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WSBK 10-K & 10-Q changes, risk factors and insider trading

Winchester Bancorp, Inc. · Nasdaq · Savings Institutions, Not Federally Chartered · CIK 2047235 · All filings on SEC.gov

Everything below is quoted or computed from Winchester Bancorp, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

16 / 19risk-factor paragraphs added / removed in latest 10-K
1new risk-factor headings
5Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-09-16 (period ending 2026-06-30) with 10-K filed 2025-09-17 (period ending 2025-06-30).

Risk Factors (10-K Item 1A)

16new paragraphs
19removed paragraphs
27reworded paragraphs
9,993 → 9,877words in section

New heading “Our financial statements are based in part on estimates and assumptions, which, if wrong, could cause unexpected losses in the future.”

Removed heading “Our smaller size may make it more difficult for us to compete.”

Removed heading “The development of new products and services may impose additional costs on us and may expose us to increased operational risk.”

Removed heading “Our board of directors relies to a large degree on management and outside consultants in overseeing cybersecurity risk management.”

Removed heading “Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.”

Removed heading “Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: fine, penalt, sanction, regulation

Paragraph as it now reads, with added and removed wording marked:

The USA PATRIOT Act and Bank Secrecy ActsAct, and other laws and regulations require financial institutions to developestablish programsand tomaintain preventan financialeffective institutions from being used for moneyanti-money laundering program and terrorist activities. If such activities are detected, financial institutions are obligated to file reports such as suspicious activity reports withand thecurrency U.S.transaction Treasury’sreports, Officeamong ofother Financial Crimes Enforcement Network.obligations. These rules also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. FailureWe are required to comply with these regulationslaws couldand resultother anti-money laundering requirements. Our federal and state banking regulators, the Treasury Department’s Financial Crimes Enforcement Network, and other governmental agencies are authorized to impose significant civil money penalties for violations of anti-money laundering requirements, in finesaddition or sanctions, includingto restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. We have not been subject to any fines or other penalties, nor have suffered business or reputational harm, as a result of money laundering activities in recent years.
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New text topics: fine, penalt, regulation
“We are also subject to increased scrutiny of compliance with the regulations issued and enforced by the Treasury Department’s Office of Foreign Assets Control, which is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. …”
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Removed text topics: climate
“Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.”
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New text topics: bankruptcy
“A capital injection may be required at a time when our resources are limited and we may be required to borrow the funds or raise capital to make the required capital injection. Any loan by a bank holding company to its subsidiary bank is subordinate in right of payment to deposits and certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. …”
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New text topics: fine, regulation
“Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define different forms of“capital” for calculating these ratios. …”
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New text topics: default
“We periodically make a determination of an allowance for credit losses based on available information, including, but not limited to, the quality of the loan and lease portfolio as indicated by trends in loan risk ratings, payment performance, economic conditions, the value of the underlying collateral and the level of no accruing and criticized loans and leases. Management relies on its loan officers and credit quality reviews, its experience, and its evaluation of economic conditions, among other factors, in determining the amount of provision required for the allowance for credit losses. …”
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Full comparison: every changed paragraph (62)

Green = added, red = removed. Unchanged paragraphs, 4 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Unlike larger financial institutions that are more geographically diversified, our profitability depends primarily on the general economic conditions in our primary market area. Local economic conditions have a significant impact on our lending, including, the ability of borrowers to repay these loans and the value of the collateral securing these loans.

Added

We periodically make a determination of an allowance for credit losses based on available information, including, but not limited to, the quality of the loan and lease portfolio as indicated by trends in loan risk ratings, payment performance, economic conditions, the value of the underlying collateral and the level of no accruing and criticized loans and leases. Management relies on its loan officers and credit quality reviews, its experience, and its evaluation of economic conditions, among other factors, in determining the amount of provision required for the allowance for credit losses. Provisions to this allowance result in an expense for the period. If, as a result of general economic conditions, previously incorrect assumptions, or an increase in defaulted loans or leases, we determine that additional increases in the allowance for credit losses are necessary, additional expenses may be incurred.

Added

Determining the allowance for credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and trends, all of which may undergo material changes. We cannot be sure that we will be able to limit losses on those loans that are identified. We have in the past, and in the future may be, required to increase our allowance for credit losses. for any of several reasons. State and federal regulators, in reviewing our loan portfolio as part of a regulatory examination, may request that we increase our allowance for credit losses. Any increases in our allowance for credit losses will result in a decrease in our net income and, possibly, our capital, and could have an adverse effect on our financial condition and results of operations.At June 30, 2026, our allowance for credit losses was 0.55% of total loans and 300.82% of nonperforming loans. Material additions to our allowance would materially decrease our net income.

Removed

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for credit losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions or the results of our analyses are incorrect, our allowance for credit losses may not be sufficient to cover expected credit losses in our loan portfolio, resulting in additions to our allowance. In addition, our emphasis on loan growth and on increasing our portfolio of commercial real estate and multi-family real estate loans, as well as any future credit deterioration, could require us to increase our allowance for credit losses. At June 30, 2025, our allowance for credit losses was 0.55% of total loans and 187.6% of nonperforming loans. Material additions to our allowance would materially decrease our net income.

Removed

In addition, bank regulators periodically review our allowance for credit losses and, as a result of such reviews, we may be required to increase our provision for credit losses or recognize further loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.

Reworded

Our recent and intended increases in the level of our commercial real estate, construction and multi-family real estate originations have required and would likely require us to lend to borrowers with which we have limited or no experience. Our commercial real estate, construction and multi-family loans have grown from $244.9 million or 40.7% of the total loan portfolio at June 30, 2023 to $364.9 million or 48.4% of the total loan portfolio at June 30, 2025.2025 to $435.5 million or 49.8% of the total loan portfolio at June 30, 2026. While we have not incurred any losses with regard to loans originated during this period, this portion of the loan portfolio is unseasoned and we do not have a significant payment history pattern with which to judge future collectability. Further, newly originated loans have not been subjected to unfavorable economic conditions. As a result, it may be difficult to predict the future performance of newly originated loans. These loans may have delinquency or charge-off levels above our recent historical experience, which could adversely affect our future performance. Further, commercial real estate, construction (in particular commercial construction) and multi-family real estate loans generally have larger balances and involve a greater risk than one-toone- to four-family residential mortgage loans. Accordingly, if we make any errors in judgment in the collectability of these loans, any resulting charge-offs may be larger on a per loan basis than those incurred historically with our single-family residential mortgage loans.

Added

The federal banking agencies have issued joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, an institution is identified as having potential commercial real estate concentration risk if (i) total reported loans for construction, land acquisition and development, and other land represent 100% or more of the institutions total risk-based capital, or (ii) total reported loans secured by multi-family and non-farm non-residential properties and loans for construction, land development and other land represent 300% or more of the institutions total capital where the outstanding balance of the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months. An institution that is identified as having potential concentrations in commercial real estate lending is expected to employ heightened levels of risk management with respect to its commercial real estate portfolios and may be required to maintain higher levels of capital. As of June 30, 2026, loans secured by multi-family and commercial real estate represented 320.3% of the Bank’s total capital While we believe we have implemented policies and procedures with respect to our commercial and multi-family real estate loan portfolio consistent with this guidance, we could be required to maintain higher levels of capital as a result of our commercial real estate and multi-family real estate lending concentration, which could limit our growth, require us to raise or retain additional capital, and have an adverse effect on our business, financial condition, and results of operations. Additionally, we cannot guarantee that any risk management practices we implement will be effective to prevent losses relating to our commercial real estate portfolio.

Removed

Federal bank regulatory agencies have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors, (i) total reported loans for construction, land acquisition and development, and other land represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land acquisition and development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. Based on these factors, we have a concentration in multi-family and commercial real estate lending, as such loans represented 320.3% of total capital of Winchester Savings Bank as of June 30, 2025. The guidance focuses on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or in an abundance of caution). The purpose of the guidance is to guide banks in developing risk management practices and determining capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. While we believe we have implemented policies and procedures with respect to our commercial and multi-family real estate loan portfolio consistent with this guidance, bank regulators could require us to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us or that may result in the curtailment of our commercial real estate and multi-family real estate lending that would adversely affect our loan originations and profitability.

Reworded

The judicial foreclosure process is protracted, which delays our ability to resolve non-performing loans through the sale of the underlying collateral. The longer timelines have been the result of many factors, including additional consumer protection initiatives related to the foreclosure process, increased documentary requirements and judicial scrutiny, and, both voluntary and mandatory programs under which lenders may consider loan modifications or other alternatives to foreclosure. These reasons and the legal and regulatory responses have impacted the foreclosure process and completion time of foreclosures for residential mortgage lenders. This may negatively impact collateral values and our ability to minimize its losses.

Reworded

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties.properties, particularly those properties securing commercial real estate lending. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property, may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

Reworded

As of June 30, 20252026 and June 30, 2024,2025, we had $1.3 million$844,000 and $2.3$1.2 million in net unrealized losses on available-for-sale investment securities, respectively. In addition, we have experienced a shift in deposits from lower-cost savings and demand accounts to higher-cost certificates of deposit. However, the rates we earn on our loans did not increase as rapidly as those paid on deposits during the years ended June 30, 20252026 and June 30, 2024,2025, as we have a significant amount of fixed-rate residential real estate loans where the interest rates did not increase commensurate with the increase in market interest rates. In addition, most of our adjustable-rate loans do not reprice immediately, such that changes in market interest rates take a period of time to affect our portfolio yields.

Reworded

For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Winchester Savings Bank—Management of Market Risk.”

Reworded

We are required by bankingour regulatorybank authoritiesregulators to maintain adequate levels of capital to support our operations. We may at some point need to raise additional capital to support our growth. If we raise capital through the issuance of additional shares of our common stock or other securities, it would dilute the ownership interests of stockholders and may dilute the per share book value of our common stock. New investors may also have rights, preferences and privileges senior to our current stockholders, which may adversely impact our then current stockholders. Also, the need to raise additional capital may force our management to spend more time in managerial and financing-related activities than in operational activities.

