The Parties: River Run Bancorp, MHC / River Run Bancorp, Inc. / Newburyport Five Cents Savings Bank / Pentucket Bank
River Run MHC is a Massachusetts-chartered mutual holding company subject to regulation by the Board and the Massachusetts Division of Banks (Division). River Run MHC, formerly operating as Newburyport Five Cents Bancorp, MHC, was formed in 2011 and was renamed in 2023 pursuant to the merger of Newburyport Five Cents Bancorp, MHC and Pentucket Bank Holdings, MHC (the Newburyport-Pentucket Merger). River Run MHC’s principal asset is 100% of the outstanding capital stock of River Run Inc., its sole direct subsidiary. As of December 31, 2024, River Run MHC had consolidated assets of approximately $2.98 billion.
River Run Inc., a Maryland corporation, is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (BHC Act). River Run Inc. was also formed in 2011 and renamed in 2023 pursuant to the Newburyport-Pentucket Merger. River Run Inc.’s principal assets are 100% of the outstanding capital stock of each of Newburyport Bank and Pentucket Bank. River Run Inc. has one direct nonbank subsidiary: River Run Services, LLC, which provides administrative, operational, and back-office support to the subsidiary banks of River Run MHC.
Newburyport Bank, chartered in 1854, is a Massachusetts-chartered stock savings bank with its main office in Newburyport, Massachusetts. The deposits of Newburyport Bank are insured by the Federal Deposit Insurance Corporation (FDIC) to the maximum extent permitted by law and by the Depositors Insurance Fund (DIF) for any amounts in excess of FDIC deposit insurance limits. Newburyport Bank has twelve banking offices in Northeast Massachusetts and Southeast New Hampshire. As of December 31, 2024, Newburyport Bank had consolidated assets of approximately $1.66 billion and total deposits of approximately $1.32 billion. Newburyport Bank has two direct nonbank subsidiaries: Newburyport Five Securities Corporation I and Newburyport Five Securities Corporation II.
Pentucket Bank, chartered in 1891, is a Massachusetts-chartered stock savings bank with its main office in Haverhill, Massachusetts. The deposits of Pentucket Bank are insured by the FDIC to the maximum extent permitted by law and by the DIF for any amounts in excess of FDIC deposit insurance limits. Pentucket Bank has six banking offices in Northeast Massachusetts and Southeast New Hampshire serving its customers with a full array of consumer and business banking products. As of December 31, 2024, Pentucket Bank had consolidated assets of approximately $1.08 billion and total deposits of approximately $838.98 million.
Rollstone Bancorp, MHC / Rollstone Bank & Trust
Rollstone MHC is a mutual holding company registered as a federal savings and loan holding company under the Home Owners Loan Act of 1933. Rollstone MHC was formed in 2011. Rollstone MHC has its corporate offices in Fitchburg, Massachusetts. Rollstone MHC’s principal asset is 100% of the outstanding capital stock of Rollstone Bank, its sole subsidiary. As of December 31, 2024, Rollstone MHC had consolidated assets of approximately $936.74 million.
Rollstone Bank is a federal savings bank with its main office in Fitchburg, Massachusetts. Rollstone Bank was originally chartered as a Massachusetts state-chartered mutual savings bank in 1841. The bank converted into a federal savings bank in 1983. In 2011, Rollstone Bank reorganized into a mutual holding company structure, pursuant to which Rollstone Bank became a federal stock savings bank and a wholly-owned subsidiary of Rollstone MHC. As a federal savings bank, Rollstone Bank’s primary federal regulator is the Office of the Comptroller of the Currency (OCC). The deposits of Rollstone Bank are insured by the FDIC to the maximum extent permitted by law and by the DIF for any amounts in excess of FDIC deposit insurance limits. Although operating under a federal savings bank charter, Rollstone Bank was able to petition the DIF for membership in the excess insurance fund due to the bank’s prior status as a member state-chartered bank before converting to the federal savings bank charter. Rollstone Bank has seven banking offices in North Central Massachusetts serving its customers with a full array of consumer and business banking products and trust services. Additionally, Rollstone Bank has one office offering mortgage and loan services. As of December 31, 2024, Rollstone Bank had consolidated assets of approximately $932.74 million and total deposits of $694.31 million.
