EX-99.4 17 tm2525410d1_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

 

Dear Valued Customer: I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a plan o f c onversion (the “Plan”), United Roosevelt, MHC, the mutual holding company of United Roosevelt Savings Bank, will convert from the mutual (me ani ng no stockholders) to the stock form of ownership. To accomplish the conversion, URSB Bancorp, Inc., a newly formed Maryland corpo rat ion that will become the stock holding company for United Roosevelt Savings Bank, is conducting an offering of its shares of common stock. Enc losed you will find a Prospectus, Proxy Materials and a Questions and Answers Brochure describing the Plan and the conversion and stock of fering. In connection with the conversion and stock offering and to further our commitment to the communities we serve, we intend to est ablish a new charitable foundation, to be named the URSB Charitable Foundation, Inc., and contribute to it $200,000 in cash and 20,000 sha res of common stock of URSB Bancorp, Inc., for a total contribution valued at $400,000. The charitable foundation will be dedicated to prom oti ng community activities and charitable causes in the communities we serve. THE PROXY VOTE: Your vote is extremely important for us to complete the conversion and stock offering. Although we have received conditional regulatory approval to implement the Plan, we must receive the vote of United Roosevelt Savings Bank’s depositors in favor of the Plan. NOT VOTING YOUR ENCLOSED PROXY CARD(S) WILL HAVE THE SAME EFFECT AS VOTING “AGAINST” THE PLAN AND “AGAINST” THE ESTABLISHMENT AND FUNDING OF THE CHARITABLE FOUNDATION. Note that you may receive more than one Proxy Card, depending on the ownership structure of your accounts at United Roosevelt Savings Bank. Please vote all the Proxy Cards you receive — none are duplicates! To cast your vote, please sign and date each Proxy Card and return the card(s) in the Proxy Reply Envelope provided. Alternatively, you may vote by telephone or Internet by following the simple instructions on the Proxy Card. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “ FOR ” THE PLAN AND “ FOR ” THE ESTABLISHMENT AND FUNDING OF THE CHARITABLE FOUNDATION. Please note: • The proceeds resulting from the sale of stock by URSB Bancorp, Inc. will support our business strategy. • There will be no change to account numbers, interest rates or other terms of your deposit accounts or loans at United Roose vel t Savings Bank. • Deposit accounts at United Roosevelt Savings Bank will not be converted to stock. Your deposit accounts will continue to be in sured by the FDIC, up to the maximum legal limits and without interruption. • You will continue to enjoy the same services with the same board of directors, management and staff. • Voting does not obligate you to purchase shares of common stock in our stock offering. THE STOCK OFFERING: As an eligible depositor of United Roosevelt Savings Bank, you have non - transferable rights, but no obligation, to subscribe for shares of common stock during the Subscription Offering before any shares are offered for sale to the general public. The common stock is being offered for sale at $10.00 per share, and there will be no sales commission charged. The enclosed Prospectus d esc ribes the offering in more detail. Please read the Prospectus carefully before making an investment decision. If you are interested in ordering shares of common stock, please complete the enclosed Stock Order Form and return it, with f ull payment, by overnight delivery to the indicated address on the Stock Order Form, by hand - delivery to United Roosevelt Savings Bank’s main office located at 11 - 15 Cooke Ave Carteret, NJ, or by mail using the Stock Order Reply Envelope provided . Stock Order Forms and full payment must be received (not postmarked) before 4:00 p.m., Eastern Time, on [ ]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time. I invite you to consider this opportunity to share in our future as a URSB Bancorp, Inc. stockholder. Thank you for your cont inu ed support as a United Roosevelt Savings Bank customer. Sincerely, Kenneth R. Totten, Chairman, President & CEO This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by th e Prospectus when accompanied by a stock order form. The shares of common stock being offered by the Prospectus are not deposit s or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government ag enc y. URSB - M QUESTIONS? Call our Information Center at [ ], from 10:00 a.m. to 5:00 p.m., Eastern Time, Monday through Friday, except bank holidays.

 

 