Added

We compete with community, regional, national, and global banks, non-bank licensed lenders and private equity funds in purchasing or originating loans, attracting deposits, and selling other customer products and services. Many of our primary competitors have substantially greater resources, larger established customer bases, higher lending limits, extensive branch networks, numerous ATMs, and greater advertising and marketing budgets. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services, as well as better pricing for those products and services than we can. Emerging technologies, such as artificial intelligence (including machine learning and generative artificial intelligence) and quantum computing, have the potential to further intensify competition and accelerate disruption in the financial services industry. In recent years, non-financial services firms, such as financial technology companies, have begun to offer services traditionally provided by financial institutions. These firms attempt to use technology and mobile platforms to enhance the ability of companies and individuals to borrow, save and invest money. Many of these non-financial services competitors have fewer regulatory constraints and may have lower cost structures than we do. Our long-term success depends on our ability to develop and execute strategic plans and initiatives; to develop competitive products and technologies; and to attract, retain and develop a highly skilled employee workforce. We may not be as timely or successful in assessing the evolving competitive landscape and developing or introducing new products and services as our competitors. Our business may be negatively impacted if we, or our third-party providers, do not timely develop and apply emerging technologies, or if our initiatives in these areas are deficient or fail. Our, or our third-party providers’, inability, or resistance to timely innovate or adapt operations, products and services to evolving regulatory and market environments, industry standards and consumer preferences could result in service disruptions, harm our business, and adversely affect our results of operations and reputation. For additional information see “Business of Winchester Savings Bank—Market Area” and “—Competition.”

Removed

Competition in the banking and financial services industry is intense. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and securities brokerage firms and unregulated or less regulated non-banking entities. Many of these competitors have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. If we must raise interest rates paid on deposits or lower interest rates charged on our loans to remain competitive, our net interest margin and profitability could be adversely affected. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. Our profitability depends upon our continued ability to successfully compete in our market area.

Removed

The financial services industry could become even more competitive as a result of new legislative, regulatory and technological changes and continued consolidation. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. For additional information see “Business of Winchester Savings Bank—Market Area” and “—Competition.”

Removed

Our smaller size may make it more difficult for us to compete.

Removed

Our smaller size may make it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. Our lower earnings may also make it more difficult to offer competitive salaries and benefits. In addition, our smaller customer base may make it difficult to generate meaningful noninterest income from non-traditional banking activities. Finally, as a smaller institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

Added

The banking industry is highly regulated and supervised under both federal and state laws and regulations that are intended primarily for the protection of depositors, customers, the public, the banking system as a whole, and/or the FDIC’s DIF, not for the protection of our shareholders and creditors. Winchester Bancorp, MHC and the Company are subject to regulation and supervision by the Federal Reserve Board, and the Bank is subject to regulation and supervision by the FDIC and the Division. Compliance with applicable laws and regulations can be difficult and costly, and changes to laws and regulations can impose additional compliance costs.

Removed

Winchester Savings Bank is subject to extensive regulation, supervision and examination by the Massachusetts Commissioner of Banks and the FDIC, and Winchester Bancorp, Inc. is subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision govern the activities in which an insured depository institution and its holding company may engage, and are intended primarily for the protection of the federal deposit insurance fund and the depositors and borrowers of Winchester Savings Bank, rather than for our stockholders.

Reworded

Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assetsassets, and determination of the level of our allowance for credit losses. TheseBanking laws and regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislationlegislation, or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent registered public accounting firm. These changes could materially impact, potentially even retroactively, how we report our business, financial conditioncondition, and results of operations.

Added

Applicable laws, regulations, interpretations, enforcement policies, and accounting principles have been subject to significant changes in recent years and may be subject to significant future changes. Additionally, federal and state regulatory agencies may change the manner in which existing regulations are applied. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent registered public accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations. We cannot predict the substance or effect of pending or future legislative, regulatory, or accounting developments, or changes to the application of laws and regulations to us. Future changes may have an effect on our business, financial condition, and results of operations.

Reworded

The USA PATRIOT Act and Bank Secrecy ActsAct, and other laws and regulations require financial institutions to developestablish programsand tomaintain preventan financialeffective institutions from being used for moneyanti-money laundering program and terrorist activities. If such activities are detected, financial institutions are obligated to file reports such as suspicious activity reports withand thecurrency U.S.transaction Treasury’sreports, Officeamong ofother Financial Crimes Enforcement Network.obligations. These rules also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. FailureWe are required to comply with these regulationslaws couldand resultother anti-money laundering requirements. Our federal and state banking regulators, the Treasury Department’s Financial Crimes Enforcement Network, and other governmental agencies are authorized to impose significant civil money penalties for violations of anti-money laundering requirements, in finesaddition or sanctions, includingto restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. We have not been subject to any fines or other penalties, nor have suffered business or reputational harm, as a result of money laundering activities in recent years.

Added

We are also subject to increased scrutiny of compliance with the regulations issued and enforced by the Treasury Department’s Office of Foreign Assets Control, which is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. If our program is deemed deficient, we could be subject to liability, including fines, civil money penalties, and other regulatory actions, which may include restrictions on our business operations, our ability to pay dividends, mergers and acquisitions and other forms of expansion, and entry into new business lines. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have significant reputational consequences for us. Any of these circumstances could have an adverse effect on our business, financial condition, and results of operations.

Added

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define different forms of“capital” for calculating these ratios. See “Regulation and Supervision—Supervision and Regulation of the Company—Capital Adequacy.” Banking organizations with less than $10 billion in total consolidated assets, such as the Bank, may elect to use an alternative capital framework under which they are deemed to satisfy the federal banking agencies’ generally applicable risk-based and leverage capital rules and the capital conservation buffer, and to be deemed well capitalized for purposes of prompt corrective action, if they satisfy a CBLR requirement by maintaining a ratio of Tier 1 capital to average total consolidated assets (i.e., a leverage ratio) of more than 8%. At June 30, 2026, the Bank had opted into the CBLR framework, exceeded the CBLR requirement, and was considered “well capitalized.”

Added

In addition, the Company and Winchester Bancorp, MHC currently rely on the Federal Reserve’s Small Bank Holding Company Policy Statement, which exempts a bank holding company from the generally applicable capital requirements if it has no more than $3 billion in total consolidated assets and meets other criteria, including not having a material amount of debt or equity securities outstanding and registered with the SEC.

Added

If the Bank were no longer eligible for the CBLR, or the Company and Winchester Bancorp, MHC were no longer eligible to rely on the Small Bank Holding Company Policy Statement, we may become subject to more costly, complex, or stringent capital requirements.

Added

The application of the CBLR or these other capital requirements could, among other things, result in lower returns on equity and regulatory actions if we are unable to comply with such requirements.

Added

Any new or revised standards adopted in the future may require us to maintain materially more capital, with common equity as a more predominant component, or manage the configuration of our assets and liabilities to comply with formulaic capital requirements. We may not be able to raise additional capital at all, or on terms acceptable to us. Failure to maintain capital to meet current or future regulatory requirements could have an adverse effect on our business, financial condition, and results of operations.

Removed

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. For an entity that has opted into using the community bank leverage ratio, such as Winchester Savings Bank, the current minimum community bank leverage ratio requirement is 9%. The application of these capital requirements could, among other things, result in lower returns on equity, and result in regulatory actions if we are unable to comply with such requirements. See “Regulation and Supervision—Federal Banking Regulation—Capital Requirements.”

Removed

At June 30, 2025, Winchester Savings Bank exceeded all applicable regulatory capital requirements and was considered “well capitalized.”

Reworded

The Federal Reserve Board may require us to commit capital resources to support Winchester Savingsthe Bank, and we may not have sufficient access to such capital resources.

Reworded

The FDI Act and Federal lawReserve requiresBoard thatregulations require a bank holding company actto serve as a source of financial and managerial strength to its subsidiary bank and to commit resources to support such subsidiary bank.subsidiaries. Under the “source of strength” doctrine, the Federal Reserve Board may require a bank holding company to make capital injections into a troubled subsidiary bank, including at times when the bank holding company may not be inclined to do so, and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. AAccordingly, capitalwe injection may be required at times when the holding company may not have the resources to provide it and therefore maycould be required to attemptprovide financial assistance to borrow the fundsBank orif raiseit capital. Thus, any borrowing that must be done by Winchester Bancorp, Inc. to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business,experiences financial condition and results of operations. Moreover, it is possible that we will be unable to borrow funds or otherwise raise capital when we need to do so.distress.

Added

A capital injection may be required at a time when our resources are limited and we may be required to borrow the funds or raise capital to make the required capital injection. Any loan by a bank holding company to its subsidiary bank is subordinate in right of payment to deposits and certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the holding company’s general unsecured creditors, including the holders of any note obligations. Thus, any borrowing by a bank holding company for the purpose of making a capital injection to a subsidiary bank may become more difficult and expensive relative to other corporate borrowings and could have an adverse effect on our business, financial condition, and results of operations. Moreover, it is possible that we will be unable to borrow funds or otherwise raise capital when we need to do so.

Reworded

We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934,Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.

Added

The future of inflation and other economic factors remain uncertain, and the Federal Reserve Board may increase or decrease interest rates faster or slower than anticipated. With an increase in inflation rates, small- to medium-sized businesses may be impacted by higher costs, as they are not able to leverage economies of scale to mitigate cost pressures compared to larger businesses. Sustained higher interest rates by the Federal Reserve Board, changes to fiscal policy, including the expansion of U.S. federal deficit spending and resultant debt issuance, could also affect market interest rates, push down asset prices, and weaken economic activity. Consequently, the ability of our customers to repay their loans may deteriorate, and in some cases this deterioration may occur quickly, which would adversely impact our results of operations and financial condition. Furthermore, a prolonged period of inflation could cause wages and other costs to increase, which could adversely affect our results of operations and financial condition.

Removed

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. From 2021 to 2023, there was a significant rise in inflation and the Federal Reserve Board raised certain benchmark interest rates in an effort to combat inflation. As inflation increases, the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our operating expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

Reworded

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. As we grow, we are likely to depend more on these sources, which may include Federal Home Loan Bank of BostonFHLBB advances, federal funds purchased and brokered certificates of deposit. While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area. Additionally, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return tradeoff. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates.