Rollstone Bank has four direct nonbank subsidiaries: Main Street Realty Holdings, Inc., a Massachusetts corporation established as an Other Real Estate Owned subsidiary (OREO), Main Street Securities Corporation, Rollstone Securities Corporation, and Wealth Management Realty Corporation, a Massachusetts corporation through which Rollstone Bank holds certain Rollstone Bank real estate.
Competition
Rollstone MHC is a mutual holding company registered as a federal savings and loan holding company under the Home Owners Loan Act of 1933. Rollstone MHC was formed in 2011. Rollstone MHC has its corporate offices in Fitchburg, Massachusetts. Rollstone MHC’s principal asset is 100% of the outstanding capital stock of Rollstone Bank, its sole subsidiary. As of December 31, 2024, Rollstone MHC had consolidated assets of approximately $936.74 million.
Rollstone Bank is a federal savings bank with its main office in Fitchburg, Massachusetts. Rollstone Bank was originally chartered as a Massachusetts state-chartered mutual savings bank in 1841. The bank converted into a federal savings bank in 1983. In 2011, Rollstone Bank reorganized into a mutual holding company structure, pursuant to which Rollstone Bank became a federal stock savings bank and a wholly-owned subsidiary of Rollstone MHC. As a federal savings bank, Rollstone Bank’s primary federal regulator is the Office of the Comptroller of the Currency (OCC). The deposits of Rollstone Bank are insured by the FDIC to the maximum extent permitted by law and by the DIF for any amounts in excess of FDIC deposit insurance limits. Although operating under a federal savings bank charter, Rollstone Bank was able to petition the DIF for membership in the excess insurance fund due to the bank’s prior status as a member state-chartered bank before converting to the federal savings bank charter. Rollstone Bank has seven banking offices in North Central Massachusetts serving its customers with a full array of consumer and business banking products and trust services. Additionally, Rollstone Bank has one office offering mortgage and loan services. As of December 31, 2024, Rollstone Bank had consolidated assets of approximately $932.74 million and total deposits of $694.31 million.
Rollstone Bank has four direct nonbank subsidiaries: Main Street Realty Holdings, Inc., a Massachusetts corporation established as an Other Real Estate Owned subsidiary (OREO), Main Street Securities Corporation, Rollstone Securities Corporation, and Wealth Management Realty Corporation, a Massachusetts corporation through which Rollstone Bank holds certain Rollstone Bank real estate.
Public Convenience and Advantage
The Board also considered whether public convenience and advantage will be promoted by this transaction. The Petitioners represent that the Proposed Transaction will promote public convenience and advantage in several aspects. River Run MHC has developed efficiencies by consolidating administrative, operational, and back-office functions and systems in River Run Services. Such efficiencies are expected to improve the financial condition of Rollstone Bank over time by more than what it could expect to realize by continuing to operate by itself. Over the long term, such savings can be invested in technology, new products and services, enhanced operational capabilities and the communities served by Rollstone Bank. By joining River Run MHC, Rollstone Bank will have opportunities to invest in developing its products and services for its customers across North Central Massachusetts under a sustainable, independent, and full-service mutual community banking partnership. Following the Proposed Transaction, River Run MHC expects to add certain lending products currently offered by Newburyport Bank and Pentucket Bank to the products offered by Rollstone Bank, including heat loans, closed-end home equity loans, and residential bridge loans. New products and services may include certain additional lending products and the addition of interactive teller machines, or “ITMs”, to select Rollstone Bank locations, small business online deposit account opening, and the expansion of the Service Center for customers of Rollstone Bank. Further, as a part of a larger organization, Rollstone Bank may also be able to better attract top talented employees. Thus, the Proposed Transaction will permit Rollstone Bank to better serve its communities while maintaining its independence with the resources and efficiencies offered by joining River Run MHC’s organization.
The Board has also considered the Petitioner’s analysis of “net new benefits” related to the transaction with respect to the statutory criteria. The term includes initial capital investments, job creation plans, consumer and business services, and commitments to maintain and open branch offices, among other factors. As noted in their application, following the Proposed Transaction each bank will continue to offer all of their respective current products and services from their current office locations. Over time, as a result of the Proposed Transaction, certain commercial, business, and consumer products and services currently offered by Newburyport Bank and Pentucket Bank may be added to the products offered by Rollstone Bank. Such products and services may include heat loans, closed-end home equity loans, residential bridge loans, checking account overdraft lines of credit, municipal loans, and commercial real estate swap loans. Newburyport Bank and Pentucket Bank also each currently offer online small business loan application services to their respective business customers. By utilizing the same lending platforms as Newburyport Bank and Pentucket Bank, Rollstone Bank expects to create efficiencies while minimizing costs, which will allow Rollstone Bank to offer such enhanced products and new financial service offerings over time to benefit both retail and small business customers of Rollstone Bank. River Run MHC is committed to retaining existing customer facing employees of Rollstone Bank, such as tellers, customer service representatives, lenders, branch managers, trust officers and commercial bankers. Over time, future job growth may result from the anticipated growth of Rollstone Bank’s operations as part of a larger organization. As a result of the Proposed Transaction, each of Rollstone Bank, Newburyport Bank, and Pentucket Bank will be better positioned and more able to invest in additional products and services.
