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 30, 2025

Winchester Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)

Maryland
001-42627
33-3361275
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. 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

Not Applicable
(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 (see General Instruction A.2. below):

☐
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
None
  
None
  
None

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 8.01 Other Events
On April 30, 2025, Winchester Bancorp, Inc. (the “Company”) announced the closing of Winchester Savings Bank’s mutual holding company reorganization and related stock offering of the Company.
A copy of the press release is attached as Exhibit 99.1 to this current report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
99.1 Press Release dated April 30, 2025


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, hereunto duly authorized.

   
WINCHESTER BANCORP, INC.
     
     
DATE: May 6, 2025
By:  
 /s/ John A. Carroll
   
John A. Carroll
   
President and Chief Executive Officer

EXHIBIT 99.1



FOR IMMEDIATE RELEASE

Contact:
John A. Carroll
President and Chief Executive Officer
(781) 729-2130

Winchester Bancorp, Inc.
Announces Closing of
Initial Public Offering

Winchester, Massachusetts; April 30, 2025 – Winchester Bancorp, Inc. (the “Company”), the holding company for Winchester Savings Bank (the “Bank”), announced today that it has completed the initial public offering in connection with the Bank’s mutual holding company reorganization.

The Company’s common stock is expected to begin trading on the Nasdaq Capital Market under the symbol “WSBK” beginning on May 2, 2025.

The Company sold 3,997,012 shares of common stock, which includes 334,633 shares sold to the Bank’s Employee Stock Ownership Plan, and is between the maximum of the offering range and the adjusted maximum of the offering range as disclosed in the Company’s Prospectus dated February 11, 2025.  The Company also issued 5,112,457 shares of common stock to Winchester Bancorp, MHC, the Company’s mutual holding company, and issued 185,907 shares of common  stock to the Winchester Savings Bank Charitable Foundation, Inc.  The Company has 9,295,376 shares of common stock issued and outstanding as a result of the transaction.

All valid stock orders received in the subscription and community offerings were filled according to the purchase limitations disclosed in the Company’s Prospectus dated February 11, 2025.  Persons wishing to confirm their stock orders may do so by contacting the Stock Information Center at (781) 729-2111.  The Stock Information Center is open between Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time

The Company’s transfer agent, Continental Stock Transfer & Trust Company, plans to mail Direct Registration System (“DRS”) Book-Entry statements for the shares purchased in the stock offering, and interest checks, on or about May 2, 2025.

Raymond James & Associates, Inc. acted as marketing agent for the Company in connection with the stock offering.  Luse Gorman, PC serves as legal counsel to the Company
and the Bank.  Silver, Freedman, Taff & Tiernan LLP served as legal counsel to Raymond James & Associates, Inc. in connection with the stock offering.

About Winchester Savings Bank

Originally chartered in 1871, Winchester Savings Bank is a Massachusetts-chartered mutual savings bank that operates from its main office and four full-service branch offices in eastern Massachusetts, located in Arlington, Danvers and Woburn.  Winchester Savings Bank’s deposits are insured in full beyond federal deposit insurance coverage limits by the Depositors Insurance Fund.
.
Special Notice Regarding Common Stock
The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Depositors Insurance Fund or any other governmental agency.
Disclosures Concerning Forward Looking Statements

This press release contains certain forward-looking statements about the reorganization and stock offering.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or words of similar import.  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that could cause actual results to differ materially from expected results include possible unforeseen delays in delivering DRS Book-Entry statements or interest checks; and/or delays in the start of trading due to market disruptions or otherwise.