Dear Customer: Pursuant to a plan of conversion (the “Plan”), United Roosevelt, MHC, the mutual holding company of United Roosevelt Savings Bank, will be converting from the mutual (meaning no stockholders) to the stock form of ownership. To accomplish the conversi on, URSB Bancorp, Inc., a newly formed Maryland corporation that will become the stock holding company for United Roosevelt Savin gs Bank, is conducting an offering of its shares of common stock. Enclosed you will find a Prospectus, Proxy Materials and a Que sti ons and Answers Brochure describing the Plan and the conversion and stock offering. We are asking you to help us in this endeavor , b y voting to approve our Plan. In connection with the conversion and stock offering and to further our commitment to the communities we serve, we intend to est ablish a new charitable foundation, to be named the URSB Charitable Foundation, Inc., and contribute to it $200,000 in cash and 20,0 00 shares of common stock of URSB Bancorp, Inc., for a total contribution valued at $400,000. The charitable foundation will be ded icated to promoting community activities and charitable causes in the communities we serve. THE PROXY VOTE: OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “ FOR ” THE PLAN AND “ FOR ” THE ESTABLISHMENT AND FUNDING OF THE CHARITABLE FOUNDATION. Your vot e is e x tr eme l y i m p o rt an t fo r u s t o c o m p le te t h e co nv e rsi o n. A l thoug h w e have rece i ved con d iti o na l re g ul a tor y app r o v a l to i mple me nt the P l a n , w e mu s t r ec e ive th e v ot e o f U ni t ed Ro o seve l t S av i n g s B a n k ’s dep o s i tor s i n favor of t h e Pl a n . N OT V OT I N G YOUR E N CLO S E D PR O XY CA RD ( S ) WI L L H AVE TH E SA M E E F F EC T A S V O T I N G “ A GAIN S T ” T HE P L A N AN D “ A G A INST ” T HE E STA BL IS H ME N T A N D FUN D ING O F T HE CHA R I T A B LE FO U N DA TION. N ot e that you may rece i ve more tha n one P rox y C ard , d e p e n d i ng o n th e ow n er s h ip s tr uc t u r e o f y o u r a cc o un t s at U nited R oosev e lt S avin g s B ank. Pl ease vote a ll th e P ro x y Ca r d s you re c e i v e — no n e a r e du pl ic a t es ! To c a s t y ou r v o t e , p l e a s e sig n a n d da t e eac h P roxy Car d an d r e tu r n th e c ard(s) i n th e Proxy R e p l y E n ve l o p e pro v i de d. A l t e r n a t i v el y , yo u may v o te by t e l e p h on e o r I n t e rn e t b y fol l o w i n g th e s imp l e i n stru c t i o n s o n t h e P r oxy C a r d. Please note: • The proceeds resulting from the sale of stock by URSB Bancorp, Inc. will support our business strategy. • There will be no change to account numbers, interest rates or other terms of your deposit accounts or loans at United Roose vel t Savings Bank. • Deposit accounts at United Roosevelt Savings Bank will not be converted to stock. Your deposit accounts will continue to be insured by the FDIC, up to the maximum legal limits and without interruption. • You will continue to enjoy the same services with the same board of directors, management and staff. THE STOCK OFFERING: Unfortunately, URSB Bancorp, Inc. is unable to either offer or sell its common stock to you, because the small number of elig ibl e subscribers in your jurisdiction makes registration or qualification of the common stock under the securities or other laws o f y our jurisdiction impractical for reasons of cost or otherwise . Accordingly, this letter and the enclosures is not an offer to sell or a solicitation of an offer to buy the common stock of URSB Bancorp, Inc. Thank you for your continued support as a United Roosevelt Savings Bank customer. Sincerely, Kenneth R. Totten, Chairman, President & CEO This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus when accompanied by a stock order form. The shares of common stock being offered by the Prospectus are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. URSB - B QUESTIONS? Call our Information Center at [ ], from 10:00 a.m. to 5:00 p.m., Eastern Time, Monday through Friday, except bank holidays.

 

 

Dear Friend: I am pleased to tell you about an investment opportunity. URSB Bancorp, Inc., a newly formed Maryland corporation that will serve as the stock holding company of United Roosevelt Savings Bank, is offering shares of its common stock for sale at a pri ce of $10.00 per share. No sales commission will be charged to purchasers. The stock offering is being conducted pursuant to a plan of conversion that provides for the conversion of United Roosevelt, MHC, the mutual holding company of United Roosevelt Savings Bank, from the mutual (meaning no stockholders) to the stock form of ownership. Ou r re co rd s i n d i c a t e th at y ou wer e a d e po si to r o f U n i te d R o os e vel t S aving s B ank as o f the close of business on June 30 , 2 0 24 o r [ ], wh o se acc oun t ( s) w a s / we r e clo s ed the r ea f ter . A s su c h, you have non - transferable rights, but no o bliga t ion, t o subscribe fo r s ha re s o f c o m m on s to ck du ri ng t h e Subs c r i p t io n Offeri n g b efore an y share s are o f fered for s ale to the g eneral public . The enclo s e d P r osp ec tus d es cr ib e s th e s t o c k off e ring in m o re d e ta il. Pl e ase read it c a refull y before mak i n g an in v estmen t decis i on. If you are interested in ordering shares of common stock, please complete the enclosed Stock Order Form and return it, with f ull payment, by overnight delivery to the indicated address on the Stock Order Form, by hand - delivery to United Roosevelt Savings Bank’s main office located at 11 - 15 Cooke Ave Carteret, NJ, or by mail using the Stock Order Reply Envelope provided . Stock Order Forms and full payment must be received (not postmarked) before 4:00 p.m., Eastern Time, on [ ]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing tim e. If you have questions about the stock offering, please refer to the enclosed Prospectus or call our Stock Information Center at the number shown below. I invite you to consider this opportunity to share in our future as a URSB Bancorp, Inc. stockholder. Sincerely, Kenneth R. Totten, Chairman, President & CEO This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus when accompanied by a stock order form. The shares of common stock being offered by the Prospectus are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. URSB - F QUESTIONS? Call our Information Center at [ ], from 10:00 a.m. to 5:00 p.m., Eastern Time, Monday through Friday, except bank holidays. B A N C O R P , I N C .