Reworded

At June 30, 2025,2026, we had $147.0$158.2 million outstanding in advances from the Federal Home Loan Bank of Boston.FHLBB. At June 30, 2025,2026, we had the ability to borrow $100.2$118.8 million in additional Federal Home Loan Bank of BostonFHLBB advances. At June 30, 2025,2026, we also had a $5.3 million line of credit with the Federal Home Loan Bank of Boston,FHLBB, which was not drawn at June 30, 2025.2026. Additionally, at June 30, 2025,2026, we had a $67.0$102.0 million secured line of credit through the Federal Reserve Borrower in Custody (BIC) program. We could significantly increase our borrowing capacity from the Federal Home Loan Bank of BostonFHLBB and the Federal Reserve Bank, if we pledged additional assets as security. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

Reworded

At June 30, 2025,2026, certificates of deposit totaled $283.2$281.5 million, or 41.7%34.8% of our total deposits. Our increased levels of certificates of deposit in recent years have resulted in a higher cost of funds than would otherwise be the case if we had a higher percentage of demand deposits and savings deposits. In addition, if our certificates of deposit do not remain with us, we may be required to access other sources of funds, including loan sales, other types of deposits, advances from the Federal Home Loan Bank of BostonFHLBB and other borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay on our certificates of deposit.

Removed

The development of new products and services may impose additional costs on us and may expose us to increased operational risk.

Removed

The introduction of new products and services can entail significant investments in time and resources, financial or otherwise, including regulatory approvals. Substantial risks and uncertainties are associated with the introduction of new products and services, including technical and control requirements that may need to be developed and implemented, rapid technological change in the industry, our ability to access technical and other information from its clients, the significant and ongoing investments required to bring new products and services to market in a timely manner at competitive prices and the preparation of marketing, sales and other materials that fully and accurately describe the product or service and its underlying risks. Our failure to manage these risks and uncertainties also exposes us to enhanced risk of operational lapses which may result in the recognition of financial statement liabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships and shifting market preferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to our clients. Products and services relying on internet and mobile technologies may expose us to fraud and cybersecurity risks. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on our business and reputation, as well as on its consolidated results of operations and financial condition.

Removed

Our board of directors relies to a large degree on management and outside consultants in overseeing cybersecurity risk management.

Removed

Winchester Bancorp, Inc. and Winchester Savings Bank have a standing Information Technology Steering Committee, consisting of the Chief Information Officer, the Senior Vice President of Risk and Compliance, information technology staff and staff from other departments within Winchester Savings Bank. The committee meets quarterly or more frequently if needed, and reports to the board of directors after each meeting through committee minutes. Winchester Savings Bank also engages outside consultants to support its cybersecurity efforts. The directors of Winchester Bancorp, Inc. and Winchester Savings Bank do not have significant experience in cybersecurity risk management in other business entities comparable to Winchester Savings Bank and rely on senior management and an information technology service provider for cybersecurity guidance.

Reworded

We maintainhad a defined pension benefit plan for the benefit of a portion of our employees.employees Wethat maywas determineterminated toeffective terminateFebruary this1, plan.2026. We could incur an expense in connection with the termination, which could negatively affect our income duringin the yearupcoming of the termination.year.

Reworded

We maintain a defined pension benefit plan for the benefit of employees of Winchester Savingsthe Bank who were employees prior to November 1, 2022. This plan was frozen effective October 31, 2024. We mayhave choosechosen and applied to terminate thisthe plan. The cost to terminate the plan is primarily dependent on the value of the plan’s assets and applicable interest rates at the time of such termination.termination is finalized. We cannot estimate the actual costs associated with potential termination from the plan until the date of the termination, but if these costs were material, it would negatively impact future earnings in the year of termination.

Added

Our financial statements are based in part on estimates and assumptions, which, if wrong, could cause unexpected losses in the future.

Added

In preparing periodic reports we are required to file under the Exchange Act, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. The most significant area requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for credit losses.

Removed

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

Removed

In preparing periodic reports we are required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. The most significant area requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for credit losses.

Removed

Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

Removed

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior as a result of these concerns. We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost increases, asset value reductions and operating process changes. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Reworded

If our deposits grow too large, we may lose the benefits of excess deposit insurance provided by the DepositorsMA Insurance Fund.DIF.

Reworded

Winchester SavingsThe Bank’s deposits are insured in full beyond federal deposit insurance coverage limits by the Depositors Insurance Fund, or theMA DIF, a private excess deposit insurer created under Massachusetts law. We believe providing deposit insurance in excess of FDIC insurance limits gives us a competitive advantage for individual, corporate and municipal depositors having deposit balances. However, the MA DIF may require member institutions that pose greater than normal loss exposure risk to the MA DIF to take certain risk-mitigating measures or withdraw from the MA DIF. In such an event, an institution may be required to reduce its level of excess deposits, pay for the reinsurance of excess deposits, make an additional capital contribution to the MA DIF, provide collateral or take other risk-mitigating measures that the MA DIF may require, which may include entering into reciprocal deposit programs with other financial institutions or reciprocal deposit services. Any of the above measures may reduce our overall level of deposits and increase our reliance on other, more expensive or less stable sources for funding, including FHLB advances, which would reduce net income.

Reworded

TheOur articles of incorporation of Winchester Bancorp, Inc. provide that, unless Winchesterthe Bancorp, Inc.Company consents in writing, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Winchesterthe Bancorp, Inc.,Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Winchesterthe Bancorp, Inc.Company to Winchesterthe Bancorp, Inc.Company or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine will be conducted in a state or federal court located within Maryland, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with Winchesterthe Bancorp, Inc.Company and its directors, officers, and other employees, or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.

Reworded

Stock banks or their holding companies, as well as individuals, may not acquire control of a company organized in the mutual holding company structure, such as Winchesterthe Bancorp, Inc.Company. As a result, the only entities that may acquire control of a mutual holding company are other mutual savings institutions or mutual holding companies. Accordingly, it is very unlikely that Winchesterthe Bancorp, Inc.Company would be subject to any takeover attempt by activist stockholders or other financial institutions.

Reworded

Under applicable regulations, for a period of three years following completion of the reorganization, no person may acquire beneficial ownership of more than 10% of our common stock without prior approval of the Federal Reserve Board and the Massachusetts Commissioner of Banks. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a bank holding company. Also, a bank holding company must obtain the prior approval of the Federal Reserve Board before, among other things, acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any bank, including Winchester Savingsthe Bank.

Reworded

There also are provisions in our articles of incorporation that may be used to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10% of the shares of common stock outstanding. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors, employment and change in control agreements that we have entered into with our executive officers and other factors may make it more difficult for companies or persons to acquire control of Winchesterthe Bancorp, Inc.Company without the consent of our board of directors. Taken as a whole, these statutory provisions and provisions in our articles of incorporation could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock.

Reworded

Our stockholders own a minority of Winchester Bancorp, Inc.’sour common stock and will not be able to exercise voting control over most matters put to a vote of stockholders.

Reworded

Public stockholders own a minority of the outstanding shares of Winchester Bancorp, Inc.’sour common stock. As a result, stockholders other than Winchester Bancorp, MHC will not be able to exercise voting control over most matters put to a vote of stockholders. Winchester Bancorp, MHC owns a majority of Winchester Bancorp, Inc.’s common stock and, through its board of trustees, exercises voting control over most matters put to a vote of stockholders. Winchester Bancorp, MHC may take action that the public stockholders believe to be contrary to their interests. For example, Winchester Bancorp, MHC may exercise its voting control to defeat a stockholder nominee for election to the board of directors of Winchesterthe Bancorp, Inc.Company.

Showing the first 60 of 62 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

17new paragraphs
10removed paragraphs
24reworded paragraphs
5,415 → 5,143words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: default
“Allowance for Credit Losses on Loans. The allowance for credit losses is established based upon the Company's current estimate of expected lifetime credit losses on loans measured at amortized cost. Credit losses are charged against the allowance when management's assessments confirm that the Company will not collect the full amortized cost basis of a loan. Subsequent recoveries, if any, are credited to the allowance. The Company estimates credit losses for financial assets on a collective basis for loans sharing similar risk characteristics. …”
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Reworded topics: bankruptcy

Paragraph as it now reads, with added and removed wording marked:

Provision for Credit Losses. Based on an analysis of the factors described in “Critical Accounting Policies—Allowance for Credit Losses,” we recorded a provision for credit losses of $789,000 for the year ended June 30, 2026, compared to a provision of $2.1 million for the year ended June 30, 2025, compared to a provision of $514,000 for the year ended June 30, 2024.2025. The provision for credit losses on loans was $2.1$1.2 million while a benefit of $2,000$440,000 was recorded for off balance sheet commitments. The increasedecrease in the provision for credit losses on loans for the year ended June 30, 20252026 was primarily due to ourlower chargingcharge offoffs andoffset fullyby reservingincreases onin a $1.6 million commercialthe loan due to the borrower’s filing for bankruptcy protection and terminating operations of the underlying business.portfolio.
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Removed text topics: liquidity
“The net proceeds from the offering significantly increased our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net offering proceeds are used for general corporate purposes, including funding loans. Our financial condition and results of operations will be enhanced by the net proceeds from the offering, which will increase our net interest-earning assets and net interest income. …”
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Reworded topics: interest rate

Paragraph as it now reads, with added and removed wording marked:

