Form 8-K

8-K — Winchester Bancorp, Inc./MD/

Accession: 0001193125-26-191386

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0002047235

SIC: 6036 (SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wsbk-20260429.htm (Primary)

EX-99.1 (wsbk-ex99_1.htm)

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8-K

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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): April 29, 2026

Winchester Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-42627

33-3361275

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

661 Main Street

Winchester, Massachusetts

01890

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 729-2130

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

WSBK

The Nasdaq Stock Market

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 2.02 Results of Operations and Financial Condition.

On April 29, 2026, Winchester Bancorp, Inc., the holding company for Winchester Savings Bank, issued a press release reporting its financial results for the quarter ended March 31, 2026.

A copy of the press release announcing the results is included as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed "filed" for purposes of section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release dated April 29, 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 thereunto duly authorized.

Winchester Bancorp, Inc.

Date: April 29, 2026

By:

/s/ John A. Carroll

John A. Carroll

President and Chief Executive Officer

EX-99.1

Filename: wsbk-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Winchester Bancorp, Inc.

Announces Results for the Quarter Ended March 31, 2026

Investor Contact

John A. Carroll

President and Chief Executive Officer

IR@WinchesterSavings.com

(781) 729-2130

WINCHESTER, MA, April 29, 2026 - Winchester Bancorp, Inc. (NASDAQ-WSBK) (the "Company"), the holding company for Winchester Savings Bank (the "Bank"), today announced its third quarter 2026 financial results. The Company reported net income of $1.1 million or $0.13 per common share compared to net income of $305,000 for the quarter ended March 31, 2025, an increase of $840,000, or 275.4%, in net income. For the nine months ended March 31, 2026, the Company reported net income of $3.2 million, or $0.36 per common share, as compared to net income of $46,000 for the nine months ended March 31, 2025, an increase of $3.1 million in net income.

“We are extremely pleased with third quarter results, driven by strong loan and deposit growth and continued margin expansion. Loan growth of $40.4 million outpaced deposit growth of $37.4 million as management strategically prioritized growing the loan portfolio in advance of significant payoffs anticipated in the fourth quarter. Our newly established municipal channel continues to generate value and has enabled us to restructure wholesale funding more effectively. Year-over-year, net interest margin expanded by 52 basis points, while return on average assets improved to 0.44%, up from 0.14% in the third quarter of 2025. Net income was $0.13 per common share for the quarter, and the efficiency ratio improved meaningfully to 72.7%, compared to 92.5% in the third quarter of 2025. As we enter the final quarter of our fiscal year, we are pleased to announce the expansion of our branch network with a new location in Wakefield, MA. We remain steadfast in our commitment to delivering shareholder value and are optimistic about the trajectory of our strategic plan as we start our second year as a publicly traded company.” said John A. Carroll, President and Chief Executive Officer.

BALANCE SHEET

Total assets were $1.06 billion at March 31, 2026, representing an increase of $107.7 million, or 11.3%, from June 30, 2025.

•

Cash and cash equivalents were $54.0 million, reflecting a decrease of $1.3 million from June 30, 2025.

•

Net loans were $840.5 million, representing an increase of $89.3 million or 11.9%, from June 30, 2025, as we continue to experience strong loan demand. The main driver of the new growth was in our multifamily and residential portfolios which increased $49.6 million, or 29.8%, and $31.7 million or 8.9%, respectively, since June 30, 2025.

•

Investment securities totaled $124.0 million, representing an increase of $19.5 million, or 34.1%, from June 30, 2025.

•

Deposits totaled $783.7 million, representing an increase of $104.5 million, or 15.4% since June 30, 2025. The increase in deposits was a result of growth of $105.3 million in municipal customer deposits. As a result of the increase in municipal deposits, money market accounts increased $108.7 million. Savings accounts and certificates of deposit have decreased $4.8 million and $4.2 million, respectively, while demand deposit accounts have increased $4.8 million.

•

FHLB borrowings totaled $146.9 million, representing a decrease of $117,000 or 0.1% from $147.0 million at June 30, 2025.

•

Stockholders’ equity was $119.1 million, representing an increase of $3.8 million from $115.4 million, or 3.3% from June 30, 2025. The increase was driven by net income of $3.2 million for the nine months ended March 31, 2026 and a decrease in accumulated other comprehensive loss of $457,000.

Exhibit 99.1

NET INTEREST INCOME

Net interest income was $6.3 million for the quarter ended March 31, 2026, compared to $4.4 million for the quarter ended March 31, 2025, representing an increase of $1.9 million, or 44.0%. Net interest margin expanded by 52 basis points to 2.54% for the quarter ended March 31, 2026 compared to 2.02% for the quarter ended March 31, 2025.

•

The increase in interest income during the quarter ended March 31, 2026 was primarily attributable to the increase in the average balance of loans and investment securities.

•

The decrease in interest expense during the quarter was attributable to the decrease in average rates on interest bearing deposit accounts and a decrease in average borrowings as well as lower borrowing rates.