 

 

Dear Potential Investor: I am pleased to tell you about an investment opportunity. URSB Bancorp, Inc., a newly formed Maryland corporation that will s erv e as the stock holding company of United Roosevelt Savings Bank, is offering shares of its common stock for sale at a price of $10 .00 per share. No sales commission will be charged to purchasers. The stock offering is being conducted pursuant to a plan of convers ion that provides for the conversion of United Roosevelt, MHC, the mutual holding company o f United Roosevelt Savings Bank, from the mutual (meaning no stockholders) to the stock form of ownership. Please read the enclosed Prospectus carefully before making an investment decision. If you are interested in ordering shares of common stock, please complete the enclosed Stock Order Form and return it, with full payment, by overnight delivery to the indicated address on the Stock Order Form, by hand - delivery to United Roosevelt Savings Bank’s main office located at 11 - 15 Cooke Ave Carteret, NJ, or by mail using the Stock Order Reply Envelope provided . Stock Order Forms and full payment must be received (not postmarked) before 4:00 p.m., Eastern Time, on [ ]. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time. If you have questions about the stock offering, please refer to the enclosed Prospectus or call our Stock Information Center at the number shown below. I invite you to consider this opportunity to share in our future as a URSB Bancorp, Inc. stockholder. Sincerely, Kenneth R. Totten, Chairman, President & CEO This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus when accompanied by a stock order form. The shares of common stock being offered by the Prospectus are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. URSB - C QUESTIONS? Call our Information Center at [ ], from 10:00 a.m. to 5:00 p.m., Eastern Time, Monday through Friday, except bank holidays. B A N C O R P , I N C .

 

 

Janney Montgomery Scott LLC Dear Prospective Investor: J anne y M on t go m e ry Sc o tt, LLC ha s been r e t ained b y Uni t ed Roo s e v el t S a v ing s B an k an d its proposed holding company, URSB Bancorp , Inc ., as marke t ing agen t in connec t io n with the offering of URSB Bancorp, Inc. common stock. At t he r equ es t o f Uni t ed Roosevel t Savings Bank and URSB Banco r p, Inc., we a r e enclosing a Prospectus and Stock Order Form regarding the stock offering of shares o f URSB Banco r p, Inc. common stock. We encourage you to read the Prospectus carefull y before making an investment decision. If you have questions after reading the enclose d material, please call the Stock Information Center at [ ], from 10:00 a.m. to 5:00 p.m. , Eastern Time, Monday through Friday, and ask for a Janney Montgomery Scott, LL C representative . We have been asked to forward these documents to you in view of certain requirements of the securities laws of your jurisdiction. This is not a recommendation or solicitation for any action by you with regard to the enclosed material . Sincerely, Janney Montgomery Scott LLC This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus when accompanied by a stock order form. The shares of common stock being offered by the Prospectus are not savings accounts or deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Janney Montgomery Scott, LLC is a member of FINRA and SIPC. URSB - BD

 

 

