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EWSB Bancorp (EWSB) adds preferred stock, weighs private offer

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EWSB Bancorp, Inc. authorized up to 350,000 shares of Series A Junior Non-Voting Participating Preferred Stock with a par value of $0.01 per share through Articles Supplementary filed in Maryland. This preferred stock has no voting rights, is not redeemable, and ranks senior to common stock in liquidation but junior to any expressly senior capital stock and on parity with other series.

In mergers, including transactions with a credit union, the preferred stock would receive the same consideration as common stock. Holders, if any shares are issued, would receive non-cumulative cash dividends in the same per-share amount and on the same dates as common stockholders. The company is also considering a private offering of common stock limited to stockholders as of April 1, 2026 who are accredited investors, relying on exemptions from Securities Act registration and filed this notice under Rule 135c.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized preferred shares 350,000 shares Series A Junior Non-Voting Participating Preferred Stock
Par value per preferred share $0.01 per share Series A Junior Non-Voting Participating Preferred Stock
Authorization date April 23, 2026 Articles Supplementary filed in Maryland
Record date for potential offering April 1, 2026 Stockholders eligible for contemplated private common stock offering
Series A Junior Non-Voting Participating Preferred Stock financial
"providing for the authorization of up to 350,000 shares of Series A Junior Non-Voting Participating Preferred Stock"
non-cumulative cash dividends financial
"will be entitled to receive non-cumulative cash dividends payable to holders of the Common Stock"
accredited investors regulatory
"stockholders of the Company as of April 1, 2026, that qualify as “accredited investors”"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Rule 135c regulatory
"This notice is being filed pursuant to and in accordance with Rule 135c under the Securities Act."
forward-looking statements regulatory
"contains forward-looking statements that involve risks and uncertainties."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   April 23, 2026

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

Maryland
000-56690
Applied For
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)

109 West Second Street, Kaukauna, Wisconsin
54130
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (920) 766-4646

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
None
        

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 23, 2026, EWSB Bancorp, Inc. (the “Company”) filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, providing for the authorization of up to 350,000 shares of Series A Junior Non-Voting Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”).
Pursuant to the Articles Supplementary, any Preferred Stock issued by the Company will have no voting rights and will not be redeemable. Any Preferred Stock, if and when issued, will, for purposes of distribution upon any liquidation, dissolution or winding up, be senior to the common stock of the Company (the “Common Stock”), junior to any series of capital stock expressly stated to be senior to the Preferred Stock, and on parity to any other series of capital stock. Such Preferred Stock, if and when issued, will, in the event of any merger or similar transaction (including any transaction with a credit union) receive the same merger consideration as Common Stock. Any holders of the Preferred Stock, if and when issued, will be entitled to receive non-cumulative cash dividends payable to holders of the Common Stock on the date and in the per share amount such dividends are payable to holders of the Common Stock. Any holders of the Preferred Stock, if and when issued, will be entitled to receive non-cumulative cash dividends payable to holders of the Common Stock on the date and in the per share amount such dividends are payable to holders of the Common Stock.
The foregoing summary of the Articles Supplementary is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events

The Company is considering implementing a private offering of Common Stock. If conducted, the Company anticipates such offering would be made only to stockholders of the Company as of April 1, 2026, that qualify as “accredited investors,” as such term is defined by the Securities and Exchange Commission. Any securities issued in such an offering (1) will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and (2) will be offered and sold in reliance upon exemptions from registration under the Securities Act and state securities laws.

This notice does not and will not constitute an offer to sell or the solicitation of an offer to buy the securities described in this Current Report on Form 8-K and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This notice is being filed pursuant to and in accordance with Rule 135c under the Securities Act.

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. The statements contained herein that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding expectations, beliefs, intentions or strategies regarding the future. Some factors that could cause results to differ materially from those projected in the forward-looking statements include matters described in the filings of the Company with the Securities and Exchange Commission, including but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements included in this document are based on the information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statement.

Item 9.01 Financial Statements and Exhibits

(d)
Exhibits


3.1
Articles Supplementary relating to the designation of shares of Series A Junior Non-Voting Participating Preferred Stock


104
Cover Page Interactive Data File (embedded within Inline XBRL document)


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.

   
EWSB BANCORP, INC.
     
     
DATE: April 24, 2026
By:  
/s/ Charles D. Schmalz 
   
Charles D. Schmalz
   
President and Chief Executive Officer




Source: View Original Filing on SEC EDGAR

FAQ

What new preferred stock did EWSB (EWSB) authorize?

EWSB Bancorp authorized up to 350,000 shares of Series A Junior Non-Voting Participating Preferred Stock at $0.01 par value. These shares have no voting rights, are not redeemable, and sit senior to common stock in liquidation but junior to any expressly senior capital stock.

How do EWSB’s new preferred shares rank versus common stock?

The new Series A preferred shares would be senior to EWSB common stock in any liquidation, dissolution, or winding up. They would be junior to any capital stock expressly stated as senior and on parity with any other capital stock series, aligning them between senior securities and common equity.

Will EWSB’s new preferred stock receive dividends?

If any Series A preferred shares are issued, holders will receive non-cumulative cash dividends on the same dates and in the same per-share amounts as common stockholders. This ties preferred dividends directly to common stock dividend declarations without creating an additional cumulative dividend obligation.

What merger treatment applies to EWSB’s new preferred stock?

In any merger or similar transaction, including a deal with a credit union, the Series A preferred stock would receive the same merger consideration as EWSB common stock. This aligns economic treatment of preferred and common holders in change-of-control or combination transactions described in the disclosure.

What private offering is EWSB Bancorp considering?

EWSB is considering a private offering of common stock made only to stockholders of record as of April 1, 2026 who qualify as accredited investors. Any securities issued would rely on exemptions from registration under the Securities Act and applicable state securities laws.

Will EWSB’s contemplated offering be registered with the SEC?

Any securities issued in the contemplated common stock offering will not be registered under the Securities Act. They may only be offered or sold using available registration exemptions, and the filing explicitly states the notice is made pursuant to Rule 135c as a limited informational communication.

Filing Exhibits & Attachments

4 documents

Other Documents