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  4. [D/A] EWSB Bancorp, Inc. /MD/ SEC Filing

EWSB Bancorp, Inc. (EWSB) completes $3.5M Rule 506(b) equity sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D/A

Rhea-AI Filing Summary

EWSB Bancorp, Inc., a Maryland corporation operating as a commercial banking company in Wisconsin, filed a notice of an exempt securities offering of equity securities under Rule 506(b) of Regulation D. The issuer reports a total amount sold of $3,500,000 with $0 remaining to be sold.

The first sale in this offering occurred on June 29, 2026. No finders’ fees are reported, with finders’ fees of $0. The company declines to disclose its revenue range. The notice is signed by President and CEO Charles D. Schmalz on behalf of the issuer.

Positive

  • None.

Negative

  • None.

Filing Explained

The amended notice records a completed $3,500,000 equity offering, but omits the share count and terms needed to size existing holders’ dilution.

The Form D/A is an amended notice of an exempt offering. It records $3,500,000 of equity securities sold and $0 remaining, so the disclosed offering has no remaining amount to sell.

The filing identifies the security type as equity but leaves the share count, price, ownership terms, and use-of-proceeds field undisclosed. It therefore does not establish how many shares were sold, whether existing holders' percentage ownership changed, or how the amount will be deployed.

The supplied definition says issuing additional shares reduces an existing holder's percentage ownership absent offsetting changes; the filing lacks the terms needed to apply that dilution analysis to this offering.

The specific unresolved items are the equity security terms, share count, and Item 16 use-of-proceeds disclosure in this offering notice.

Total Amount Sold $3,500,000 USD Equity securities sold in exempt offering under Rule 506(b)
Total Remaining to be Sold $0 USD Remaining amount in the reported exempt offering
Date of First Sale 2026-06-29 Initial sale date for securities in this offering
Finders’ Fees $0 USD Finders’ fees expenses for the exempt offering
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
covered securities regulatory
"If the securities that are the subject of this Form D are "covered securities""
aggregate net asset value financial
"Revenue Range | OR | Aggregate Net Asset Value Range"
Offering Type other

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FAQ

What type of securities is EWSB (EWSB Bancorp, Inc.) offering in this Form D/A filing?
EWSB Bancorp, Inc. is offering equity securities in an exempt private offering. The company relies on Rule 506(b) of Regulation D to conduct this transaction without SEC registration, targeting investors in a commercial banking context.

How much has EWSB (EWSB Bancorp, Inc.) raised in its exempt offering?
EWSB Bancorp, Inc. reports a total amount sold of $3,500,000 in this exempt equity offering. The filing also shows $0 remaining to be sold, indicating the offering amount disclosed has been fully placed.

When did the first sale occur in EWSB (EWSB Bancorp, Inc.)’s Form D/A offering?
The first sale in EWSB Bancorp, Inc.’s exempt offering occurred on June 29, 2026. This date establishes when investors first purchased securities in the Rule 506(b) equity offering described in the notice.

Does EWSB (EWSB Bancorp, Inc.) report any finders’ fees in this Form D/A?
No. EWSB Bancorp, Inc. reports finders’ fees of $0 in connection with this exempt offering. The disclosure indicates no compensation was paid to finders as part of the securities sales reported.

Under which exemption is EWSB (EWSB Bancorp, Inc.) conducting this $3.5M offering?
The offering relies on Rule 506(b) of Regulation D as the claimed federal exemption. This rule allows an exempt private offering of securities subject to specific investor and solicitation conditions under the Securities Act of 1933.

Who signed the Form D/A notice for EWSB (EWSB Bancorp, Inc.) and in what capacity?
The notice is signed by Charles D. Schmalz on behalf of EWSB Bancorp, Inc. He signs in his capacity as President and CEO, certifying the contents of the exempt offering notice.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0002013792
None
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
EWSB Bancorp, Inc. /MD/
Jurisdiction of Incorporation/Organization
MARYLAND
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2024
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
EWSB Bancorp, Inc. /MD/
Street Address 1 Street Address 2
109 West Second Street
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Kaukauna WISCONSIN 54130 920-766-4646

3. Related Persons

Last Name First Name Middle Name
Schmalz Charles D.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mangold James E.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Schneider Kory J.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Vander Loop Kailee M.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Cruz Lisa D.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Demerath Kenneth P.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Dorow Kay M.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Haen Steven C.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hoersch Lori A.
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lundt Hope
Street Address 1 Street Address 2
109 W. Second Street
City State/Province/Country ZIP/PostalCode
Kaukauna WISCONSIN 54130
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
X Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

New Notice Date of First Sale 2026-06-29 First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $3,500,000 USD
or Indefinite
Total Amount Sold $3,500,000 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
9

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
EWSB Bancorp, Inc. /MD/ /s/ Charles D. Schmalz Charles D. Schmalz President and CEO 2026-07-22

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR