Seguimos plenamente comprometidos con nuestra tradición de banca mutual y con nuestra misión centrada en la comunidad. Al celebrar 175 años de servicio, reconocemos que el sector bancario sigue evolucionando. Esta reorganización tiene como objetivo preparar a Ulster Savings Bank para los próximos 175 años, brindándole mayor flexibilidad, una gobernanza más sólida y oportunidades adicionales de crecimiento, al tiempo que se conserva nuestra forma de organización mutual.
Ulster Savings Bank is proposing to reorganize into a Mutual Holding Company (MHC) structure. Under this structure:
- A newly formed Mutual Holding Company will become the parent holding company for Ulster Savings Bank.
- The Mutual Holding Company will not have any stockholders and will be organized in the mutual form.
- Ulster Savings Bank will become a New York State-chartered stock savings bank.
- The Mutual Holding Company will own 100% of the Bank's stock.
- No stock will be sold to depositors, employees, directors, or the public in connection with the reorganization transaction.
The reorganization provides several important benefits:
Enhanced Corporate Governance - Today, our subsidiaries are owned directly through the bank. Under a holding company structure, the Bank and its subsidiaries could operate under a common parent organization. This structure creates a clearer separation between the bank and its affiliated businesses, strengthening governance and organizational oversight.
Greater Strategic Flexibility - Certain activities available to competitor institutions are not available under our current charter. A Mutual Holding Company structure provides opportunities to pursue new business activities and better compete in a changing financial services environment.
Additional Funding Options - The Bank remains strong, profitable, and well-capitalized. We do not need additional capital today. However, the reorganization creates current flexibility for future needs by establishing a pathway to access capital or other funding options if needed to support growth opportunities, acquisitions, or future economic conditions. Think of it as creating additional options for the future while maintaining our strong financial position today.
Q: Is the bank being sold or going public?
A: No. Ulster Savings Bank is not being sold, merging with another institution, or conducting a public stock offering. The proposed reorganization preserves our mutual organizational structure while providing additional flexibility for the future. Importantly, no stock will be sold to depositors or the public as part of this transaction. The Mutual Holding Company will own 100% of the Bank.
Q: Is the bank in financial trouble?
A: Absolutely not. Ulster Savings Bank remains financially strong, well-capitalized, and profitable, with nearly $1.4 billion in assets as of August 2026. This reorganization is being pursued from a position of strength, not necessity. It is a proactive step designed to position the Bank for long-term success as banking continues to evolve.
Q: Why am I hearing about this through a newspaper or public notice?
A: Banking regulations require specific public notices and filings before direct communication regarding the proposal can occur. As the process moves forward, eligible depositors will receive detailed information, including a formal proxy statement explaining the proposal and voting procedures.
Q: Why is the bank making this change?
A: The Board of Trustees believes this structure best supports the Bank's long-term independence and continued commitment to the communities we serve. The reorganization will:
- Support future growth opportunities
- Provide greater financial and strategic flexibility
- Enhance corporate governance
- Help maintain our independence
- Preserve our community-focused mission
The Mutual Holding Company structure allows us to gain many of the advantages available to stock institutions while preserving our mutual form of organization.
Q: Who makes the final decision?
A: Although the Board of Trustees has unanimously approved the plan, eligible depositors must also approve it. Because Ulster Savings Bank is a mutual institution, qualifying depositors have voting rights and will have the opportunity to vote on the proposal. To be eligible, a depositor must have maintained at least $100 on deposit as of September 21, 2026.
Q: How can I vote?
A: Eligible depositors will receive a proxy statement in early October 2026 with complete voting instructions. You can vote now until November 18, 2026 in the following ways:
- POR TELÉFONO AL - Número de teléfono Phone Number (844) 254-8899 - Have the Proxy Card you received by mail in hand when you access the telephone voting system. Se le pedirá que ingrese su número de control de 12 dígitos, que se encuentra en el recuadro sombreado de arriba. Cada tarjeta de delegación de voto tiene un número de control único.