Deposits. Deposits increased $43.8$130.1 million, or 6.9%,19.1%, to $809.2 million at June 30, 2026 from $679.2 million at June 30, 2025 from $635.4 million at June 30, 2024.2025. The increase was due primarily to an increase in money market accounts, which increasedrose $34.0$140.0 million, or 39.3%,116.1%, to $260.6 million at June 30, 2026 from $120.6 million at June 30, 20252025, from $86.6 million at June 30, 2024, as customers continued to hold deposit products with higher interest rates. The increase in deposits was alsolargely due to athe $21.0strong performance of our newly established municipal deposit channel. Partially offsetting this growth were decreases of $10.3 million, or 6.4% in savings accounts and $1.6 million or 8.0% increase0.6% in certificates of depositsdeposit. toWithin $283.2 million at June 30, 2025 from $262.2 million at June 30, 2024, which was primarily due to a $13.1 million increase in brokered deposits. This increase consistedcertificates of andeposit, increasebalances ofgreater $23.7than $250,000 increased $32.1 million, or 14.7%,32.5%, inwhile certificates of deposit in amounts ofbalances less than $250,000,$250,000 anddecreased a decrease of $2.7$33.7 million, or 2.7%, in certificates of deposit in amounts of $250,000 or greater (the limit for federal deposit insurance). Offsetting the increases is an $7.1 million or 4.2% decrease in savings accounts.18.3%. All of our deposits are fully insured under the DIF.
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Reworded topics: interest rate

Paragraph as it now reads, with added and removed wording marked:

Gross Loans. Loans increased $69.7$119.7 million, or 10.2%,15.9%, to $873.8 million at June 30, 2026 compared to $754.1 million at June 30, 2025 compared to $684.4 million at June 30, 2024.2025. The growth was primary driven by increases were in multi-family real estate loans, which increased by $41.8 million, or 33.5%, one- to four-family residential real estate loansloans, whichof increased by $18.8$47.6 million, or 5.6%13.3%, and commercialmulti-family real estate loans whichof increased by $16.9$45.9 million, or 19.8%.27.6%, Partiallyand offsettingconstruction thosereal increasesestate was a decreaseloans of $5.5$20.4 millionmillion, or 5.4% in the construction loan portfolio.21.3%. The aforementioned increase in the loan portfolios reflects our strategy toof continuemaintaining toa diversifywell intobalanced highermix yieldingof multi-familyresidential and commercial real estate loans to improve portfolio yields and manage interest rate risk. In addition, we will continue to originate single-family residential real estate loans to support local homebuyers.loans. The recent increase in one- to four-family residential real estate loans was mostlylargely dueattributable to the expansion of our establishing new broker relationships.channel. The allowance for credit losses on loans was $4.8 million at June 30, 2026 and $4.2 million at June 30, 2025 and $3.5 million at June 30, 2024,2025, which represented 0.55% and 0.50% of total loans at both June 30, 20252026 and June 30, 2024, respectively.2025. The allowance for credit losses for off balance sheet commitments was $1.2 million at June 30, 20252026 and June 30, 2024.2025, was $746,000 and $1.2 million, respectively.
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Removed text topics: interest rate
“We do not engage in hedging activities, such as engaging in futures, options or interest rate swap transactions, nor invest in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.”
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Full comparison: every changed paragraph (51)

Green = added, red = removed. Unchanged paragraphs, 10 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Total assets increased $96.4$146.6 million, or 11.3%,15.4%, to $1.1 billion at June 30, 2026, from $949.4 million at June 30, 2025, from $853.0 million at June 30, 2024.2025. The increasegrowth was primarily duedriven toby increases in loans, investmentsdeposits, investments, and cash and cash equivalents. Net lossincome for the year ended June 30, 20252026 was $874,000,$4.4 amillion, decreasean increase of $1.7$5.3 million, compared to net incomeloss of $786,000$874,000 for the year ended June 30, 2024.2025. The decreaseprior year loss was due in part to a one-time donation of $400,000 in cash and 185,907 shares of common stock to the Winchester Savings Bank Charitable Foundation at a total market value of $2.3 million, resulting in an after-tax charge of $1.6 million in connection with the reorganization and stock offering.

Added

Allowance for Credit Losses on Loans. The allowance for credit losses is established based upon the Company's current estimate of expected lifetime credit losses on loans measured at amortized cost. Credit losses are charged against the allowance when management's assessments confirm that the Company will not collect the full amortized cost basis of a loan. Subsequent recoveries, if any, are credited to the allowance. The Company estimates credit losses for financial assets on a collective basis for loans sharing similar risk characteristics. The Company segments financial assets with similar risk characteristics and has elected to segment its loans based on Federal Call Report codes used for reporting loans to the Federal Deposit Insurance Corporation as part of the Call Report process. These segments are collectively evaluated for expected credit losses using a quantitative discounted cash flow ("DCF") model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. The Company has elected to use this approach because DCF models allow for effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner and peer data is available for certain inputs such as the probability of default and the loss given default. The quantitative model utilizes a loss factor based approach to estimate expected credit losses, which are derived from industry peer loss experience. The model estimates expected credit losses using loan level data over the estimated life of the exposure, considering the effect of prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period, beyond which is a reversion to the historical long-run average using the straight-line reversion method. Management periodically evaluates a reasonable and supportable forecast period and a reversion period to be appropriate for purposes of estimating expected credit losses. The qualitative risk factors impacting the expected risk of loss within the portfolio include the following:

Added

changes in the Company’s loan policies, procedures and strategies;

Added

changes in international, national, regional, and local economic and business conditions;

Added

changes in the nature and volume of the portfolio and terms of loans;

Added

changes in experience, depth, and ability of lending management;

Added

changes in the volume, trend, and severity of past due financial assets;

Added

changes in the quality of the organization’s loan review system;

Added

changes in the value of underlying collateral for collateral-dependent loans;

Added

the existence and effect of any concentrations of credit, and changes in the level of such concentration; and the effect of competition and legal/regulatory requirements on the portfolio.

Removed

Allowance for Credit Losses on Loans. The allowance for credit losses on loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Such allowance is based on losses expected to arise over the life of the asset (contractual term). The allowance for credit losses on loans is established through a provision for credit losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

Removed

We measure the allowance for credit losses on loans using the SCALE method, which is a simple, spreadsheet-based method developed by the Federal Reserve Board to assist community banks in calculating a CECL compliant allowance for credit losses using proxy expected lifetime loss rates. The SCALE tool is a template designed for smaller community banks with total assets of less than $1 billion. It uses publicly available data to derive the initial proxy lifetime loss rates. Management uses judgment to further adjust the proxy expected lifetime loss rates with qualitative factors to reflect the facts and circumstances of our internal loss history and credit risk factors for each loan segment. The allowance for credit losses on loans is measured on a collective (pool) basis when similar characteristics exist. We segment our loan portfolio to correspond to call report classification to make peer data more useful.

Reworded

The allowance for credit losses on loans is evaluated on a regular basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. For example, an increase of 25 basis points as to our lifetime loss rate for qualitative factors for all loan categories at June 30, 20252026, would have increased our allowance for credit losses on collectively evaluated loans at that date to $5.4$6.9 million from $3.9$4.8 million.

Reworded

Loans that do not share similar risk characteristics with any pools of assets are evaluatedsubject to individual evaluation and are removed from the collectively assessed pools to avoid double counting. This includes loans on annon-accrual individualand loanloans basis.that Loansare evaluated90 days or greater past due. For the loans that will be individually are not also included inevaluated, the collectiveCompany evaluation.will Foruse either a DCF approach or a fair value of collateral approach. The latter approach will be used for loans that are collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Added

The following table sets forth activity in our allowance for credit losses for the periods indicated.

Added

The decrease in charge-offs for the year ended June 30, 2026 was primarily due to lower commercial loan charge-offs, partially offset by an increase in charge-offs within the construction portfolio.

Added

The following table sets forth additional information with respect to charge-offs by category for the years indicated.

Added

Allocation of Allowance for Credit Losses. The following table sets forth the allowance for credit losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated. The allowance for credit losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

Removed

Although we believe that we use the best information available to establish the allowance for credit losses on loans, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Massachusetts Commissioner of Banks and the FDIC, as an integral part of their examination process, periodically review our allowance for credit losses on loans, and as a result of such reviews, we may have to adjust our allowance for credit losses on loans. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings.

Removed

Effective on July 1, 2025, the Company has changed the methodology to calculate the allowance for credit losses on loans and off-balance sheet credit exposures to a discounted cash flow method from the SCALE method as the SCALE method is not applicable for institutions with assets greater than $1 billion. The Company does not expect the resulting methodology change to have a significant impact on the total allowance for credit losses as a result of this methodology change.

Reworded

Total Assets. Total assets increased $96.4$146.6 million, or 11.3%,15.4%, to $1.1 billion at June 30, 2026, from $949.4 million at June 30, 2025, from $853.0 million at June 30, 2024.2025. The increase was primarily due to increases in loans, securities and cash and cash equivalents.

Reworded

Cash and Cash Equivalents. Cash and cash equivalents increased $11.1$4.8 million, or 25.2%,8.7%, to $60.0 million at June 30, 2026 from $55.2 million at June 30, 2025 fromas $44.1a millionresult atof Junecurrent 30, 2024. The increase representsyear cash proceeds from our initial public offering.flows.

Reworded

Gross Loans. Loans increased $69.7$119.7 million, or 10.2%,15.9%, to $873.8 million at June 30, 2026 compared to $754.1 million at June 30, 2025 compared to $684.4 million at June 30, 2024.2025. The growth was primary driven by increases were in multi-family real estate loans, which increased by $41.8 million, or 33.5%, one- to four-family residential real estate loansloans, whichof increased by $18.8$47.6 million, or 5.6%13.3%, and commercialmulti-family real estate loans whichof increased by $16.9$45.9 million, or 19.8%.27.6%, Partiallyand offsettingconstruction thosereal increasesestate was a decreaseloans of $5.5$20.4 millionmillion, or 5.4% in the construction loan portfolio.21.3%. The aforementioned increase in the loan portfolios reflects our strategy toof continuemaintaining toa diversifywell intobalanced highermix yieldingof multi-familyresidential and commercial real estate loans to improve portfolio yields and manage interest rate risk. In addition, we will continue to originate single-family residential real estate loans to support local homebuyers.loans. The recent increase in one- to four-family residential real estate loans was mostlylargely dueattributable to the expansion of our establishing new broker relationships.channel. The allowance for credit losses on loans was $4.8 million at June 30, 2026 and $4.2 million at June 30, 2025 and $3.5 million at June 30, 2024,2025, which represented 0.55% and 0.50% of total loans at both June 30, 20252026 and June 30, 2024, respectively.2025. The allowance for credit losses for off balance sheet commitments was $1.2 million at June 30, 20252026 and June 30, 2024.2025, was $746,000 and $1.2 million, respectively.

