Narragansett Bancorp completes 9.1M-share offering
The offering was oversubscribed by Bank depositors, and valid subscription orders were filled under prospectus purchase limits and proration methods.
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Form Type
8-K
Rhea-AI Filing Summary
Narragansett Bancorp, Inc. completed the two-tier holding company reorganization involving BayCoast Bank and Narragansett Financial Corporation and its related stock offering on November 2, 2026. It sold 9,098,800 shares, including 761,760 shares sold to the Bank’s Employee Stock Ownership Plan. The company also issued 11,638,000 shares to Narragansett Financial Corporation and 423,200 shares to BayCoast Charitable Foundation, Inc.; it reported 21,160,000 shares issued and outstanding after the transaction.
The offering was oversubscribed by BayCoast Bank depositors as of May 31, 2025, and valid subscription orders were filled under the purchase limitations and proration methods in the prospectus dated August 11, 2026. Common stock was expected to begin trading on the Nasdaq Capital Market under NARA on November 2, 2026. Continental Stock Transfer & Trust Company planned to mail Direct Registration System book-entry statements and interest checks on or about November 4, 2026.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Shares sold in stock offering: 9,098,800 shares
Shares sold to Employee Stock Ownership Plan: 761,760 shares
Shares issued to Narragansett Financial Corporation: 11,638,000 shares
+2 more
5 metrics
Shares sold in stock offering
9,098,800 shares
Completed November 2, 2026
Shares sold to Employee Stock Ownership Plan
761,760 shares
Included in shares sold in the stock offering
Shares issued to Narragansett Financial Corporation
11,638,000 shares
Related stock offering and reorganization
Shares issued to BayCoast Charitable Foundation, Inc.
423,200 shares
Related stock offering and reorganization
Shares issued and outstanding
21,160,000 shares
After the transaction
Key Terms
two-tier holding company reorganization, Employee Stock Ownership Plan, Direct Registration System, proration methods
4 terms
two-tier holding company reorganization financial
"completed the Bank’s two-tier holding company reorganization"
Employee Stock Ownership Plan financial
"761,760 shares sold to the Bank’s Employee Stock Ownership Plan"
An employee stock ownership plan (ESOP) is a company-run program that gives workers ownership stakes by allocating or letting them buy company shares, often through a retirement-style account. For investors, ESOPs matter because they align employees’ incentives with company performance—like turning staff into shareholders—which can boost productivity and long-term value but may also concentrate employee retirement savings in company stock, affecting financial risk and share demand.
Direct Registration System technical
"Direct Registration System (“DRS”) book-entry statements"
A direct registration system allows investors to register their ownership of securities directly with the issuing company or its transfer agent, rather than holding shares through a broker or intermediary. This setup gives investors more control over their holdings and simplifies the process of buying or selling shares. It is important because it can reduce costs, increase transparency, and provide a clearer record of ownership.
proration methods financial
"purchase limitations and proration methods disclosed in the Company’s prospectus"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were oversubscribed NARA subscription orders filled?
Valid stock orders received in the subscription offering were filled according to the purchase limitations and proration methods disclosed in the prospectus dated August 11, 2026. The offering was oversubscribed by BayCoast Bank depositors as of May 31, 2025.
When was NARA expected to begin trading?
Narragansett Bancorp common stock was expected to begin trading on the Nasdaq Capital Market under NARA on November 2, 2026.
When were NARA stock statements and interest checks expected to be mailed?
Continental Stock Transfer & Trust Company planned to mail Direct Registration System book-entry statements and interest checks on or about November 4, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2026
(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888 ) 806-2872
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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NARA
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events
On October 29, 2026, BayCoast Bank (the “Bank”) announced the expected closing date of the proposed two-tier holding company reorganization of the Bank and Narragansett Financial Corporation, and related stock offering of Narragansett Bancorp, Inc. (the “Company”).
On November 2, 2026, the Company announced the closing of the two-tier holding company reorganization and related stock offering.
A copy of the press releases are attached as Exhibits 99.1 and 99.2 to this current report, respectively.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Description
99.1
Press Release dated October 29, 2026
99.2
Press Release dated November 2, 2026
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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NARRAGANSETT BANCORP, INC.
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DATE: November 4, 2026
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By:
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/s/ Diana Taxiera
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Diana Taxiera
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Senior Vice President, Chief Financial Officer and Treasurer
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FOR IMMEDIATE RELEASE
Contact:
Marie Pellegrino
President
(508) 675-4346
Narragansett Bancorp, Inc.
Announces Expected Closing Date of
Initial Public Offering
Swansea, Massachusetts; October 29, 2026 – Narragansett Bancorp, Inc. (the “Company”), the proposed holding company for BayCoast Bank (the “Bank”), announced today 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 transaction is expected to close on Monday, November 2, 2026. The Company’s common stock is expected to begin trading on the Nasdaq Capital Market under the symbol “NARA” beginning on Monday, November 2, 2026.