REVOCABLE PROXY 1. The approval of a Plan of Conversion whereby United Roosevelt, MHC will convert from the mutua l form of organization to the stoc k form of organization and United Roosevelt Savings Bank will become the wholly owned subsidiary of a new stock holding company to be known as URSB Bancorp, Inc., as described in more detail in the accompanying proxy statement. This proxy is revocable and will be voted as directed, but if n o inst r u c ti on s a re specifie d , this p r o x y will b e vot e d “ FO R” t h e proposals, only if signed and dated . If any other business is presente d at the Special Meeting of Depositors (the “Meeting”), including whethe r or not to adjourn the Meeting, this proxy will be voted by the proxies in their best judgment. At the present time, the board of directors knows of no other business to be presented at the Meeting. This proxy also confers discretionary authority on the board of directors to vote with respect to any other business that may come before the Meeting or an y adjournment of the Meeting. The undersigned acknowledges receipt from United Roosevelt Saving s Bank, before the execution of this proxy, of both Notice of the Specia l Meeting of Depositors and a Proxy Statement for the Meeting. S ign a t u re : __ _ __ __ _ __ _ _ _ __ _ __ _ __ _ _____ _ ____ _ _________ _ ____ _ __ _ __________ _ D a te : ________ _ ________ _ _ , [ 2 0 2 5] NOTE: Only one signature is required in the case of a joint account. Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. Corporations or partnership proxies should be signed by an authorized officer. YOUR PROMPT VOTE IS IMPORTANT! Phone or Internet voting is a quick and simple way to vote, available through 1:59 p.m., Eastern Time, on [ ]   FOLD AND DETACH THE PROXY CARD HERE  FOR AGAINST CONTROL NUMBER Please vote by marking one of the boxes as shown. If you vote by Phone or Internet you do NOT need to return your Proxy Card by mail. NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST ” THE PLAN OF CONVERSION AND “AGAINST” THE ES T ABLISHMEN T AND FUNDING OF THE CHARI T ABLE FOUND A TION. PLEASE VOTE ALL PROXY CARDS RECEIVED. NONE ARE DUPLICATES. [Web address to come] Use the Internet to vote your proxy. Have your Proxy Card in hand when you access the website. You will be prompted to enter online your 10 digit control number, located in the shaded box above. Each Proxy Card has a unique control numbe r . [Phone # to come] Use the telephone to vote your proxy. Have your Proxy Card in hand when you access the telephone voting line. You will be prompted to enter online your 10 digit control number, located in the shaded box above. Each Proxy Card has a unique control number. VOTE BY PHONE VOTE BY INTERNET  Mark, sign and date your Proxy Card and return it in the postage - paid Proxy Reply Envelope provided. VOTE BY MAIL OR OR URSB - PC 2. The approval of the establishment and funding of the URSB Charitable Foundation, Inc. FOR AGAINST

 

 

REVOCABLE PROXY UNITED ROOSEVE L T S A VINGS BANK SPECIAL MEETING OF DEPOSI T ORS T O BE HELD ON [ ] T HI S PRO X Y I S SOLICITED ON BE H ALF OF THE B O A R D O F D I RE CT O R S OF U N I T E D R O O SEVE L T S A V I NG S B A NK F O R USE AT A S PE CI A L M E E T I N G O F D E P O S I T OR S TO B E H E LD O N [ ], A N D A N Y A D JOU R NMENT S OR P O S T P O N EM E NTS OF THE SP E CIA L M E E T IN G, F OR T HE PUR PO SES SE T F OR T H I N T H E A CCO M P ANY I N G N OTI C E OF S P EC I A L MEE TI N G. YO U R B OAR D OF D IRE C TORS U N A N I M O U SL Y RE C O M M EN DS TH A T YOU VOT E “ FOR ” APP R O V AL OF T HE PLA N OF C O NV E R SIO N AN D “ FOR ” A PP R O VA L OF T H E ES T AB LIS HM E N T AN D FUNDING OF THE CHARI T ABLE FOUND A TION. The above - signed being a d e p o s i t o r of U ni t e d R o o s e v e lt S a v i ng s B ank hereby authorizes the full Board of Directors, and each of them, with full powers of substitution, to represent the above - signed at the Special Meeting of D e p o si t o r s (the “Meeting”) to be held on [ ] , at 2:00 p.m., Eastern Time, at t h e [ ] , and at any adjournment or postponement of the Meeting, to act with respect to all votes that the undersigned would be entitled to cast if then personally present, as set forth above. A n y d e p o s i t o r g i vi n g a p r o x y m a y r e v o k e i t a t a n y t i m e b e f o r e i t i s v o t e d b y d e l i v e r i n g t o t h e S e c r e t a r y o f U n it e d R oo s e v e l t S a vi n g s B a n k e i t h e r a w r i t t e n r e v o c a t i o n o f t h e p r o x y , o r a d u l y e x e c u t e d p r o x y b e a r i n g a l a t e r d a t e , o r b y v o t i n g i n p e r s o n a t t h e M e e t i n g. (CONTINUED ON REVERSE SIDE) THE BOARD OF DIRECTORS RECOMMENDS A VOTE “ FOR ” THE PLAN OF CONVERSION AND “ FOR ” THE ES T ABLISHMENT AND FUNDING OF THE CHARI T ABLE FOUND A TION. NOT VOTING IS THE EQUIVALENT OF VOTING “AGAINST” THE PLAN OF CONVERSION AND “AGAINST” THE ES T ABLISHMENT AND FUNDING OF THE CHARI T ABLE FOUND A TION. PLEASE VOTE ALL CARDS THAT YOU RECEIVE. NONE ARE DUPLICATES. VOTING DOES NOT REQUIRE YOU TO PURCHASE SHARES O F URSB BANCOR P , INC. COMMON STOCK IN THE S T OCK OFFERING.   FOLD AND DETACH THE PROXY CARD HERE  URSB - PC

 

 

REVOCABLE PROXY   FOLD AND DETACH THE PROXY CARD HERE  CONTROL NUMBER Please vote by marking one of the boxes as shown. URSB - BRANCH N A M E A D D RE SS 1 A D D RE SS 2 CIT Y S T AT E ZIP EM A IL 1. The approval of a Plan of Conversion whereby United Roosevelt, MHC will convert from the mutual form of organization to the stock form of organization and United Roosevelt Savings Bank will become the wholly owned subsidiary of a new stock holding company to be known as URSB Bancorp, Inc., as described in more detail in the accompanying proxy statement. 2. The approval of the establishment and funding of the URSB Charitable Foundation, Inc. This proxy is revocable and will be voted as directed, but if n o instructions are speci f ied, this proxy will be voted “FOR” th e proposa l s, only if signed and dated . If any other business i s presented at the Special Meeting of Depositors (the “Meeting”) , including whether or not to adjourn the Meeting, this proxy will be voted by the proxies in their best judgment. At the present time, the board of directors knows of no other business to be presente d at the Meeting. This proxy also confers discretionary authority on the board of directors to vote with respect to any other business that may come before the Meeting or any adjournment of th e Meeting. The undersigned acknowledges receipt from United Roosevelt Saving s Bank, before the execution of this proxy, of both Notice of the Special Meeting of Depositors and a Proxy Statement for the Meeting. S ign a t u re : __ _ __ __ _ __ _ _ _ __ _ __ _ __ _ _____ _ ____ _ _________ _ ____ _ __ _ __________ _ D a te : ________ _ ________ _ _ _, 2 0 25 NOTE: Only one signature is required in the case of a joint account. Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. Corporations or partnership proxies should be signed by an authorized officer. FOR AGAINST FOR AGAINST

 

 

URSB - BRANCH   FOLD AND DETACH THE PROXY CARD HERE  REVOCABLE PROXY UNITED ROOSEVE L T S A VINGS BANK SPECIAL MEETING OF DEPOSI T ORS T O BE HELD ON [ ] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UNITED ROOSEVE L T S A VINGS BANK F O R US E A T A S PECI AL ME E T I N G O F D E P O S I T ORS T O BE H E L D O N [ ], AND ANY ADJ O URNMEN T S O R POSTPONEMENTS OF THE SPECIAL MEETING, FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF SPE CI A L M EE T IN G . Y O UR BOA RD OF DI R E C TOR S UN A N I M OU S L Y R E C O M MEN D S T HA T Y O U V O T E “ F O R ” APPROVAL OF THE PLAN OF CONVERSION AND “ FOR ” APPRO V A L OF THE ES T ABLISHMENT AND FUNDING OF THE CHARI T ABLE FOUND A TION. The above - signed being a depositor of United Roosevelt Savings Bank hereby authorizes the full Board of Directors, and each of them, with full powers of substitution, to represent the above - signed at the Special Meeting of Depositors (the “Meeting”) to be held on [ ], Eastern T ime, at t h e [ ] , and at any adjournment or postponement of the Meeting, to act with respect to all votes that the undersigned would be entitled to cast if then personally present, as set forth above. A n y de po s i t o r g ivi n g a p ro x y m ay r e vok e it a t any ti me befo re it is vo t ed by d el i v e ri n g to the S ec r e t ar y of U nit e d Roosevelt Savings Bank either a written revocation of the proxy, or a duly executed proxy bearing a later date, or by voting in person at the Meeting. (CONTINUED ON REVERSE SIDE)

 

 

URSB - QA Questions Questions & Answers Answers about our conversion and stock offering about our conversion and stock offering B A N C O R P , I N C .

 

 