Reworded

Total nonaccrual loans weredeclined to $1.6 million at June 30, 2026, from $2.2 million at June 30, 2025, compared to $1.4 million at June 30, 2024.2025. The increasedecrease was primarily due to a $622,000 increasedecrease in non-accrual residential real estate loans and a $270,000 increase in commercial loans. Total loans past due 30 days or greater were $1.5 million at June 30, 2026 compared to $1.8 million at June 30, 20252025. compared to $1.3 million at June 30, 2024. The increase was primarily due toAs a $340,00result, increasethe inratio residential real estate loans and a $270,000 increase in commercial loans. Theof allowance for credit losses on loans to nonaccrual loans wasincreased to 300.8% at June 30, 2026 from 187.6% at June 30, 2025 compared to 245.5% at June 30, 2024.2025.

Reworded

Deposits. Deposits increased $43.8$130.1 million, or 6.9%,19.1%, to $809.2 million at June 30, 2026 from $679.2 million at June 30, 2025 from $635.4 million at June 30, 2024.2025. The increase was due primarily to an increase in money market accounts, which increasedrose $34.0$140.0 million, or 39.3%,116.1%, to $260.6 million at June 30, 2026 from $120.6 million at June 30, 20252025, from $86.6 million at June 30, 2024, as customers continued to hold deposit products with higher interest rates. The increase in deposits was alsolargely due to athe $21.0strong performance of our newly established municipal deposit channel. Partially offsetting this growth were decreases of $10.3 million, or 6.4% in savings accounts and $1.6 million or 8.0% increase0.6% in certificates of depositsdeposit. toWithin $283.2 million at June 30, 2025 from $262.2 million at June 30, 2024, which was primarily due to a $13.1 million increase in brokered deposits. This increase consistedcertificates of andeposit, increasebalances ofgreater $23.7than $250,000 increased $32.1 million, or 14.7%,32.5%, inwhile certificates of deposit in amounts ofbalances less than $250,000,$250,000 anddecreased a decrease of $2.7$33.7 million, or 2.7%, in certificates of deposit in amounts of $250,000 or greater (the limit for federal deposit insurance). Offsetting the increases is an $7.1 million or 4.2% decrease in savings accounts.18.3%. All of our deposits are fully insured under the DIF.

Reworded

Borrowings. Borrowings, which consisted solely of Federal Home Loan Bank of BostonFHLBB advances, increased $17.5$11.2 million, or 13.5%,7.6%, to $147.0$158.2 million at June 30, 2025,2026, compared to $129.5$147.0 million from June 30, 2024,2025, as funds were used to supplementsupport loan growth.

Reworded

Total stockholders' equity. Total stockholders' equity increased $35.1$5.2 million, andto was$120.5 million at June 30, 2026 from $115.4 million at June 30, 2025 and $80.3 million at June 30, 2024.2025. The increase in total stockholders' equity was mostlyprimarily due to the stock offering proceeds of $37.8 million, partially offsetdriven by a decreased of $1.4$4.4 million increase in retained earnings forand thea yearlower endedaccumulated other comprehensive loss at June 30, 2025.2026 compared to the prior year end.

Reworded

General. We recorded net lossincome of $874,000$4.4 million and net incomeloss of $786,000$874,000, for the years ended June 30, 20252026 and 2024.2025, respectively. The decreaseincrease in net income was due primarily to increasesmargin inimprovements non-interestand expenselower dueprovision for credit losses. The prior year loss was partially attributable to a one-time contributiondonation of $2.3$400,000 millionin cash and 185,907 shares of common stock to the Winchester Savings Bank Charitable foundationFoundation andat a total market value of $2.3 million, resulting in an increaseafter-tax charge of $1.6 million in connection with the provision for credit losses, partially offset by a $3.1 million increase in net interest incomereorganization and anstock increase in the income tax benefit.offering.

Reworded

The average balance of loans increased by $80.9$88.5 million, or 12.6%,12.2%, to $725.6$814.2 million for the year ended June 30, 2025,2026, over the average balance for the year ended June 30, 2024,2025, while the average yield on loans increased by 4219 basis points to 5.38% for the year ended June 30, 2026, from 5.17% for the year ended June 30, 2025, from 4.75% for the year ended June 30, 2024.2025. The increase in the average yield was due to increases in market interest rates as well as changes in the composition of our loan portfolio to include a higher percentage of higher-yielding construction and commercial real estate loans, and multi-family residential real estate loans. The increase in average balance was due to our continuing to pursue new commercial and residential broker relationships.

Reworded

Interest Expense. Total interest expense increased $4.7$0.2 million, or 23.0%,0.8%, to $25.4 million for the year ended June 30, 2026, compared to $25.2 million for the year ended June 30, 2025,2025. comparedInterest expense on deposits increased $0.6 million, or 3.4%, to $20.5$19.8 million for the year ended June 30, 2024.2026, Interest expense on deposits increased $3.2 million, or 19.9%, tofrom $19.1 million for the year ended June 30, 2025, from $15.9 million for the year ended June 30, 2024.2025. Our average balance of interest-bearing deposits increased $58.1$83.2 million, or 10.7%,13.8%, to $603.4$686.6 million, while our average cost of deposits increaseddecreased 2529 basis points to 2.88% for the year ended June 30, 2026, from 3.17% for the year ended June 30, 2025, from 2.92% for the year ended June 30, 2024.2025. The increasedecrease in the average cost of deposits was due to increases inlower market interest rates as well as a higher percentage of our deposits consisting of certificates of deposit, and money market accounts, which bear higher rates than other deposit categories.rates.

Reworded

Interest expense on Federal Home Loan Bank advances increaseddecreased $1.5$0.5 million, or 33.7%,7.5%, to $5.6 million for the year ended June 30, 2026, from $6.1 million for the year ended June 30, 2025, from $4.5 million for the year ended June 30, 2024.2025. The increasedecrease was due to increases in ourlower average balance of Federal Home Loan Bank advances ($35.9 million, or 34.8%), offset byand a decrease in the average cost of borrowings (four23 basis points to 4.13% for the year ended June 30, 2026, from 4.36% for the year ended June 30, 2025, from 4.40% for the year ended June 30, 20242025). We increased Federal Home Loan Bank borrowings in recent periods primarily to fund loan growth.

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Provision for Credit Losses. Based on an analysis of the factors described in “Critical Accounting Policies—Allowance for Credit Losses,” we recorded a provision for credit losses of $789,000 for the year ended June 30, 2026, compared to a provision of $2.1 million for the year ended June 30, 2025, compared to a provision of $514,000 for the year ended June 30, 2024.2025. The provision for credit losses on loans was $2.1$1.2 million while a benefit of $2,000$440,000 was recorded for off balance sheet commitments. The increasedecrease in the provision for credit losses on loans for the year ended June 30, 20252026 was primarily due to ourlower chargingcharge offoffs andoffset fullyby reservingincreases onin a $1.6 million commercialthe loan due to the borrower’s filing for bankruptcy protection and terminating operations of the underlying business.portfolio.

Added

The increase in miscellaneous income represents higher construction release fees recorded in the current period compared to the prior period.

Removed

The increase in income on bank owned life insurance was due to the purchase of $4.0 million of additional policies during the 2024 fiscal year. Gain on sale of fixed assets during the 2024 period was related to the sale of a bank branch.

Added

The increase in salaries and employee benefits was driven by the addition of key staff in commercial lending and accounting, as well as the implementation of a new bonus plan. Data processing expense increased due to implementation of new software across several areas, including cash management, allowance for credit loss, and commercial credit. Other expenses decreased as a result of a one-time contribution of $2.3 million to the Winchester Savings Bank Charitable Foundation that was recorded in the prior year.

Removed

The increase in other expense was due to a one-time contribution of $2.3 million to the Winchester Savings Bank Charitable Foundation. Additional increases include higher deposit insurance expense which was due to an increase in FDIC insurance rates and our higher deposit levels. The increase in salaries and employee benefits was due to the addition of key staff in finance and other areas, while the increase in data processing expense was due to our implementing a new program for electronic communications and online account opening.

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Income Taxes. Income taxes decreasedexpense bywas $624,000$1.3 million for the year ended June 30, 2026, compared to a benefit of $656,000 for the year ended June 30, 2025, compared to a benefit of $32,000 for the year ended June 30, 2024.2025. The decreaseincrease in the income tax provision was due primarily to a net$7.3 lossmillion foryear theover 2025year period.increase in pre-tax income.

Removed

We do not engage in hedging activities, such as engaging in futures, options or interest rate swap transactions, nor invest in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.

Reworded

Net Interest Income. We analyze our sensitivity to changes in interest rates through a net interest income model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We estimate what our net interest income would be for a 12-month period. We then calculate what the net interest income would be for the same period under the assumptions that the United StatesU.S. Treasury yield curve increases or decreases instantaneously by up to 300 basis points, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 2% to 3% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below.

Reworded

The tables below sets forth, as of June 30, 20252026 and June 30, 2024,2025, the calculation of the estimated changes in our net interest income that would result from the designated instantaneous changes in the United StatesU.S. Treasury yield curve.

Removed

Assumes an instantaneous uniform change in interest rates at all maturities.

Removed

Assumes an instantaneous uniform change in interest rates at all maturities.

Reworded

Economic Value of Equity. We also compute amounts by which the net present value of our assets and liabilities (economic value of equity, or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United StatesU.S. Treasury yield curve increases or decreases instantaneously by up to 300 basis points, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.

Reworded

The tables below sets forth, as of June 30, 20252026 and June 30, 2024,2025, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United StatesU.S. Treasury yield curve.

