Winchester Bancorp Files S-1/A for Securities Registration

TL;DR

Winchester Bancorp is filing an S-1/A for securities registration. IPO incoming?

AI Summary

Winchester Bancorp, Inc. filed an S-1/A on January 28, 2025, for a registration statement under the Securities Act of 1933. The company, incorporated in Maryland with its principal executive offices at 661 Main Street, Winchester, MA 01890, is seeking to register securities. John A. Carroll is listed as President and Chief Executive Officer.

Why It Matters

This filing indicates Winchester Bancorp is preparing to offer securities to the public, which could impact its capital structure and future growth strategies.

Risk Assessment

Risk Level: medium — As a financial institution undergoing a securities registration, there are inherent market and regulatory risks associated with public offerings.

Key Numbers

• 333-283752 — SEC File Number (Identifies this specific registration filing with the SEC.)

Key Players & Entities

• Winchester Bancorp, Inc. (company) — Registrant
• January 28, 2025 (date) — Filing Date
• 661 Main Street, Winchester, Massachusetts 01890 (address) — Principal Executive Offices
• John A. Carroll (person) — President and Chief Executive Officer
• 333-283752 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $10.00 — shares of its common stock for sale at $10.00 per share on a best efforts basis. The
• $400,000 — outstanding shares of common stock and $400,000 in cash to a charitable foundation that
• $50 — nts with aggregate balances of at least $50 at the close of business on November 30
• $250,000 — ngle deposit account, is 25,000 shares ($250,000), and no person together with an associ
• $750,000 — t may purchase more than 75,000 shares ($750,000). The offering is scheduled to expire
• $872.9 m — tember 30, 2024, we had total assets of $872.9 million, total deposits of $642.3 million
• $642.3 million — ts of $872.9 million, total deposits of $642.3 million and total surplus of $80.2 million. We
• $80.2 million — of $642.3 million and total surplus of $80.2 million. We had a net loss of $632,000 and net
• $632,000 — of $80.2 million. We had a net loss of $632,000 and net income of $786,000 and $4.2 mil
• $786,000 — net loss of $632,000 and net income of $786,000 and $4.2 million for the three months e
• $4.2 million — $632,000 and net income of $786,000 and $4.2 million for the three months ended September 30
• $6.5 billion — sident and Chief Operating Officer of a $6.5 billion asset publicly traded bank in the great

Filing Documents

• d914289ds1a.htm (S-1/A) — 3102KB
• d914289dex12.htm (EX-1.2) — 280KB
• d914289dex2.htm (EX-2) — 470KB
• d914289dex107.htm (EX-10.7) — 269KB
• d914289dex233.htm (EX-23.3) — 2KB
• g914289dsp205.jpg (GRAPHIC) — 68KB
• g914289g01k01.jpg (GRAPHIC) — 41KB
• g914289g01k02.jpg (GRAPHIC) — 32KB
• g914289stmp1.jpg (GRAPHIC) — 13KB
• g914289stmp2.jpg (GRAPHIC) — 12KB
• g914289stmp4.jpg (GRAPHIC) — 154KB
• 0001193125-25-014427.txt ( ) — 4564KB

RISK FACTORS

RISK FACTORS 19 SELECTED FINANCIAL AND OTHER DATA 40 RECENT DEVELOPMENTS 42 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 49 HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING 51 OUR POLICY REGARDING DIVIDENDS 52 MARKET FOR THE COMMON STOCK 53 HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE OF WINCHESTER SAVINGS BANK 54 CAPITALIZATION 55 PRO FORMA DATA 56 COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION 61

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 62 BUSINESS OF WINCHESTER BANCORP, MHC 78 BUSINESS OF WINCHESTER BANCORP, INC. 78 BUSINESS OF WINCHESTER SAVINGS BANK 79 TAXATION 95 SUPERVISION AND REGULATION 96 MANAGEMENT 108 SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS 119 THE REORGANIZATION AND OFFERING 120 THE CHARITABLE FOUNDATION 141 RESTRICTIONS ON THE ACQUISITION OF WINCHESTER BANCORP, INC. AND WINCHESTER SAVINGS BANK 143

DESCRIPTION OF CAPITAL STOCK OF WINCHESTER BANCORP,

DESCRIPTION OF CAPITAL STOCK OF WINCHESTER BANCORP, INC. 149 TRANSFER AGENT AND REGISTRAR 151 LEGAL AND TAX MATTERS 151 EXPERTS 151 WHERE YOU CAN FIND MORE INFORMATION 151 REGISTRATION REQUIREMENTS 152 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF WINCHESTER SAVINGS BANK F-1 i Table of Contents SUMMARY The following summary provides material information regarding the offering of common stock by Winchester Bancorp, Inc. and the business of Winchester Savings Bank. The summary may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including the consolidated financial statements and the notes to the financial statements of Winchester Savings Bank, and the section entitled Risk Factors. In certain circumstances, where appropriate, the terms we, us and our refer collectively to Winchester Bancorp, MHC, Winchester Bancorp, Inc., Winchester Savings Bank or to any of those entities, depending on the context. The Companies Winchester Bancorp, MHC Winchester Bancorp, MHC will be formed as the Massachusetts-chartered mutual holding company of Winchester Bancorp, Inc. in connection with the reorganization of Winchester Savings Bank into the two-tier mutual holding company form of organization. Upon completion of the reorganization and offering, Winchester Bancorp, MHC will own 55% of Winchester Bancorp, Inc.s common stock. As a mutual holding company, Winchester Bancorp, MHC will be a non-stock company that will be required by law to own a majority of the outstanding voting stock of Winchester Bancorp, Inc. for so long as Winchester Bancorp, MHC remains in existence. Winchester Bancorp, MHC, through its board of trustees, will be able to exercise voting control over virtually all matters put to a vote of stockholders of Winchester Bancorp, Inc. Winchester Bancorp, MHC will be subject to comprehensive regulation and examination by the Massachusetts Commi

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