GENERAL — THE CONVERSION Our board of directors has determined that the conversio n is in the best interests of our organization, our customers and the communities we serve. Q. What is the conversion? A. Unde r our pla n o f c on v e rsi on (the “Pl a n”), Un i ted R o os e ve l t , MHC, the mutual holding company of United Roosevel t Savings Bank, will convert from the mutual (meaning n o stockholders) to the stock form of ownership, through the s a le of s h ares of U RS B Ban c o rp , Inc. c o mm o n s to c k. U po n completion of the conversion and stock offering, 100% of th e c o mmon stock of U R SB Ba n corp, Inc. w i l l b e o w n ed b y stockholders, a n d U RS B B a n c or p , I n c. w i ll own 1 0 0 % o f United Roosevel t S a vi n gs Ba n k. Q. What are the reasons for the conversion and stoc k offering? A. Our primary reasons f or converting and raising addi t iona l capital through the stock offering are to: ● increase capital to support future growth and profitability; ● support and enhance United Roosevelt Savings Bank ’ s charitable giving in its local community; ● retain and attract quali f ied personnel by establishing stock - based bene f i t pla ns f or m ana g emen t a n d emp l oyees ; and ● offer our customers and employees an opportunity t o purchase an equity interest in United Roosevelt Savings B an k by pu r chasing share s o f c o m mon st ock o f URS B Bancorp, Inc. Q. I s U nit e d R oo s e v elt Savings B an k c onside r ed “well - capitalized” for regulatory purposes? A. Yes. As of June 30, 2025, United Roosevelt Savings Bank was considered “well - capitalized” for regulatory purposes. Q. Will customers notice any change in United Roosevelt Savin g s Bank day - to - day act i v i t i es as a resu l t o f t h e conversion and stock offering? A. No . It will be business as usual . T he conversion an d stock offering is an internal change in our corporat e structure. There will be no change to our board of directors, manage m en t, and s t a ff as a resul t o f t he conve r sion an d stock offering. United Roosevelt Savings Bank will continue to operate as an independent savings bank. Q. Will the conversion and stock offering affect customers ’ deposit accounts or loans? A. No. The conversion and stock offering will not affect th e balance or terms of deposits or loans, and deposits wil l continue to be federally insured by the Federal Deposi t I nsurance Corpo r a t ion up t o t he maxi m um legal li m i t s a n d wi t h o u t i nterr up t i o n . D epo s it a cc ount s will not b e converted to stock. THE PROXY VOTE A lthough w e ha ve rece i ve d c ondition a l re gul a to r y approval, the Plan is also subject to approval by Unite d Roosevelt Savings Bank’s depositors. Q. Why should I vote “ FO R ” the Plan and “ FO R ” th e Charitable Foundation? A . Your vote “ FOR ” the Plan and “ FOR ” the Charitabl e Foundation is extremely important to us. Each United Roo s e v el t S a v ing s B an k depo s i t o r a s o f t he c lo s e o f b usiness o n [ ] r e c ei ve d a Pr ox y C a r d a t t a c h e d t o a Stock Or de r F or m. T he s e pack a g e s a l so i n c lu d ed a Proxy Statement describing the Plan and the Charitabl e Foundation, which cannot be implemented without th e approval of the depositors of United Roosevelt Savings Bank. Voting does not obligate you to purchase shares o f common stock in the stock offering. Q. What happens if I don’t vote? A. Your vote is very important. Proxy Cards not voted wil l have the same effect as voting ‘‘Against’’ both proposals. Without sufficient favorable votes, we cannot complete the conversion and stock offering. Q. How do I vote? A. You may vote by Internet or telephone by following the instructions on the proxy card . Internet and telephon e voting is available 24 hours a day, and your vote will b e recorded immediately. Alternatively, you may mark you r vote, sign, date and mail the proxy card(s) in the enclosed proxy reply envelope today. Regardless of how you choose to cast your vote, please vote today. Not voting has the same effect as voting “Against” both proposals. Q. How many votes are available to me? A. Depositors of United Roosevelt Savings Bank at the close of business on [ ] are entitled to one vote for each $100 or fraction thereof on deposit at United Roosevelt Savings Bank. However, no depositor may cast more than 1,00 0 votes. Proxy Cards are n o t imprinte d with yo u r n um b e r of votes; however, votes will be automatically tallied b y computer. Q. Why did I receive more than one Proxy Card? A. If you had more than one deposit account at Unite d Roosevelt Savings Bank at the close of business o n [ ], you may have received more than one Proxy Card, d ependi n g o n th e o w ne rs h i p st ru ct ur e of yo ur a c co un ts . There are no duplicate cards — please promptly vote all the Proxy Cards sent to you. UR S B Ba n c o r p, In c . i s o ffer ing s h ares o f it s c o mm on st o ck f o r sa l e on a b est e f f o r t s b as i s in c onn ect ion wi t h t h e conversion of United Roosevelt, MHC from the mutual to the stock form of organization. This pamphlet answers questions about our conversion and stock offering. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus carefully, including the “Risk Factors” section.

 

 