Added

(1)

Added

(1)

Reworded

Liquidity is our ability to meet current and future financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities and proceeds from maturities and calls of securities. We also have the ability to borrow from the Federal Home Loan Bank of Boston.FHLBB. At June 30, 2025,2026, we had $147.0$158.2 million outstanding in advances from the Federal Home Loan Bank of Boston.FHLBB. At June 30, 2025,2026, we had the ability to borrow $100.2$118.8 million in additional Federal Home Loan Bank of BostonFHLBB advances. At June 30, 2025,2026, we had a $5.3 million line of credit with the Federal Home Loan Bank of Boston,FHLBB, which was not drawn at June 30, 2025.2026. Additionally, at June 30, 2025,2026, we had a $67.0$102.0 million secured line of credit through the Federal Reserve Borrower in CustodyBIC program. At that date, there were no amounts outstanding.

Reworded

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $2.5$5.4 million and $231,000$2.5 million for the years ended June 30, 20252026 and 2024,2025, respectively. Net cash used by investing activities, which consists primarily of disbursements for loan originations and the purchase of investment securities, offset by principal collections on loans and proceeds from maturing securities and pay downs on securities, was $86.7$141.9 million and $105.2$86.7 million for the years ended June 30, 20252026 and 2024,2025, respectively. Net cash provided by financing activities was $95.4$141.3 million and $96.9$95.4 million for the years ended June 30, 20252026 and 2024,2025, respectively.

Reworded

We are committed to maintaining a strong liquidity position. We consistently monitor our liquidity position. We anticipate that we will have sufficient funds to meet our current funding commitments based on our current strategy to increase loans with an increase in core deposits and the continued use of Federal Home Loan Bank of BostonFHLBB advances, as needed.

Reworded

At June 30, 2025,2026, Winchester Savingsthe Bank exceeded its applicable regulatory capital requirement, and was considered “well capitalized” under regulatory guidelines.

Removed

The net proceeds from the offering significantly increased our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net offering proceeds are used for general corporate purposes, including funding loans. Our financial condition and results of operations will be enhanced by the net proceeds from the offering, which will increase our net interest-earning assets and net interest income. However, due to the increase in equity resulting from the net proceeds, as well as other factors associated with the offering, our return on equity will be lowered immediately following the offering.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-05-13 (period ending 2026-03-31) with 10-Q filed 2026-02-11 (period ending 2025-12-31).

Risk Factors (10-Q Part II, Item 1A)

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Not applicable, as the Registrant is a smaller reporting company.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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Deposits. Deposits increased $67.1$104.5 million, or 9.9%,15.4%, to $746.3$783.7 million at DecemberMarch 31, 20252026 from $679.2 million at June 30, 2025. TheMoney increasemarket wasaccounts drove the increase, rising $108.7 million, or 90.1%, to $229.3 million at March 31, 2026 from $120.6 million at June 30, 2025, primarily due primarily to angrowth in municipal customer deposits. Offsetting the increase in money market accounts,accounts whichwas increaseda $77.0decrease of $4.2 million, or 63.5%, to $197.1 million at December 31, 2025 from $120.1 million at June 30, 2025; this was due to the growth in our municipal customer deposits. The offset was1.5%, in certificates of deposit, which decreased $9.9 million, or 3.5%,deposit to $273.3$278.9 million at DecemberMarch 31, 20252026 from $283.2 million at June 30, 2025. All of our deposits are fully insured by the FDIC or the Massachusetts Depositors Insurance Fund.
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Interest Expense. Total interest expense decreased $393,000,$415,000, or 3.0%,2.2%, to $12.5$18.8 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to $12.9$19.2 million for the sixnine months ended DecemberMarch 31, 2024.2025. Interest expense on deposits decreased $405,000,$184,000, or 4.1%,1.3%, to $9.5$14.4 million for the sixnine months ended DecemberMarch 31, 2025,2026, from $10.0$14.6 million for the sixnine months ended DecemberMarch 31, 2024.2025. Our average balance of interest-bearing deposits increased $54.0$65.1 million, or 9.1%,10.8%, to $648.7$665.8 million, while our average cost of deposits decreased 4136 basis points to 2.94%2.89% for the sixnine months ended DecemberMarch 31, 2025,2026, from 3.35%3.25% for the sixnine months ended DecemberMarch 31, 2024.2025. The decrease in the average cost of deposits was due to decreases in market interest rates as well as an increase in money market accounts, which typically bear lower rates than certificates of deposits.
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Interest Expense. Total interest expense decreasedtotaled $125,000, or 1.9%, to $6.4$6.2 million for the three months ended DecemberMarch 31, 2025,2026 which represents a decrease of $21,000, or 0.3%, compared to $6.5 million for the threesame monthsperiod endedin December 31, 2024.2025. Interest expense on deposits decreasedincreased $66,000,$222,000, or 1.3%,4.7%, to $4.9 million for the three months ended DecemberMarch 31, 2025.2026. Our average balance of interest-bearing deposits increased $66.7$87.0 million, or 11.1%,14.2%, to $667.9$699.6 million, while our average cost of deposits decreased 3726 basis points to 2.92%2.80% for the three months ended DecemberMarch 31, 2025,2026, from 3.29%3.06% for the three months ended DecemberMarch 31, 2024.2025.
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Net Interest Income. Net interest income was $6.1$6.3 million for the three months ended DecemberMarch 31, 2025,2026, compared to $4.0$4.4 million for the three months ended DecemberMarch 31, 2024,2025, as our interest income increased faster than our interest expense. Our interest rate spread increased to 2.01%2.06% for the three months ended DecemberMarch 31, 20252026 from 1.48%1.61% for the three months ended DecemberMarch 31, 2024.2025. Our net interest margin increased to 2.51%2.54% for the three months ended DecemberMarch 31, 20252026 from 1.92%2.02% for the three months ended DecemberMarch 31, 20242025 Provision for Credit Losses. Based on an analysis of the factors described in “Critical Accounting Policies—Allowance for Credit Losses,” we recorded a provision for credit losses of $388,000$325,000 for the three months ended DecemberMarch 31, 2025,2026, compared to a provisionbenefit of $238,000$21,000 for the three months ended DecemberMarch 31, 2024.2025. The increase in provision for credit losses on loans for the three months ended DecemberMarch 31, 20252026 was primarily due to an increase in loan balancesportfolio and a partial charge-off.growth.
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The increase in salaries and employee benefits was due to the addition of key staff in finance and othercommercial areas,real estate, while the increase in data processing expense was due to our implementing a new program for electronic communications and online account opening. The decrease in deposit insurance expense was due to a decrease in FDIC insurance rates. The lower credit in net periodic pension and post-retirement cost is due to the freezing of the pension plan, while the increase in marketing and advertising is due to the launch of a new website as well as a new investor relations site. The increase in other expense were primarily due to higher cost for professional services related to our operation as a public reporting entity Income Taxes. Income taxes increased by $789,000 to a provision of $632,000 for the six months ended December 31, 2025, compared to a benefit of $157,000 for the six months ended December 31, 2024. The increase in the income tax provision was due primarily to higher income for the six months ended December 31, 2025.entity.
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Net Interest Income. Net interest income was $11.8$18.1 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to $7.8$12.2 million for the sixnine months ended DecemberMarch 31, 2024,2025, as our interest income increased faster than our interest expense. Our interest rate spread increased to 1.98%2.01% for the sixnine months ended DecemberMarch 31, 20252026 from 1.43%1.50% for the sixnine months ended DecemberMarch 31, 2024,2025, while our net interest margin increased to 2.50%2.52% for the sixnine months ended DecemberMarch 31, 20252026 from 1.88%1.93% for the sixnine months ended DecemberMarch 31, 2024.2025. The interest rate spread and net interest margin were both positively impacted by the lower market interest rates.
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Reworded

Management’s discussion and analysis of financial condition and results of operations at DecemberMarch 31, 20252026 and June 30, 2025 and for the three months and sixnine months ended DecemberMarch 31, 20252026 and 20242025 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Reworded

Allowance for Credit Losses on Loans. The allowance for credit losses is established based upon the Company's current estimate of expected lifetime credit losses on loans measured at amortized cost. Credit losses are charged against the allowance when management's assessments confirm that the Company will not collect the full amortized cost basis of a loan. Subsequent recoveries, if any, are credited to the allowance. The Company estimates credit losses for financial assets on a collective basis for loans sharing similar risk characteristics. The Company segments financial assets with similar risk characteristics and has elected to segment its loans based on Federal Call codes used for reporting loans to the Federal Deposit Insurance Corporation as part of the Call Report process. These segments are collectively evaluated for expected credit losses using a quantitative Discounted Cash Flow ("DCF") model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. The Company has elected to use this approach because DCF models allow for effective incorporation of a reasonable and supportable forecast in a directionally consistent and objective manner and peer data is available for certain inputs such as the probability of default and the loss given default. The quantitative model utilizes a loss factor based approach to estimate expected credit losses, which are derived from industry peer loss experience. The model estimates expected credit losses using loan level data over the estimated life of the exposure, considering the effect of prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period, beyond which is a reversion to the historical long-run average using the straight-line reversion method. Management periodically evaluates a reasonable and supportable forecast period and a reversion period to be appropriate for purposes of estimating expected credit losses. The qualitative risk factors impacting the expected risk of loss within the portfolio include the following:

Reworded

The allowance for credit losses on loans is evaluated on a regular basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. For example, an increase of 25 basis points as to our lifetime loss rate for qualitative factors for all loan categories at DecemberMarch 31, 20252026 would have increased our allowance for credit losses on loans at that date to $6.3$6.6 million from $4.4$4.5 million.

Reworded

Comparison of Financial Condition at DecemberMarch 31, 20252026 and June 30, 2025

Reworded

Total Assets. Total assets increased $66.6$107.7 million, or 7.0%,11.3%, to $1.0$1.06 billion at DecemberMarch 31, 2025,2026, from $949.4 million at June 30, 2025. The increase was primarily due to increases in loans and investment securities.

Reworded

Cash and Cash Equivalents. Cash and cash equivalents decreased $459,000,$1.3 million, or 0.8%,2.3%, to $54.8$54.0 million at DecemberMarch 31, 20252026 from $55.2 million at June 30, 2025.

Reworded

Investment Securities. Investment securities, comprised of both available for sale and held to maturity securities, aggregated $122.7$124.0 million at DecemberMarch 31, 20252026 compared to $104.5 million at June 30, 2025, as we continued to invest stock offering proceeds into government agency and mortgage backed securities.

