UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On February 11, 2025, Winchester Bancorp, Inc., a Maryland corporation (the “Company”), Winchester Bancorp, MHC, a Massachusetts-chartered mutual holding company in formation and Winchester Savings Bank (the “Bank”) entered into an Agency Agreement with Raymond James & Associates, Inc. (“Raymond James”). Raymond James will assist in the marketing of the Company’s common stock during the Company’s stock offering in connection with the Bank’s proposed mutual holding company reorganization.
For its marketing agent services, Raymond James will receive a management fee of $25,000 and will receive a success fee of 1.15% of the aggregate dollar amount of shares sold in the subscription and community offering, subject to a minimum success fee of $400,000. No fee will be payable to Raymond James with respect to shares purchased by or on behalf of officers, trustees, corporators, employees or the immediate family of such persons (which for these purposes includes the spouse, parents, siblings and children who live in the same house as the individual), or trusts of or companies controlled by such persons, and qualified and non-qualified employee benefit plans or issued to the charitable foundation we are establishing in connection with the reorganization. The $25,000 management fee will be credited against the success fee. If the Company conducts a syndicated community offering, the Company will pay a fee of 6.00% of the aggregate dollar amount of common stock sold in the syndicated community offering.
In addition, Raymond James will receive a fee of $25,000 for records agent services, as well as reimbursements, subject to certain limitations, for out-of-pocket expenses and legal expenses related to its marketing agent services and its records agent services.
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1, as amended (Registration No. 333-283752), filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated February 11, 2025.
The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 1.1 | Agency Agreement dated February 11, 2025, by and among Winchester Bancorp, Inc., Winchester Bancorp, MHC and Winchester Savings Bank and Raymond James & Associates, Inc. (exhibits omitted) | |
| 104.1 | The cover page for this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| WINCHESTER BANCORP, INC. | ||||||
| DATE: February 18, 2025 | By: | /s/ John A. Carroll | ||||
| John A. Carroll | ||||||
| President and Chief Executive Officer | ||||||