Related to the issue of public convenience and advantage is the record of CRA performance by the subsidiary banks of the parties to this transaction. Such a review for a state-chartered bank includes examination by personnel of the Division. A publicly available descriptive rating and evaluation by a federal or other state bank regulatory agency may also be considered. The Board notes that Newburyport Bank received a “Satisfactory” rating in its most recent CRA evaluation conducted jointly by the Division and the FDIC as of November 29, 2021; Pentucket Bank received a “Satisfactory” rating in its most recent CRA evaluation conducted jointly by the Division and the FDIC as of March 24, 2022; and Rollstone Bank received a “Satisfactory” rating in its most recent evaluation conducted by the OCC on September 25, 2023. Accordingly, the Board’s review of factors related to public convenience and advantage are supportive of approval.
The financial and managerial aspects of any transaction are a significant consideration of the Board, as they may affect the continuing holding company’s ability to serve the banking public, to actively compete with other financial institutions, and to maintain the capital ratio standards of a safe and sound institution. As a mutual holding company merger, there will be no monetary consideration for the Proposed Transaction, and the three subsidiary banks will continue to be well-capitalized after consummation. The Petitioners have provided a draft opinion of tax counsel asserting that the transaction will be exempt from state and federal taxation at the entity level and that there will be no gain or loss recognized for federal income tax purposes. Existing corporators of River Run MHC immediately prior to consummation of the Proposed Transaction will continue serving as corporators of River Run MHC upon the consummation of the Proposed Transaction. Additionally, the sixteen individuals who currently serve as members of the Boards of Directors and as senior officers of Rollstone MHC and Rollstone Bank will be elected to serve as corporators of River Run MHC, subject to the consummation of the Proposed Transaction. Additionally, River Run MHC will create four additional seats on the Board of Trustees for current members of the Board of Directors of Rollstone MHC (the Rollstone Trustees). Following the Proposed Transaction, the Board of Directors of River Run Inc. will have the same membership as the Board of Trustees of River Run MHC. The membership of the Boards of Directors of Newburyport Bank, Pentucket Bank, and Rollstone Bank will remain the same following the Proposed Transaction, and each director will continue to serve out their remaining terms of office. The officers of River Run MHC will remain the same following the Proposed Transaction, and each officer will continue to serve in the same office with the same title as immediately prior to the Proposed Transaction. The officers of Newburyport Bank and Pentucket Bank will remain the same following the Proposed Transaction, and each officer will continue to serve in the same office with the same title as immediately prior to the Proposed Transaction. The Board’s consideration of the financial and managerial aspects of the Proposed Transaction support its approval.
Conclusion
The application, supporting documents, the testimony received at the public hearing, as well as additional information submitted, have established a complete record on this petition which has been reviewed in accordance with statutory provisions and policies of the Board. Based on the record of this matter considered in light of all relevant statutory and administrative requirements, the Board finds that public convenience and advantage will be promoted, that competition among banking institutions will not be unreasonably affected, and that the record of performance under CRA by the subsidiary banks involved in this transaction are consistent with its approval. Having considered the record established on this application, the Board finds that the applicable statutory and administrative criteria have been met. In accordance with the findings expressed herein and pursuant to the statutory authority cited herein, the Board hereby approves the petition and authorizes River Run MHC to acquire Rollstone MHC and to directly own and control its wholly-owned depository institution subsidiary, Rollstone Bank & Trust, provided that: (1) the transaction shall not be consummated until all necessary additional regulatory approvals have been obtained; and (2) the transaction is completed within one year of the date of this Decision.
Board of Bank Incorporation
Mary L. Gallagher, Commissioner of Banks
Deborah B. Goldberg, Treasurer and Receiver-General
Brett Goldberg, Designee of the Commissioner of Revenue
Date: April 7, 2025