Reworded

Gross Loans. Loans increased $49.0$89.4 million, or 6.5%,11.9%, to $803.1$843.5 million at DecemberMarch 31, 20252026 compared to $754.1 million at June 30, 2025. The main driver of the new growth was in multi-family and residential real estate loans, which increased $24.4$49.6 million and $10.8$31.7 million, respectively. The construction and commercial real estate and home equity portfolios also increased $8.9$6.2 million and $3.4$2.2 million, respectively. We remained focused on originating construction,multi-family, commercial and residential real estate, and multi-family real estate loans as the primary drivers of loan portfolio growth.

Reworded

Deposits. Deposits increased $67.1$104.5 million, or 9.9%,15.4%, to $746.3$783.7 million at DecemberMarch 31, 20252026 from $679.2 million at June 30, 2025. TheMoney increasemarket wasaccounts drove the increase, rising $108.7 million, or 90.1%, to $229.3 million at March 31, 2026 from $120.6 million at June 30, 2025, primarily due primarily to angrowth in municipal customer deposits. Offsetting the increase in money market accounts,accounts whichwas increaseda $77.0decrease of $4.2 million, or 63.5%, to $197.1 million at December 31, 2025 from $120.1 million at June 30, 2025; this was due to the growth in our municipal customer deposits. The offset was1.5%, in certificates of deposit, which decreased $9.9 million, or 3.5%,deposit to $273.3$278.9 million at DecemberMarch 31, 20252026 from $283.2 million at June 30, 2025. All of our deposits are fully insured by the FDIC or the Massachusetts Depositors Insurance Fund.

Reworded

Borrowings. Borrowings, which consisted solely of Federal Home Loan Bank of Boston advances, decreased $3.4 million,$117,000, or 2.3%,0.1%, to $143.6$146.9 million at DecemberMarch 31, 2025,2026, compared to $147.0 million at June 30, 2025, as the inflows from the increase in deposits were used to payrestructure offwholesale some borrowings.funding.

Reworded

Total Stockholders’ Equity. Total stockholders’ equity increased $2.9$3.8 million, and was $118.2$119.1 million at DecemberMarch 31, 20252026 and $115.4 million at June 30, 2025. Total stockholders’ equity increased due to a $758,000$457,000 decrease in accumulated other comprehensive loss to $928,000$1.2 million at DecemberMarch 31, 2025,2026, and bythe net income increase of $2.0$3.2 million for the sixnine months ended DecemberMarch 31, 2025.2026.

Reworded

Comparison of Operating Results for the Three Months Ended DecemberMarch 31, 20252026 and 20242025

Reworded

General. We recorded net income of $1.1 million and $373,000$305,000 for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. The increase in net income was due to an increase in interest and dividend income and a decrease in the cost of deposits,funds, partially offset by an increase in operating expense.

Reworded

Interest and Dividend Income. Interest and dividend income increased $1.9 million, or 18.2%,17.9%, to $12.4$12.5 million for the three months ended DecemberMarch 31, 2025,2026, from $10.5$10.6 million for the three months ended DecemberMarch 31, 2024.2025. Interest and fees on loans, which is our primary source of interest income, increased $1.5$1.4 million, or 15.8%,14.6%, to $10.7$10.9 million for the three months ended DecemberMarch 31, 2025.2026.

Reworded

The average balance of loans increased by $81.1$82.1 million, or 11.3%,11.2%, to $797.4$817.3 million for the three months ended DecemberMarch 31, 2025,2026, over the average balance for the three months ended DecemberMarch 31, 2024,2025, while the average yield on loans increased by 2116 basis points to 5.37%5.32% for the three months ended DecemberMarch 31, 2025,2026, from 5.16% for the three months ended DecemberMarch 31, 2024.2025. The increase in the average yield was due to a change in the composition of our loan portfolio to include a higher percentage of higher yielding construction and commercial real estate loans, as well as multi-family residential real estate loans. The increase in average balance was due to our continuing to pursue new commercial relationships.

Reworded

Interest Expense. Total interest expense decreasedtotaled $125,000, or 1.9%, to $6.4$6.2 million for the three months ended DecemberMarch 31, 2025,2026 which represents a decrease of $21,000, or 0.3%, compared to $6.5 million for the threesame monthsperiod endedin December 31, 2024.2025. Interest expense on deposits decreasedincreased $66,000,$222,000, or 1.3%,4.7%, to $4.9 million for the three months ended DecemberMarch 31, 2025.2026. Our average balance of interest-bearing deposits increased $66.7$87.0 million, or 11.1%,14.2%, to $667.9$699.6 million, while our average cost of deposits decreased 3726 basis points to 2.92%2.80% for the three months ended DecemberMarch 31, 2025,2026, from 3.29%3.06% for the three months ended DecemberMarch 31, 2024.2025.

Reworded

Interest expense on Federal Home Loan Bank advances decreased $59,000,$243,000, or 3.9%,15.6%, to $1.5$1.3 million for the three months ended DecemberMarch 31, 2025.2026. Our average balance of Federal Home Loan Bank advances increaseddecreased $2.9$12.3 million, whileand our average cost of borrowings decreased 2634 basis points to 4.21%3.98% for the three months ended DecemberMarch 31, 2025,2026, from 4.47%4.32% for the three months ended DecemberMarch 31, 2024.2025. The decrease in the Federal Home Loan Bank cost of funds is due to the decrease in average borrowing balances and lower advance rates.

Reworded

Net Interest Income. Net interest income was $6.1$6.3 million for the three months ended DecemberMarch 31, 2025,2026, compared to $4.0$4.4 million for the three months ended DecemberMarch 31, 2024,2025, as our interest income increased faster than our interest expense. Our interest rate spread increased to 2.01%2.06% for the three months ended DecemberMarch 31, 20252026 from 1.48%1.61% for the three months ended DecemberMarch 31, 2024.2025. Our net interest margin increased to 2.51%2.54% for the three months ended DecemberMarch 31, 20252026 from 1.92%2.02% for the three months ended DecemberMarch 31, 20242025 Provision for Credit Losses. Based on an analysis of the factors described in “Critical Accounting Policies—Allowance for Credit Losses,” we recorded a provision for credit losses of $388,000$325,000 for the three months ended DecemberMarch 31, 2025,2026, compared to a provisionbenefit of $238,000$21,000 for the three months ended DecemberMarch 31, 2024.2025. The increase in provision for credit losses on loans for the three months ended DecemberMarch 31, 20252026 was primarily due to an increase in loan balancesportfolio and a partial charge-off.growth.

Reworded

The allowance for credit losses on loans was $4.4$4.5 million at DecemberMarch 31, 20252026 and $4.2 million at June 30, 2025, and represented 0.55%0.54% of total loans at both DecemberMarch 31, 20252026 and 0.55% at June 30, 2025 . The allowance for credit losses for off balance sheet commitments was $428,000$601,000 at DecemberMarch 31, 20252026 and $1.1 million at June 30, 2025. The benefit for off balance sheet commitments is related to the change in ACL methodology and lower balances of loan commitments as the commitments were converted to loans.

Reworded

Total nonaccrual loans were $3.6$1.7 million at DecemberMarch 31, 2025,2026, compared to $2.2 million at June 30, 2025. Total loans past due 30 days or greater were $4.2$1.8 million at DecemberMarch 31, 20252026, andunchanged $1.8 millionfrom June 30, 2025. As a percentage of nonperforming loans, the allowance for credit losses on loans was 121.31%272.17% at DecemberMarch 31, 20252026 compared to 187.57% at June 30, 2025. The increasedecrease in past due and non-accrual balances is primarily due to one constructiona loan that was placed on non-accrualpayoff during the quarter.

Reworded

The decrease in gainloss on marketable equity securities, net, was due to the liquidation of the equities portfolio in June 2025.

Reworded

The increase in salaries and employee benefits was due to the addition of key finance and commercial lending staff, and higher expenses related to our health plan, while the decrease in deposit insurance expense was due to a decrease in FDIC insurance rates. The increase in data processing cost is due to investments in new technologies that will improve customer experience and efficiencies. Increases in marketing expense were due to the launch of a new website as well as a new investor relations site while increases in other expense were primarily due to higher costreserves for professionaloff servicesbalance relatedsheet to our operation as a public reporting entity.commitments.

Reworded

Income Taxes. Income tax expense increased to $276,000$349,000 for the three months ended DecemberMarch 31, 2025,2026, compared to $41,000$67,000 for the three months ended DecemberMarch 31, 2024.2025. The effective tax rates were 20.5%23.4% and 9.9%18.0% for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively, as we had lower levels of taxable income during the 20242025 period.

Reworded

The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances, and the average balance of loans includes non-accrual loans. The yields set forth below include the effect of deferred fees/costs, discounts, and premiums that are amortized or accreted to interest income. Deferred loan fees for the three months ended DecemberMarch 31, 20252026 and 20242025 were not material.

Reworded

Comparison of Operating Results for the SixNine Months ended DecemberMarch 31, 20252026 and 20242025

Reworded

General. We recorded net income of $2.0$3.2 million and net lossincome of $259,000$46,000 for the sixnine months ended DecemberMarch 31, 20252026 and 2024.2025, respectively. The increase in net income was due primarily to increases in net interest income and lower provision for credit losses, partially offset by an increase in non-interest expense and income tax expense.

Reworded

Interest and Dividend Income. Interest and dividend income increased $3.6$5.5 million, or 17.4%,17.6%, to $24.4$36.9 million for the sixnine months ended DecemberMarch 31, 2025,2026, from $20.7$31.4 million for the sixnine months ended DecemberMarch 31, 2024.2025. Interest and fees on loans, which is our primary source of interest income, increased $2.8$4.2 million, or 15.6%,15.2%, to $21.1$32.0 million for the sixnine months ended DecemberMarch 31, 2025,2026, from $18.3$27.7 million for the sixnine months ended DecemberMarch 31, 2024.2025.

