Narragansett Bancorp Expects November 2 IPO Closing and Nasdaq Debut

Narragansett Bancorp, Inc., the proposed holding company for BayCoast Bank, announced on October 29, 2026 that all final regulatory approvals have been received to complete the bank’s two-tier holding company reorganization and the company’s related stock offering. The Swansea, Massachusetts-based company said the transaction is expected to close on Monday, November 2, 2026, with its common stock expected to begin trading the same day on the Nasdaq Capital Market under the symbol NARA.

The company expects to sell 9,098,800 shares of common stock, including 761,760 shares to be sold to the bank’s employee stock ownership plan, representing the adjusted maximum of the offering range disclosed in the company’s prospectus dated August 11, 2026. Narragansett Bancorp will also issue 11,638,000 shares to Narragansett Financial Corporation, its mutual holding company, and 423,200 shares to BayCoast Charitable Foundation, Inc., and it expects to have 21,160,000 shares of common stock issued and outstanding upon closing.

The shares were offered at $10.00 each on a best-efforts basis. The prospectus set an offering range from a 5,848,000-share minimum to a 7,912,000-share maximum, increasable by up to 15% to 9,098,800 shares to reflect demand for the shares or changes in market conditions. At the adjusted maximum, the prospectus states gross offering proceeds of $90,988,000 and estimated net proceeds of $87,584,750, after $2,050,000 of estimated offering expenses and $1,353,250 of selling agent fees and expenses. The shares offered for sale represent 43% of the shares to be outstanding following the offering; Narragansett Financial Corporation will hold 55%, and 2% of the outstanding shares plus $600,000 in cash will be contributed to the charitable foundation. The company expects to record an after-tax expense of approximately $3.6 million in the quarter in which the offering is completed, assuming a sale at the adjusted maximum, according to the prospectus.

The offering range was based on an independent appraisal by RP Financial, LC, which estimated the pro forma market value of the common stock, including the shares to be contributed to the charitable foundation, at $160.0 million as of May 4, 2026. That figure forms the midpoint of a valuation range with a minimum of $136.0 million and a maximum of $184.0 million, and the appraised value could be increased by up to 15%, to $211.6 million, if demand or market conditions warranted. The board selected the $10.00 price primarily because it is the price most commonly used in mutual holding company reorganization offerings and mutual-to-stock conversions, the prospectus states.

Two-Tier Structure and the Path to Closing

The reorganization moves BayCoast Bank from a single-tier mutual holding company form into a two-tier structure in which the mid-tier company’s stock is partially owned by public stockholders. Narragansett Financial Corporation, a non-stock company, has been the bank’s Massachusetts-chartered mutual holding company since 1998 and is required by law to own a majority of Narragansett Bancorp’s outstanding voting stock for as long as it remains in existence. Narragansett Bancorp, a Maryland corporation incorporated in June 2026, will become the bank holding company for BayCoast Bank and will own all of the bank’s outstanding shares. The company is an emerging growth company and will qualify as a controlled company under Nasdaq corporate governance guidelines, according to the prospectus.

Narragansett Financial Corporation applied to the Massachusetts Division of Banks to establish Narragansett Bancorp as a subsidiary holding company and to issue a minority of its common stock under Massachusetts General Laws chapter 167H, section 11, according to a public notice from the Division of Banks that set an August 5, 2026 deadline for written comments. The company’s SEC filing history shows the registration statement was filed June 12, 2026, amended on July 23, 2026, and declared effective August 11, 2026, with the final prospectus filed August 20, 2026. Completion of the offering was contingent on final approval for the shares to trade on the Nasdaq Capital Market and on receipt of final regulatory approvals or non-objections from the Massachusetts Commissioner of Banks and the Federal Reserve Board, the prospectus states.

On October 5, 2026, the company disclosed in a Form 8-K that the subscription offering had been completed and was oversubscribed by depositors of the bank as of May 31, 2025, that it did not expect to conduct a community offering or a syndicated community offering, and that closing remained subject to the receipt of final regulatory approvals. The report was signed by Diana Taxiera, senior vice president, chief financial officer and treasurer. The company filed a separate Form 8-K on October 27, 2026 under Item 2.02, covering results of operations and financial condition.

Because the offering was oversubscribed by eligible depositors, valid stock orders will be filled according to the purchase limitations and proration methods disclosed in the prospectus, the company said. The prospectus gave first priority to depositors with account balances of at least $50 at the close of business on May 31, 2025, second priority to the bank’s tax-qualified employee benefit plans, including the employee stock ownership plan, and third priority to employees, officers, directors, trustees and corporators. Subscribers may confirm their orders through the Stock Information Center at (844) 301-2265 beginning October 30, 2026 at 10:00 a.m. Eastern Time, and the center operates Monday through Friday from 10:00 a.m. to 4:00 p.m. Eastern Time. Transfer agent Continental Stock Transfer & Trust Company plans to mail Direct Registration System book-entry statements for the purchased shares, along with interest checks, on or about November 4, 2026. Subscriber funds were held in a segregated account at BayCoast Bank and earned interest at 0.10%, according to the prospectus.

Piper Sandler & Co. acted as marketing agent for the offering on a best-efforts basis and was not obligated to purchase any shares, according to the prospectus. Luse Gorman, PC served as legal counsel to the company and the bank, and Covington & Burling LLP served as legal counsel to Piper Sandler.

Use of Proceeds and the BayCoast Bank Franchise

The prospectus states that the company intends to invest at least 50% of the net proceeds from the offering in BayCoast Bank, fund a loan to the employee stock ownership plan to finance its purchase of shares, contribute $600,000 to the charitable foundation and retain the remainder, which Narragansett Bancorp primarily will use to repay subordinated debt held by Narragansett Financial Corporation that totaled $95.0 million at March 31, 2026.

BayCoast Bank, originally chartered in 1851, is a Massachusetts-chartered stock savings bank operating from its Swansea main office and 25 full-service branch banking offices in the South Coast of Massachusetts and the State of Rhode Island, as well as two loan production offices; its deposits are insured in full beyond federal deposit insurance coverage limits by the Depositors Insurance Fund. The bank’s business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in commercial real estate, multi-family residential, one- to four-family residential, home equity, commercial business, construction and consumer loans, as well as investment securities, and it operates non-interest income businesses through subsidiaries including BayCoast Mortgage, Plimoth Investment Advisors, BayCoast Insurance and Priority Funding. On a consolidated basis, Narragansett Financial Corporation had total assets of $2.90 billion, total deposits of $2.47 billion and retained earnings of $186.6 million at March 31, 2026, with net income of $1.2 million for the three months ended March 31, 2026 and $6.0 million and $5.3 million for the years ended December 31, 2025 and 2024.