Q. More than one name appears on my Proxy Card. Who must sign? A. The name(s) re f lect the title of your account. Proxy Card s for joint accounts require the signature of only one of th e account holders. Proxy Cards for trust or custodian account s must be signed by the trustee or the custodian, not the liste d beneficiary. THE STOCK OFFERING AND PURCHASING SHARES Q. How many shares are being offered and at what price? A. URSB Bancorp, Inc. is offering for sale between 1,487,500 and 2,012,500 shares o f common stock (subject to increase t o 2 , 3 1 4 , 3 7 5 s h ar e s) at $ 10 .0 0 p er s h ar e . N o s a l e s commission will be charged to purchasers. Q. Who is eligible to purchase stock during the stock offering? A. Pursuant to the Plan, non - transferable rights to subscrib e for shares of URSB Bancorp, Inc. common stock in th e Subscription Offering have been granted in the following descending order of priority: Priority #1 — Depositors of United Roosevelt Savings Bank with aggregate balances of $50 or more at th e close of business on June 30, 2024; Priority #2 — Our tax - qualified employee benefit plans; Priority #3 — Depositors of United Roosevelt Savings Bank with aggregate balances of $50 or more at th e close of business on September 30, 2025; and Priority #4 — Depositors of United Roosevelt Savings Bank at the close of business on [ ]. Sh a r e s not s o l d in the Sub s cription Off e rin g may b e o ff e r ed f o r s ale t o t he publi c in a C o mm unit y Off er in g , wi t h a preference given to natural persons and trusts of natural persons residing in Middlesex, NJ. Shares not sold in the Subscription and Community Offering s may be offered for sale to the general public through a Syndicated Community Offering . Q. I am eligible to subscribe for shares of common stock in t h e S ub scr ip t io n O ffer ing b ut am no t in tereste d i n investing. May I allow someone else to use my Stoc k Order Form to take advantage of my priority as a n eligible account holder? A. No. Subscription rights are non - transferable! Only thos e eligible to subscribe for common stock in the Subscription Offering, as listed above, may subscribe for shares in the Subscription Offering. To preserve subscription rights, th e shares may only be registered in the name(s) of eligibl e account holder(s). On occasion, unscrupulous peopl e attempt to persuade account holders to transfer subscriptio n rights, or to subscribe shares in the offering based o n an understanding that the shares will be subsequentl y transferred to others. Participation in such scheme s is against the law and may subject involved parties t o prosecution. If you become aware of any such activities , please notify our Stock Information Center promptly s o that we can take the necessary steps to protect our eligible account holders’ subscription rights in the Subscriptio n Offering. Q. How may I order shares during the Subscriptio n Offering and any Community Offering? A. Shares can be ordered by completing a Stock Order Form and returning it, with full payment, so that it is received (not postmarked) before the offering deadline. You may submit your Stock Order Form by overnight delivery to th e indicated address on the Stock Order Form, by hand - d el i very t o U n ite d R oos e ve lt S a v ing s Ban k ’ s ma in of f i c e located at 11 - 15 Cooke Ave Carteret, NJ, or by mail using the Stock Order Reply Envelope provided. Q. What is the deadline for ordering shares? A. To order shares in the Subscription Offering, you mus t deliver a properl y c om p l e t ed , si g n e d S to c k O rder Form, w it h full payment, so that it is received (not postmarked) befor e 4:00 p.m., E as te r n T im e, o n [ ]. A ccep t able metho d s fo r delivery of S tock O rd e r Fo r ms a re descr i be d abov e. Q. How may I pay for the shares? A. Payment for shares can be remitted in three ways: (1) By perso nal c h eck, b an k che ck or m on e y or d er , m a d e payable t o URSB Bancorp , I nc . T hese will be deposi t e d u po n r eceip t. We can n ot ac c ept wi r e s o r th i rd p a r ty c h e c ks . (2) By authorized deposit account withdrawa l of fund s from y ou r Uni t e d Ro os e v el t Savi ng s Ba n k d ep os i t a c c o u nt(s). The St o ck Ord e r For m s e ct io n t i tl e d “Me t h o d of P a yment — Dep o sit Acco un t W it h d r a wa l” al lo w s y ou t o list the account number(s) and amount(s) to be withdrawn . Fun d s designa te d f or d ir ec t w ith dra w al mu s t be i n th e a c c o u nt(s) a t the tim e t he St o c k O rd e r Fo r m is r e cei v ed . IR A o r other retirement a c c ou n ts h el d at Un i t e d R oo s ev el t S a v i n gs B ank may n o t b e l ist e d fo r d i r e c t w i t hd r a wal . S e e i nfor m at i on on r e tir e me n t ac c o u nt s be l o w. (3 ) By cas h . Please do not mail cash! Q. Will I earn interest on my funds? A. Yes. If you pay by cash, personal check, bank check o r money order, you will earn interest at United Roosevel t Savings Bank’s statement savings rate, which is subject to change at any time and is currently 0.10% per annum, from the date we process your payment until the completion o f the conversion and stock offering. At that time, you will be issued a check f or in t eres t earned on t hese f unds . If yo u pay for shares by authorizing a direct withdrawal from your Uni t ed Roosevel t Savings Bank depo s i t a c coun t (s) , you r funds will continue earning interest within the account a t the contract rate. The interest will remain in your account(s) when the designated withdrawa l is made, upon completion of the conversion and stock offering. Q. Are there limits to how many shares I can order? A. Y e s. T he m ini m u m o r de r i s 25 s ha r e s ( $250 ). T he m a x i m u m nu m be r o f s ha r e s t ha t m a y be pu rc ha s ed by a per s on o r group of persons exercising subscription rights throug h a single deposit account held join t ly is 20,000 share s ($200,000). Additionally, no person or entity, togethe r wi t h any a ss o c ia t e o r g r oup o f pe rs on s a ct ing in c on c e rt , may purchase more than 50,000 shares ($500,000) in al l categories of the stock offering combined. More detail on purchase limits, including the de f inition o f “associate” and “acting in concert”, can be found in th e Prospectus section entitled “The Conversion and Stoc k Offering — Limitations on Common Stock Purchases”.

