Entry Into a Material Definitive

On May 14, 2021, Magyar Bancorp, Inc., a Delaware corporation (the “Company”), Magyar Bancorp, MHC (the “MHC”) and
Magyar Bank entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (“KBW”). KBW will assist in the marketing of the Company’s common stock during the Company’s stock offering in connection with the
MHC’s pending conversion from a mutual holding company to a stock holding company.

For its services in the subscription and
community offering, KBW will receive a success fee equal to 1% of the aggregate purchase price of the shares of the Company’s common stock sold in the subscription offering and 1.5% of the aggregate purchase price of shares sold in the
community offering, excluding shares purchased by the Company’s officers, directors, or employees (or members of their immediate family), including any IRAs for the benefit of such persons, any ESOPs,


or stock-based compensation plans or similar plans, subject to the payment of a minimum success fee of $315,000. If the Company conducts a syndicated community offering, the Company will pay a
transaction fee not to exceed 6.0% of the aggregate purchase price of all shares of common stock sold in the syndicated community offering.

In addition, KBW will receive a fee of $30,000 for conversion agent and data processing records management agent services, as well as a
reimbursement for


expenses and legal expenses related to its marketing services and its conversion agent and data processing records management agent

The shares of common stock are being offered pursuant to a Registration Statement on Form


as amended (Registration

No. 333-254282),

filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 14, 2021.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which
is filed as Exhibit 1.1 hereto and incorporated by reference herein.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.





Agency Agreement dated May 14, 2021


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.






DATE: May 17, 2021





/s/ John S. Fitzgerald




John S. Fitzgerald




President and Chief Executive Officer

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