- POR CORREO - Marque, firme y feche su tarjeta de delegación de voto y envíela en el sobre de respuesta con franqueo pagado que se le proporcionó.
- EN LÍNEA - ULST.laurelhill.com Use Internet para votar su delegación de voto. Tenga a la mano su tarjeta de delegación de voto cuando ingrese al sitio web. Se le pedirá que ingrese su número de control de 12 dígitos, que se encuentra en el recuadro sombreado de arriba. Cada tarjeta de delegación de voto tiene un número de control único.
- EN PERSONA - Puede entregar sus tarjetas de delegación de voto firmadas en cualquier sucursal de Ulster Savings Bank durante el horario habitual de atención. También puede votar en persona en la Reunión Extraordinaria de Depositantes que se llevará a cabo el miércoles 18 de noviembre de 2026, a las 6 p. m., en la sede principal del banco, ubicada en 180 Schwenk Drive, Kingston.
Q: How many votes do I have?
A: Eligible depositors receive:
- One vote for every $100 on deposit as of September 21, 2026
- Up to a maximum of 1,000 votes
Complete voting details will be included in the proxy materials.
Important: If an eligible depositor does not vote, it has the same practical effect as voting against the proposal under the regulatory approval requirements. We encourage all eligible depositors to participate and vote.
Q: How will this affect me or my accounts?
A: For customers, there will be no change.
- Your accounts remain the same.
- Your account numbers remain the same.
- FDIC insurance coverage remains unchanged.
- Existing products and services continue as normal.
- Ulster Savings Bank will continue operating under the same name.
This reorganization affects the institution's corporate structure, not customers' day-to-day banking relationship.
Q: Who oversees this process?
A: The reorganization requires regulatory review and approval, including the approval of the:
- Federal Reserve Board
- New York State Department of Financial Services (NYSDFS)
- Federal Deposit Insurance Corporation (FDIC)
- All of these approvals have been received
In addition to these regulatory approvals, eligible depositors of the Bank must approve the reorganization at a special meeting of depositors that will be held on November 18, 2026.
Q: Who regulates the Mutual Holding Company?
A: The Mutual Holding Company will be regulated by:
- Federal Reserve Board
- New York State Department of Financial Services (NYSDFS)
Q: Will directors, officers, or employees personally benefit from this reorganization?
A: No. No one is receiving stock and insiders will not receive any personal benefits as a result of the reorganization. This transaction is being pursued to strengthen the institution's long-term future, not to create personal financial gain for insiders. To this end, the organizational and governance documents of the Mutual Holding Company and Ulster Savings Bank, in stock form, include non-enrichment provisions that eliminate conflicts of interest and further align the interests of our trustees and depositors. Members of the Board of Trustees, senior management, and employees will receive no special financial benefit as a result of the reorganization.
Q: I am a loan customer. Why can't I vote?
A: Under applicable law, the depositors of mutual savings banks are afforded voting rights in very limited situations because their deposit accounts provide the institution's capital base. While loan customers are of course valued members of the Ulster Savings Bank family, liquidation rights and, in limited situations, voting rights in a mutual savings bank are governed by appliable law, which does not afford voting rights to borrowers in connection with the reorganization transaction.
Q: Who will own Ulster Savings Bank after the reorganization?
A: The new structure does not change our fundamental mutual form of organization. The Mutual Holding Company will own 100% of the Bank, and the Mutual Holding Company will exist as a mutual entity, just as the Bank is today.
Q: Will depositors lose any rights?
A: No. Eligible depositors will continue to maintain their existing liquidation interest in the Bank interests through the Mutual Holding Company and their voting rights, in very limited situations, under applicable law. This reorganization changes the corporate structure, not the fundamental mutual form of organization of the institution.
Q: Will the Board of Trustees remain in place?