Reworded

The average balance of loans increased by $77.7$79.1 million, or 11.0%, to $786.2$796.6 million for the sixnine months ended DecemberMarch 31, 2025,2026, over the average balance for the sixnine months ended DecemberMarch 31, 2024,2025, while the average yield on loans increased by 2219 basis points to 5.37%5.35% for the sixnine months ended DecemberMarch 31, 2025,2026, from 5.15%5.16% for the sixnine months ended DecemberMarch 31, 2024.2025. The increase in the average yield was primarily due to increases in higher yielding construction, commercial and residential real estate, and multi-family loan balances. The increase in average balance was due to our continuing to pursue new commercial relationships.

Reworded

Interest Expense. Total interest expense decreased $393,000,$415,000, or 3.0%,2.2%, to $12.5$18.8 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to $12.9$19.2 million for the sixnine months ended DecemberMarch 31, 2024.2025. Interest expense on deposits decreased $405,000,$184,000, or 4.1%,1.3%, to $9.5$14.4 million for the sixnine months ended DecemberMarch 31, 2025,2026, from $10.0$14.6 million for the sixnine months ended DecemberMarch 31, 2024.2025. Our average balance of interest-bearing deposits increased $54.0$65.1 million, or 9.1%,10.8%, to $648.7$665.8 million, while our average cost of deposits decreased 4136 basis points to 2.94%2.89% for the sixnine months ended DecemberMarch 31, 2025,2026, from 3.35%3.25% for the sixnine months ended DecemberMarch 31, 2024.2025. The decrease in the average cost of deposits was due to decreases in market interest rates as well as an increase in money market accounts, which typically bear lower rates than certificates of deposits.

Reworded

Interest expense on Federal Home Loan Bank advances was $3.0$4.3 million for the sixnine months ended DecemberMarch 31, 2025,2026, ascompared wellto as$4.5 million for the sixnine months ended DecemberMarch 31, 2024.2025. We decreased Federal Home Loan Bank borrowings in recent periods due to increases in the money market accounts. The decrease in the average cost of borrowings was due to decreases in market interest rates between the periods.

Reworded

Net Interest Income. Net interest income was $11.8$18.1 million for the sixnine months ended DecemberMarch 31, 2025,2026, compared to $7.8$12.2 million for the sixnine months ended DecemberMarch 31, 2024,2025, as our interest income increased faster than our interest expense. Our interest rate spread increased to 1.98%2.01% for the sixnine months ended DecemberMarch 31, 20252026 from 1.43%1.50% for the sixnine months ended DecemberMarch 31, 2024,2025, while our net interest margin increased to 2.50%2.52% for the sixnine months ended DecemberMarch 31, 20252026 from 1.88%1.93% for the sixnine months ended DecemberMarch 31, 2024.2025. The interest rate spread and net interest margin were both positively impacted by the lower market interest rates.

Reworded

Provision for Credit Losses. Based on an analysis of the factors described in “Critical Accounting Policies—Allowance for Credit Losses,” we recorded a provision for credit losses of $68,000$393,000 for the sixnine months ended DecemberMarch 31, 2025,2026, compared to a provision of $1.4 million for the sixnine months ended DecemberMarch 31, 2024.2025. The decrease in the provision for credit losses on loans for the sixnine months ended DecemberMarch 31, 20252026 was primarily due to lower charge offs of $580,000$592,000 compared to our charge offs of $1.4 million for the sixnine months ended DecemberMarch 31, 2024.2025. Additionally, there was a net credit of $158,000 recorded for the sixnine months ended DecemberMarch 31, 20252026 due to the change in the credit loss methodology from the Federal Reserve Scaled CECL Allowance for Credit Loss Estimated (SCALE) method to the Discounted Cash Flow (DCF) model which was completed in the first quarter of 2026.

Reworded

The decrease in gain on marketable equity securities, net, was due to the liquidation of the portfolio in June 2025. The loss on sale of securities for the sixnine months ended DecemberMarch 31, 20252026 was due to the sale of securities available for sale, which were replaced with higher yielding investment securities as part of the Company’s investment portfolio restructuring. The increase in miscellaneous other income for the sixnine months ended DecemberMarch 31, 20252026 is primarily due to higher release fees on construction loans.

Reworded

The increase in salaries and employee benefits was due to the addition of key staff in finance and othercommercial areas,real estate, while the increase in data processing expense was due to our implementing a new program for electronic communications and online account opening. The decrease in deposit insurance expense was due to a decrease in FDIC insurance rates. The lower credit in net periodic pension and post-retirement cost is due to the freezing of the pension plan, while the increase in marketing and advertising is due to the launch of a new website as well as a new investor relations site. The increase in other expense were primarily due to higher cost for professional services related to our operation as a public reporting entity Income Taxes. Income taxes increased by $789,000 to a provision of $632,000 for the six months ended December 31, 2025, compared to a benefit of $157,000 for the six months ended December 31, 2024. The increase in the income tax provision was due primarily to higher income for the six months ended December 31, 2025.entity.

Added

Income Taxes. Income taxes increased by $1.1 million to a provision of $981,000 for the nine months ended March 31, 2026, compared to a benefit of $90,000 for the nine months ended March 31, 2025. The increase in the income tax provision was due primarily to higher income for the nine months ended March 31, 2026.

Reworded

The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances, and the average balance of loans includes non-accrual loans. The yields set forth below include the effect of deferred fees/costs, discounts, and premiums that are amortized or accreted to interest income. Deferred loan fees for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 were not material.

Reworded

The tables below sets forth, as of DecemberMarch 31, 20252026 and June 30, 2025, the calculation of the estimated changes in our net interest income that would result from the designated instantaneous changes in the United States Treasury yield curve.

Reworded

The tables above indicate that at DecemberMarch 31, 2025,2026, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 16.8%15.7% decrease in net interest income, and in the event of an instantaneous parallel 200 basis point decrease in interest rates, we would have experienced a 5.2%5.7% increase in net interest income and at June 30, 2025, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 14.3% decrease in net interest income, and in the event of an instantaneous parallel 200 basis point decrease in interest rates, we would have experienced a 1.7% increase in net interest income.

Reworded

The tables below sets forth, as of DecemberMarch 31, 20252026 and June 30, 2025, the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.

Reworded

The tables above indicate that at DecemberMarch 31, 2025,2026, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 22.4%19.6% decrease in EVE, and in the event of an instantaneous parallel 200 basis point decrease in interest rates, we would have experienced a 6.9%5.6% increase in EVE, and at June 30, 2025, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would have experienced a 22.0% decrease in EVE, and in the event of an instantaneous parallel 200 basis point decrease in interest rates, we would have experienced a 7.1% increase in EVE.

Reworded

At DecemberMarch 31, 2025,2026, all estimated changes described above with respect to net interest income and EVE with respect to potential increases in market interest rates were not in compliance with the current policy limits established by the board of trustees. We have determined that selling assets to comply with our internal policies would result in a significant loss that would deplete capital and, as a result, restrict future growth, while providing limited benefit during a period of declining market interest rates, as has begunbegan in the latter half of 2024.

Reworded

Liquidity is our ability to meet current and future financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities and proceeds from maturities and calls of securities. We also have the ability to borrow from the Federal Home Loan Bank of Boston. At DecemberMarch 31, 2025,2026, we had $143.6$146.9 million outstanding in advances from the Federal Home Loan Bank of Boston.Boston and a $25 million outstanding letter of credit. At DecemberMarch 31, 2025,2026, we had the ability to borrow $152.5$146.1 million in additional Federal Home Loan Bank of Boston advances. At DecemberMarch 31, 2025,2026, we had a $5.3 million line of credit with the Federal Home Loan Bank of Boston, which was not drawn at DecemberMarch 31, 2025.2026. Additionally, at DecemberMarch 31, 2025,2026, we had a $68.9$88.2 million secured line of credit through the Federal Reserve Borrower in Custody program. At that date, there were no amounts outstanding.

Reworded

We seek to maintain a minimum monthly liquidity ratio of 4% to 6% of assets, and a minimum quarterly Primary Liquidity ratio of 10%. At DecemberMarch 31, 20252026 and June 30, 2025, we were in compliance with both of these guidelines.

Reworded

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $2.9$4.3 million for the sixnine months ended DecemberMarch 31, 20252026 and net cash used by operating activities was $277,000$571,000 for the sixnine months ended DecemberMarch 31, 2024.2025. Net cash used by investing activities, which consists primarily of disbursements for loan originations and the purchase of investment securities, offset by principal collections on loans and proceeds from maturing securities and pay downs on securities, was $67.3$110.1 million and $44.1$47.5 million for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Net cash provided by financing activities was $64.0$104.6 million and $41.9$69.4 million for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Reworded

At DecemberMarch 31, 2025,2026, Winchester Savings Bank exceeded its applicable regulatory capital requirement, and was considered “well capitalized” under regulatory guidelines.

WSBK insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 5 Form 4 filings (4 insiders, 5 trade dates, 11,300 shares, about $145.3K) and open-market sales in 0 filings. Net open-market shares: 11,300 (purchases minus sales); net value about $145.3K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-05-26Merritt Edward J
Director
Open-market purchase 915$12.76 $11.7K20,915 SEC
2026-05-21Carroll John A
Director, President & CEO
Open-market purchase 50$12.75 $63850 SEC
2026-05-07Snow John Ingalls Iii
Director
Open-market purchase 1,525$12.79 $19.5K19,535 SEC
2026-05-07Snow John Ingalls Iii
Director
Open-market purchase 200$12.77 $2.6K19,735 SEC
2026-05-05Snow John Ingalls Iii
Director
Open-market purchase 6,110$12.87 $78.6K18,610 SEC
2026-05-05Snow John Ingalls Iii
Director
Gift 200— —200 SEC
2026-05-05Snow John Ingalls Iii
Director
Gift 600— —18,010 SEC
2026-05-01Boodakian Stephen Harry
Director
Open-market purchase 2,500$12.93 $32.3K2,500 SEC

Well-known investors holding WSBK (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Renaissance Technologies COM2026-06-3031,400$412.6K0.0%Added 1%
Millennium Management (Israel Englander) COM2026-06-3011,543$146.6K—Sold out

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when WSBK files, watchlists and downloadable comparisons.