invest and reinvest all or any amounts received in connection with a variable contract.

Separate accounts are credited with the income, gains, or losses resulting from the assets allocated to that specific account only. The return on separate accounts in not guaranteed-the value of an interest in a separate account increases or decreases based on the value of the assets held in the separate account. Each plan that invests in the PSAs obtains units of participation in the pooled account and through those units of participation share in the gains and losses of al investments in the pooled account.

The plan holds an interest in the PSA represented in units credited to the account and the number of units allocated or withdrawn from the account. The participation unit value represents the NAV and is adjusted periodically to reflect investment results under the separate account. The NAV is used as a practical expedient to estimate fair value.

Most of Principal Life Insurance Company PSAs are not registered with the U.S. Securities and Exchange Commission (SEC) as they meet exemptions under the Securities Act of 1993, the Securities Exchange Act of 1934, and the Investment Company Act of 1940. The Principal PSAs are subject to the requirements imposed by ERISA including those imposed on plan fiduciaries.

The preceding methods described may produce a fair value calculation that many not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level, within the fair value hierarchy, the Plan's assets at fair value as of Dec ember 31, 2023 and 2022:

(a)

In accordance with FAS ASC 820-10, certain investments that are measured at fair value using the NAV value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statements of Net Assets Available for Benefits.

     Investments Measured Using NAV per Share Practical Expedient

The following tables summarize investments for which fair value is measured using NAV per share practical expedient as of December 31, 2023 and 2022, respectively. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.

Certain of the Plan's investments are managed by the Charles Schwab Trust Bank and affiliates of Principal Trust Company, the Plan's trustee, and therefore, these transactions qualify as party in interest transactions. Fees incurred by the Plan for the investment manager services are included in net (depreciation) appreciation in the fair value of the investment, as they are paid through revenue sharing, rather than a direct payment. Additionally, the Plan issues loans to participants, which are secured by the participant's account balances. These transactions qualify as party in interest transactions.

Although it has not expressed any intent to do so, the Bank has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

The Internal Revenue Service (IRS) has determined and informed the Bank by a letter dated August 30, 2023 that the Plan and related trust that were in effect through October 31, 2023 are designed in accordance with applicable sections of the IRC. Effective November 1, 2023, the Plan has adopted a pre-approved Plan sponsored by Principal Life Insurance Company.  One June 30, 2020, the Internal Revenue Service (“IRS”) stated in an opinion letter that the prototype adopted by the Plan, as then designed, was in compliance with applicable requirements of the Internal Revenue Code (“IRC”) and therefore, the related trust is exempt from taxation. Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC, and therefore, believes that the Plan is qualified, and the related trust is tax-exempt.

Accounting principles generally accepted in the United States of America require management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2023 and 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Market risks include global events which could impact the value of investment securities, such as a pandemic or international conflict. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Volatility in the financial markets may significantly impact the subsequent valuation of the Plan’s investments. Accordingly, the valuation of investments at December 31, 2023 may not necessarily be indicative of amounts that could be realized in a current market exchange.

Certain investments in mutual funds are subject to sales charges in the form of front-end loads, back-end load or 12b-1 fees.  12b-1 fees are ongoing fees allowable under Section 12b-1 of the Investment Company Act of 1940. These annual fees are used to pay for marketing and distribution costs of the funds. These fees are deducted prior to the allocation of the Plan’s investment earnings activity, and thus not separately identifiable as an expense.