A: Yes. The leadership, governance, and oversight of the organization will remain substantially the same. The Mutual Holding Company will have its own Board, which will be comprised of the same individuals who currently serve as trustees of the Bank, and the Bank will continue to be governed by experienced local leaders committed to our communities and customers. Customers should expect continuity in leadership, strategy, and mission.
Q: Will local decision-making remain in the Hudson Valley?
A: Yes. One of the primary reasons for pursuing this restructuring is to help preserve Ulster Savings Bank's independence and ability to make decisions locally. The Bank remains committed to serving the Hudson Valley and maintaining local leadership focused on the needs of our communities.
Q: Does this mean the Bank could be sold in the future?
A: No sale is being contemplated as part of this transaction. The purpose of this reorganization is to strengthen the Bank's independence and provide additional flexibility for future growth. Any future transaction would require separate regulatory approvals and, depending on the circumstances, additional approvals from depositors and other stakeholders. This proposal itself is not a sale, merger, or acquisition.
Q: Is this the first step toward becoming a fully public company?
A: No. This transaction does not involve a public stock offering and no stock is being sold. The Mutual Holding Company will own all of the Bank's stock following the reorganization. Any future change to that ownership structure would require a separate process, additional regulatory approvals, and would be subject to legal requirements in effect at that time. The completion of the reorganization does not, in any way, obligate the Mutual Holding Company or the Bank to become a public company in the future.
Q: Why not simply remain a mutual savings bank?
A: The Board carefully evaluated that option. While the Bank’s current organizational structure has served the Bank well for nearly 175 years, the financial services industry continues to evolve. The Mutual Holding Company structure provides additional strategic, governance, and financial flexibility while preserving our mutual form of organization and community focus. The Board believes this approach offers the best balance between honoring our heritage and preparing for the future.
Q: What risks are associated with not making this change?
A: Remaining under our current structure could limit future flexibility compared to competitors that operate under holding company structures. The proposed reorganization positions the Bank to respond more effectively to future opportunities, industry changes, competitive pressures, and evolving customer needs. The Board believes this structure better supports the long-term strength and independence of the organization.
Q: Could this change affect the safety of my deposits?
A: No. Your deposits will remain FDIC insured, subject to applicable limits, and the Bank will continue to be regulated by federal and state banking regulators. The reorganization does not reduce the safety or security of customer deposits.
Q: Does this create additional financial risk for the Bank?
A: No. The Bank will continue to operate under the same regulatory capital, safety-and-soundness, and risk management requirements that apply today. In fact, the holding company structure can provide additional flexibility to manage risk, raise future capital (if needed), and support the long-term stability of the organization.
Q: Could the Mutual Holding Company borrow money and put the Bank at risk?
A: The Mutual Holding Company would be subject to comprehensive regulatory oversight and prudent financial management standards. Any future borrowing activity would be evaluated carefully by management, the Board, and regulators to ensure it supports the long-term strength of the organization. The purpose of having this flexibility is to create options, not to increase risk.
Q: Will customer service, branches, or employees be affected?
A: No changes are planned. Customers will continue banking with the same people, at the same branches, using the same products and services. The reorganization is a corporate restructuring designed to strengthen the organization for the future. It is not a workforce reduction or branch consolidation initiative.
Q: Why is management recommending a "FOR" vote?
A: The Board of Trustees unanimously believes this proposal is in the best long-term interests of the Bank, its customers, employees, and communities. The reorganization preserves our mutual form of organization while providing greater flexibility to compete, grow, and remain independent for future generations. For these reasons, the Board unanimously recommends that eligible depositors vote FOR the proposal.
Q: Who is Community Bancorp, MHC?
A: That is the corporate name of our new proposed mutual holding company.
Q: What will happen with the bank if this proposal fails? Is the bank solvent enough to survive?
A: Ulster Savings Bank is strong and, if the proposal is not approved by depositors, we will continue to operate in our current corporate structure. However, if the reorganization is not completed, we would not receive the anticipated benefits of the transaction, including the greater flexibility, stronger governance, and additional opportunities for growth available to us in the Mutual Holding Company structure.