8-K
Winchester Bancorp, Inc./MD/ (WSBK)
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>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<br>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
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)
| June 30, | |||||
|---|---|---|---|---|---|
| 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 | 93 | 93 | |||
| 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 |
All values are in US Dollars.
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, | 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 | — | — | 8 | — | |||||||
| Miscellaneous | 65 | 88 | 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 | 67 | 981 | (90 | ) | ||||||
| Net income | $ | 1,145 | $ | 305 | $ | 3,181 | $ | 46 | |||
| 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<br>Outstanding<br>Balance | Interest | Average<br>Yield/Rate (1) | Average<br>Outstanding<br>Balance | Interest | Average<br>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 | 9 | 0.06 | % | $ | 54,291 | 4 | 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<br> 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. |