NON-INTEREST INCOME

Non-interest income was $367,000 for the quarter ended March 31, 2026 compared to $299,000 for the quarter ended March 31, 2025.

NON-INTEREST EXPENSE

Non-interest expense was $4.8 million for the quarter ended March 31, 2026, representing an increase of $524,000 or 12.1% from the quarter ended March 31, 2025 due to a higher reserve for off balance sheet commitments and an increase in data processing and salaries and employee benefits expense.

ASSET QUALITY

Asset quality remains strong. The allowance for credit losses on loans in total and as a percentage of total gross loans as of March 31, 2026 was $4.5 million and 0.54%, compared to $4.1 million and 0.55%, as of June 30, 2025, and $3.6 million and 0.49% as of March 31, 2025.

•

During the quarter ended March 31, 2026, the Company recorded $12,000 of net charge offs compared to net charge offs of $50,000 for the quarter ended March 31, 2025.

•

Non-performing assets totaled $1.7 million, or 0.16% of total assets, as of March 31, 2026, decrease from $1.9 million, or 0.20% of total assets, as of March 31, 2025.

ABOUT WINCHESTER BANCORP, INC.

Winchester Bancorp, Inc. is the mid-tier holding company of Winchester Savings Bank and is the majority owned subsidiary of Winchester Bancorp, MHC. Winchester Savings Bank's mission is to operate and grow a profitable community-oriented financial institution that is dedicated to meeting the banking needs of individuals and small businesses in the communities in which it operates.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which can be identified by the use of words such as "estimate," "project," "believe," "intend," "anticipate," "assume," "plan," "seek," "expect," "will," "may," "should," "indicate," "would," "contemplate," "continue," "target" and words of similar meaning. These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, demand for loan products, deposit flows, changes in the interest rate environment, the effects of inflation, general economic conditions (including potential recessionary conditions) or conditions within the securities markets, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve Board; changes in the quality, size and composition of our loan and securities portfolios, changes in liquidity, including the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio; changes in asset quality, prepayment speeds, charge-offs and/or credit loss provisions, our ability to access cost-effective funding; the effects of continued U.S. Government shutdown; changes in demand for our

Exhibit 99.1

products and services; legislative, accounting, tax and regulatory changes; the imposition of tariffs or other domestic or international governmental policies; the current or anticipated impact of military conflict, terrorism or other geopolitical events; a failure in or breach of our operational or security systems or infrastructure, including cyberattacks that could adversely affect the Company's financial condition and results of operations and the business in which the Company and the Bank are engaged, the failure to maintain current technologies and the failure to retain or attract employees.

You should not place undue reliance on forward-looking statements. Winchester Bancorp, Inc. undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

Exhibit 99.1

Winchester Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

(Dollars in thousands, except share and per share data)

March 31,

June 30,

2026

2025

Assets

Cash and due from banks

1,532

7,513

Interest-bearing deposits

52,420

47,731

Total cash and cash equivalents

53,952

55,244

Securities available for sale, at fair value

65,204

47,299

Securities held to maturity, at amortized cost

58,784

57,211

Federal Home Loan Bank stock, at cost

6,208

6,278

Loans, net of allowance for credit losses of $4,537 at March 31, 2026

and $4,151 at June 30, 2025

840,544

751,220

Bank owned life insurance

11,280

10,925

Premises and equipment, net

5,714

6,418

Accrued interest receivable

3,620

3,327

Net deferred tax asset

1,081

1,212

Other assets

10,717

10,244

1,057,104

949,378

Liabilities and stockholders' equity

Non-interest-bearing deposits

63,445

55,696

Interest-bearing deposits

720,253

623,486

Federal Home Loan Bank advances

146,883

147,000

Mortgagors’ escrow accounts

1,915

1,756

Accrued expenses and other liabilities

5,464

6,088

Total liabilities

937,960

834,026

Commitments and contingencies

Preferred stock, $.01 par value, 5,000,000 shares authorized, none outstanding

—

Common stock, $.01 par value, 20,000,000 shares authorized, 9,295,376 issued and outstanding as of March 31, 2026 and June 30, 2025

Additional paid-in capital

39,574

39,571

Unearned compensation (ESOP)

(3,195

)

(3,346

)

Retained earnings

83,901

80,720

Accumulated other comprehensive loss

(1,229

)

(1,686

)

Total stockholders' equity

119,144

115,352

Total liabilities and stockholders' equity

1,057,104

949,378

Exhibit 99.1

Winchester Bancorp, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

(Dollars in thousands, except share and per share data)

Three months ended

Nine months ended

March 31,

2026

2025

2026

2025

(In thousands, except share data)

Interest and dividend income:

Interest and fees on loans

10,861

9,479

31,965

27,739

Interest and dividends on securities

1,183

744

3,463

2,266

Interest on federal funds sold and other interest-bearing deposits

472

390

1,439

1,347

Total interest and dividend income

12,516

10,613

36,867

31,352

Interest expense:

Interest on deposits

4,903

4,681

14,449

14,633

Interest on Federal Home Loan Bank advances

1,316

1,559

4,316

4,547

Total interest expense

6,219

6,240

18,765

19,180

Net interest income

6,297

4,373

18,102

12,172

Provision (benefit) for credit losses

325

(21

)

393

1,379

Net interest income, after provision (benefit) for credit losses

5,972

4,394

17,709

10,793

Non-interest income:

Customer service fees

185

167

567

535

Income on bank owned life insurance

117

115

355

351

Loss on available for sale securities, net

—

(317

)

—

Gain (loss) on marketable equity securities, net

—

(71

)

—

152

Gain on sale of loans

—

Miscellaneous

187

150

Total non-interest income

367

299

800

1,188

Non-interest expense:

Salaries and employee benefits

2,659

2,531

8,049

6,967

Occupancy and equipment, net

464

409

1,373

1,199

Data processing

477

356

1,267

1,008

Deposit insurance

165

210

535

638

Marketing and advertising

216

120

544

312

Net periodic pension and post retirement benefit, less service costs

—

(73

)

(723

)

Other general and administrative

864

695

2,652

2,624

Total non-interest expense

4,845

4,321

14,347

12,025

Income (loss) before income taxes

1,494

372

4,162

(44

)

Provision (benefit) for income taxes

349

981

(90

)

Net income

1,145

305

3,181

Share Data:

Average common shares outstanding, basic and diluted

8,973,154

N/A

8,968,996

N/A

Basic and diluted net income per share

0.13

N/A

0.36

N/A

Exhibit 99.1

Winchester Bancorp, Inc. and Subsidiaries

Average Balances and Yields (unaudited)

For the Three Months Ended

March 31, 2026

March 31, 2025

Average

Outstanding

Balance

Interest

Average

Yield/Rate (1)

Average

Outstanding

Balance

Interest

Average

Yield/Rate (1)

(Dollars in thousands)

Interest-earning assets:

Loans

817,314

10,861

5.32

735,256

9,479

5.16

Securities

122,706

1,183

3.86

86,597

744

3.44

Federal funds sold and other interest-bearing deposits

50,683

472

3.73

42,373

390

3.68

Total interest-earning assets

990,703

12,516

5.05

864,226

10,613

4.91

Non-interest-earning assets

43,553

40,668

Allowance for credit losses on loans

(4,410

)

(3,673

)

Total assets

1,029,846

901,221

Interest-bearing liabilities:

NOW and demand deposits

56,575

0.06

54,291

0.03

Savings accounts

153,877

779

2.02

163,830

910

2.22

Money market accounts

206,463

1,593

3.09

108,775

845

3.11

Certificates of deposit

282,681

2,522

3.57

285,692

2,922

4.09

Total interest-bearing deposits

699,596

4,903

2.80

612,588

4,681

3.06

Borrowings

132,152

1,316

3.98

144,429

1,559

4.32

Total interest-bearing liabilities

831,748

6,219

2.99

757,017

6,240

3.30

Other non-interest-bearing liabilities

78,897

63,356

Total liabilities

910,645

820,373

Stockholders' equity

119,201

80,848

Total liabilities and stockholders' equity

1,029,846

901,221

Net interest income

6,297

4,373

Net interest rate spread (2)

2.06

1.61

Net interest-earning assets (3)

158,955

107,209

Net interest margin (4)

2.54

2.02

Average interest-earning assets to

average interest-bearing liabilities

119.11

114.16

(1) Annualized.

(2) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(3) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average total interest-earning assets.

Exhibit 99.1

Winchester Bancorp, Inc. and Subsidiaries

Selected Financial Highlights (unaudited)

(Dollars in thousands, except share and per share data)

For the Three Months Ended

March 31,

2026

2025

Earnings Data

Net interest income

6,297

4,373

Non-interest income

367

299

Total net interest income and non-interest income

6,664

4,672

Provision (benefit) for credit losses

325

(21

)

Non-interest expense

4,845

4,321

Pre-tax income

1,494

372

Net income

1,145

305

Per share Data

Basic and diluted earnings per share

0.13

N/A

Book value per share

13.00

N/A

Earnings

Return on average assets (1)

0.44

0.14

Return on average stockholders' equity (1)

3.84

1.51

Net interest margin (1)

2.54

2.02

Cost of deposits (1)

2.80

3.06

Efficiency ratio

72.70

92.51

Balance Sheet

Total assets

1,057,104

923,092

Loans, net

840,544

727,728

Total stockholders' equity

119,144

80,914

Asset quality

Allowance for credit losses (ACL)

4,537

3,600

ACL/Total loans

0.54

0.49

ACL/Total nonperforming loans (NPLs)

272.17

191.77

Net charge-offs/average total loans

(0.00

(0.01

Capital Ratios

Stockholders' equity/total assets

11.27

8.77

(1) Annualized.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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