The Company expects to sell 9,098,800 shares of common stock, which includes 761,760 shares to be sold to the Bank’s Employee Stock Ownership Plan, and represents the adjusted maximum of the offering range as disclosed in the Company’s prospectus dated August 11, 2026. The Company will also issue 11,638,000 shares of common stock to Narragansett Financial Corporation, the Company’s mutual holding company, and will issue 423,200 shares of common stock to BayCoast Charitable Foundation, Inc. The Company expects to have 21,160,000 shares of common stock issued and outstanding upon the closing of the transaction.
The stock offering was oversubscribed by depositors of the Bank as of May 31, 2025. Accordingly, valid stock orders received in the subscription offering will be filled according to the purchase limitations and proration methods disclosed in the Company’s prospectus dated August 11, 2026. Persons wishing to confirm their stock orders may do so by contacting the Stock Information Center at (844) 301-2265, beginning Friday, October 30, 2026, at 10:00 a.m., Eastern Time. The Stock Information Center is open between Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, plans to mail Direct Registration System (“DRS”) book-entry statements for the shares purchased in the stock offering, and interest checks, on or about November 4, 2026.
Piper Sandler & Co. acted as marketing agent for the Company in connection with the stock offering. Luse Gorman, PC served as legal counsel to the Company and the Bank in connection with the stock offering. Covington & Burling LLP served as legal counsel to Piper Sandler & Co. in connection with the stock offering.
About BayCoast Bank
Originally chartered in 1851, BayCoast Bank is a Massachusetts-chartered stock savings bank that operates from its 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 in Massachusetts and Rhode Island. BayCoast Bank’s deposits are insured in full beyond federal deposit insurance coverage limits by the Depositors Insurance Fund.
Special Notice Regarding Common Stock
The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Depositors Insurance Fund or any other governmental agency.
Disclosures Concerning Forward Looking Statements
This press release contains certain forward-looking statements about the reorganization and stock offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or words of similar import. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in closing the reorganization and related stock offering; possible unforeseen delays in delivering DRS Book-Entry statements or interest checks; and/or delays in the start of trading due to market disruptions or otherwise.
FOR IMMEDIATE RELEASE
Contact:
Marie Pellegrino
President
(508) 675-4346
Narragansett Bancorp, Inc.
Announces Closing of
Initial Public Offering
Swansea, Massachusetts; November 2, 2026 – Narragansett Bancorp, Inc. (the “Company”), the holding company for BayCoast Bank (the “Bank”), announced today that it has completed the Bank’s two-tier holding company reorganization and the Company’s related stock offering.
The Company’s common stock is expected to begin trading on the Nasdaq Capital Market under the symbol “NARA” beginning on Monday, November 2, 2026.
The Company sold 9,098,800 shares of common stock, which includes 761,760 shares sold to the Bank’s Employee Stock Ownership Plan, and represents the adjusted maximum of the offering range as disclosed in the Company’s prospectus dated August 11, 2026. The Company also issued 11,638,000 shares of common stock to Narragansett Financial Corporation, the Company’s mutual holding company, and issued 423,200 shares of common stock to BayCoast Charitable Foundation, Inc. The Company has 21,160,000 shares of common stock issued and outstanding as a result of the transaction.
The stock offering was oversubscribed by depositors of the Bank as of May 31, 2025. Accordingly, valid stock orders received in the subscription offering were filled according to the purchase limitations and proration methods disclosed in the Company’s prospectus dated August 11, 2026. Persons wishing to confirm their stock orders may do so by contacting the Stock Information Center at (844) 301-2265. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, plans to mail Direct Registration System (“DRS”) book-entry statements for the shares purchased in the stock offering, and interest checks, on or about November 4, 2026.
Piper Sandler & Co. acted as marketing agent for the Company in connection with the stock offering. Luse Gorman, PC served as legal counsel to the Company and the Bank in connection with the stock offering. Covington & Burling LLP served as legal counsel to Piper Sandler & Co. in connection with the stock offering.
About BayCoast Bank
Originally chartered in 1851, BayCoast Bank is a Massachusetts-chartered stock savings bank that operates from its 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 in Massachusetts and Rhode Island. BayCoast Bank’s deposits are insured in full beyond federal deposit insurance coverage limits by the Depositors Insurance Fund.
Special Notice Regarding Common Stock
The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Depositors Insurance Fund or any other governmental agency.
Disclosures Concerning Forward Looking Statements
This press release contains certain forward-looking statements about the reorganization and stock offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or words of similar import. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in delivering DRS Book-Entry statements or interest checks; and/or delays in the start of trading due to market disruptions or otherwise.