Narragansett Bancorp issues 55% stake in reorganization

Narragansett Financial Corporation stated it intends to exercise majority-stockholder rights and reported sole voting and dispositive power.

Accepted by SEC EDGAR 11/02/2026 - 04:04 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Narragansett Bancorp, Inc. issued 11,638,000 shares of common stock to Narragansett Financial Corporation in connection with the reorganization of BayCoast Bank and Narragansett Financial Corporation into a two-tier mutual holding company form of organization. The reorganization became effective November 2, 2026, and Narragansett Financial Corporation paid no cash consideration.

As of November 2, 2026, Narragansett Financial Corporation directly and beneficially owned those shares, equal to 55.0% of NARA’s issued and outstanding common stock, with sole voting and dispositive power. It stated that it intends to exercise its rights as majority stockholder and currently has no plans or proposals for the listed corporate actions.

Key Figures

Common shares issued: 11,638,000 shares Beneficial ownership: 55.0% Reorganization effective date: November 2, 2026 +1 more

4 metrics

Common shares issued 11,638,000 shares Issued to Narragansett Financial Corporation on November 2, 2026

Beneficial ownership 55.0% Share of issued and outstanding common stock as of November 2, 2026

Reorganization effective date November 2, 2026 Effective date of the reorganization

Transaction look-back period 60 days No other transaction in the issuer’s common stock by the reporting person during the past 60 days

Key Terms

two-tier mutual holding company form of organization, beneficially owned, sole power to dispose, issued and outstanding shares

4 terms

two-tier mutual holding company form of organization technical

"into the two-tier mutual holding company form of organization"

beneficially owned regulatory

"directly and beneficially owned 11,638,000 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole power to dispose regulatory

"has the sole power to dispose of the shares"

issued and outstanding shares financial

"55.0% of the issued and outstanding shares"

The total number of shares a company has issued and that are currently held by investors, excluding any shares the company has bought back and kept in its treasury. Investors use this count like the number of slices in a pie to calculate market value per share, ownership percentages and per-share metrics such as earnings per share, so it directly affects how the company’s value and each shareholder’s stake are measured.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NARA shares did Narragansett Financial Corporation receive?

Narragansett Bancorp, Inc. issued 11,638,000 common shares to Narragansett Financial Corporation on November 2, 2026, in connection with the reorganization. The recipient paid no cash consideration.

What percentage of NARA did Narragansett Financial Corporation own?

As of November 2, 2026, Narragansett Financial Corporation directly and beneficially owned 55.0% of Narragansett Bancorp, Inc.’s issued and outstanding common stock, with sole voting and dispositive power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Narragansett Bancorp, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

630917102

(CUSIP Number)

Marie Pellegrino
330 Swansea Mall Drive,
Swansea, MA, 02777
2022742007

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 630917102

1

Name of reporting person

Narragansett Financial Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,638,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,638,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,638,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

55.0 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Narragansett Bancorp, Inc.
(c)	Address of Issuer's Principal Executive Offices: 330 Swansea Mall Drive, Swansea, MASSACHUSETTS , 02777.
Item 2.	Identity and Background
(a)	Narragansett Financial Corporation
(b)	330 Swansea Mall Drive Swansea, Massachusetts 02777
(c)	Maria L. Aguiar; Trustee; Retired Certified Public Accountant Nicholas M. Christ; Chair and Chief Executive Officer; Banker Gail M. Fortes; Trustee; Banker Paul M. Joncas; Trustee; President, Meganet Communications Steven W. Kenyon; Trustee and Clerk; Vice President of Administration & Finance, Bristol Community College Brian LeComte; Trustee; President and Chief Operating Officer, Gold Medal Bakery, Inc. Eric B. Mack; Trustee; Attorney and Shareholder, Littler Mendleson P.C. Margaret Patricio; Trustee; Assistant Treasurer and Director, Boston Consulting Group Marie Pellegrino; President; Banker Mary Louise Nunes; Trustee; Managing Member, Nunes & Charrier, LLC Carl W. Taber; Trustee; Banker James F. Wallace; Trustee; Retired Bank Executive Lawrence R. Walsh; Trustee; Retired manufacturing company executive Diana Taxiera; Executive Vice President, Chief Financial Officer and Treasurer; Banker
(d)	During the past five years, neither the Reporting Person nor any of the Insiders has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, neither the Reporting Person nor any of the Insiders has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f)	All Insiders are U.S. citizens.
Item 3.	Source and Amount of Funds or Other Consideration
	On November 2, 2026, the Issuer issued 11,638,000 shares of its Common Stock to the Reporting Person in connection with the reorganization of BayCoast Bank and the Reporting Person into the two-tier mutual holding company form of organization. The reorganization was effective November 2, 2026. No cash consideration was paid by the Reporting Person.
Item 4.	Purpose of Transaction
	While the Reporting Person intends to exercise its rights as majority stockholder of the Issuer, neither the Reporting Person nor any of the Insiders currently has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. In the future, the Reporting Person and/or the Insiders may determine to purchase additional shares of the Issuer's Common Stock (or other securities of the Issuer) and/or the Reporting Person and/or the Insiders may determine to sell shares of the Issuer's Common Stock. Any such determination will depend on a number of factors, including market prices, the Issuer's prospects and alternative investments.
Item 5.	Interest in Securities of the Issuer
(a)	As of November 2, 2026, the Reporting Person directly and beneficially owned 11,638,000 shares of the Issuer's Common Stock, which represented 55.0% of the issued and outstanding shares of Issuer's Common Stock on that date.
(b)	The Reporting Person has the sole power to vote and the sole power to dispose of the shares of the Issuer's Common Stock that it owns.
(c)	Other than the issuance of the shares of the Issuer's Common Stock to the Reporting Person on November 2, 2026, the Reporting Person has not affected any transaction in the Issuer's Common Stock within the past 60 days.
(d)	No person or entity other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer's Common Stock reported in this Schedule.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As of the date of this Schedule, neither the Reporting Person nor any of the Insiders is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Issuer's Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Issuer's Common Stock.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Narragansett Financial Corporation

Signature:	/s/ Marie Pellegrino
Name/Title:	President
Date:	11/02/2026