 

 

Q. May I use my U n ited Ro o sevelt Savi n gs Bank i n d i vi d ua l retirement account (“IRA”) to purchase shares? A. It’s possible to use funds currently held in retiremen t accounts with United Roosevelt Savings Bank. However , before you place your stock order, the funds you wish to us e must be transferred to a self - directed retirement accoun t main t ained by an independen t t rus t ee or c us t odian , s uc h as a brokerage f irm. If you are interested in using IRA o r any other retirement funds held at United Roosevelt Saving s Bank or elsewhere, please call our Stock Information Cente r for guidance as soon as possible but in no event late r than two weeks before the [ ] offering deadline. You r ability to use such funds for this purchase may depend on time constraints, because this type of purchase require s additional processing time, and may be subject to limitation s imposed by the institution where the funds are held. Q. May I use a loan from United Roosevelt Savings Bank to pay for shares? A. No. United Roosevelt Savings Bank, by regulation, ma y not extend a loan for the purchase of URSB Bancorp, Inc. common stock in the stock offering. Similarly, you may not use existing United Roosevelt Savings Bank line of credit checks to purchase stock in the stock offering. Q. May I change my mind after I place an order to subscrib e for stock? A. No. Af t er receip t , your execu t ed Stock O rder Form canno t be modified or revoked without our consent or unless the offering is terminated or is extended beyond [ ] or the number of shares of common stock to be sold is increase d to more than 2,314,375 shares or decreased to less than 1,487, 5 00 s hares. Q. Are directors and executive of f icers of United Roosevel t Savings Bank planning to purchase stock? A. Yes! Directors and executive of f icers, together with thei r associates, are expected to subscribe for an aggregate of [ ] shares ([ ] ) or approximately [ ] of the shares to be sold in the stock offering at the minimum of the offerin g range. Q. Will the common stock be insured? A. No . Like any common s t ock , URSB Bancorp , I nc . ’s commo n stock will not be insured by the Federal Deposit Insurance Corporation or any other government agency. Q. Will dividends be paid on the stock? A. Following completion of the conversion and stock offering, URSB Bancorp, Inc.’s board o f direc t ors will have th e authority to declare dividends on the common stock . However , no decision has been made wi t h respec t t o t h e payment of dividends. The payment and amount of an y dividend payments will depend upon a number of factors , i ncl ud i ng t h e f oll o win g: re g u la t o ry c ap ita l r eq u i r e m e nts ; our financial condition and results of operations; ta x considera t ions ; s t a t u t ory and regulatory limi t a t ions ; an d general economic conditions. Q. How will the shares of URSB Bancorp, Inc. trade? A. We anticipate that the common stock will be quoted on th e OT C Q B Marke t . Once the shares have begun trading, yo u m a y c o ntac t a f irm o f f e ring inve s t m e nt se r vi ce s i n o r der t o b u y o r se l l URS B Bancorp , I n c . co m mo n s t o c k. Q. If I purchase shares in the stock offering, when will I receive my shares? A. All s h ar e s o f URSB Bancor p, I n c. c om m on st o ck s o l d i n the stock offering will be issued in book - entry form on th e books of our transfer agent, through the Direct Registration System. Paper stock certificates will not be issued. As soon as practicable after completion of the conversion and stock offering, our transfer agent will send, by f irst class mail, a statement evidencing your stock ownership. WHERE TO GET MORE INFORMATION Q. How can I get more information? A. For more information, refer to the enclosed Prospectus o r call our Stock Information Center, at [ ] , from 10:00 a.m. t o 5 : 00 p .m., E as t e r n T i m e , Monda y t h r ough F rida y. T h e Stock Information Center will be closed on bank holidays. Thi s b r o c hu re i s n e i t h er a n o ffer t o se ll no r a s oli c i tat ion o f an offer to buy shares of common stock. The offer is made only by the Prospectus when accompanied by a stoc k order form. The shares of common stock being offere d by the Prospectus are not deposits or savings account s and are not insured by the Federal Deposit Insuranc e Corporation or any other government agency.

 

 

IMPORTANT NOTICE THIS PACKAGE INCLUDES PROXY CARD(S) REQUIRING YOUR PROMPT VOTE. IF MORE THAN ONE PROXY CARD IS ENCLOSED, PLEASE VOTE EACH CARD. THERE ARE NO DUPLICATE CARDS! THANK YOU! URSB - PF