UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~May 211, 2021

1895 Bancorp of Wisconsin, Inc.

(Exact Name of Registrant as Specified in Charter)

Federal	001-38778	83-3078306
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile No.)	(I.R.S. EmployerIdentification No.)
7001 West Edgerton Avenue, Greenfield, Wisconsin		53220
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (414) 421-8200

Not Applicable

(Former name or former address, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BCOW	The NASDAQ Stock Market, LLC

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))

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 81.01 ~~Other~~Entry ~~Events~~Into a Material Definitive Agreement

On ~~March~~May 211, 2021, ~~the Boards of Directors of~~ 1895 Bancorp of Wisconsin, ~~MHC~~Inc., a Maryland corporation (the “~~Mutual Holding~~ Company”), 1895 Bancorp of Wisconsin, Inc., ~~(the~~a federal corporation (“~~Company~~Old 1895 Bancorp”), ~~and~~ PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, MHC (the “~~Bank~~MHC”) ~~each~~entered ~~adopted~~into aan ~~Plan~~Agency ofAgreement ~~Conversion~~with ~~and~~Keefe, ~~Reorganization~~Bruyette & ofWoods, ~~the~~Inc. ~~Mutual Holding Company~~ (~~the~~ “~~Plan~~KBW”). ~~pursuant~~KBW towill ~~which~~assist the ~~Mutual Holding~~ Company ~~will undertake~~in aselling ~~“second-step”~~the ~~conversion~~shares ~~and~~of ~~cease~~the toCompany’s ~~exist.~~common ~~The~~stock ~~Bank~~on ~~will~~a ~~reorganize~~best ~~from~~efforts abasis ~~two-tier~~in ~~mutual~~the ~~holding~~Company’s ~~company~~subscription ~~structure~~and tocommunity aofferings ~~fully~~in ~~public~~connection ~~stock~~with ~~holding~~the ~~company~~MHC’s ~~structure.~~pending ~~The~~conversion ~~Mutual Holding~~from ~~Company~~the ~~currently~~mutual ~~owns~~holding ~~approximately~~company ~~56.2%~~to of the ~~shares~~stock holding ofcompany ~~common~~form ~~stock~~ of ~~the Company~~organization.

~~Pursuant~~KBW ~~to the Plan, (i) the Bank~~ will ~~become~~receive a ~~wholly~~fee ~~owned~~of ~~subsidiary~~1.0% of ~~a Maryland stock corporation (~~the ~~“New~~aggregate ~~Holding~~purchase ~~Company”),~~price ~~(ii)~~of ~~the~~all shares of common stock ofsold by the Company ~~held~~in bythe ~~persons~~subscription ~~other~~offering ~~than~~and ~~the~~a ~~Mutual~~fee ~~Holding~~of ~~Company~~1.5% ~~(whose~~of ~~shares~~the ~~will~~aggregate bepurchase ~~canceled)~~price ~~will~~of ~~be converted~~all ~~into~~ shares of common stock ofsold by the ~~New Holding~~ Company ~~pursuant~~in tothe ancommunity ~~exchange~~offering, ~~ratio~~subject ~~designed~~ to ~~preserve~~a ~~the~~minimum ~~percentage~~fee ~~ownership interests~~ of ~~such~~$315,000. ~~persons~~No ~~(excluding~~fee ~~shares~~will ~~purchased~~be inpayable ~~the~~to ~~stock~~KBW ~~offering~~with respect ~~described~~to ~~below~~shares ~~and~~purchased ~~cash received~~by inthe ~~lieu~~Company’s ofofficers, ~~fractional shares~~directors, ~~and~~or asemployees, ~~adjusted~~or toshares ~~reflect~~purchased ~~certain assets held~~ by the ~~Mutual Holding~~ Company),’s ~~and~~employee ~~(iii) the~~benefit ~~New~~plans. ~~Holding~~In ~~Company~~the ~~will~~event ~~offer~~that ~~and sell~~ shares of the Company’s common stock ~~representing~~remain ~~the~~available ~~ownership~~for ~~interest~~sale ofafter the ~~Mutual~~ ~~Holding~~completion ~~Company~~of inthe a subscription ~~offering. The~~and ~~Plan~~community isofferings ~~subject~~and toa ~~regulatory~~syndicated ~~approval~~offering asis ~~well~~conducted, as the ~~approval~~Company ofwill ~~the~~pay ~~members~~fees of ~~the~~6% ~~Mutual Holding Company (depositors~~ of the ~~Bank)~~aggregate ~~and~~purchase ~~the~~price ~~Company’s stockholders (including the approval~~ of a ~~majority~~all ~~of the Company’s outstanding~~ shares of common stock ~~held~~sold byin ~~persons other than~~ the ~~Mutual~~syndicated ~~Holding~~offering ~~Company)~~to KBW.

~~Shares~~The ~~not subscribed~~shares ~~for~~of incommon ~~the~~stock ~~subscription~~are ~~offering~~being ~~would~~offered bepursuant ~~available~~to ~~for sale in~~ a ~~community~~Registration ~~offering~~Statement ~~and,~~on ifForm ~~necessary,~~S-1 (Registration ~~in a syndicated community offering~~No. 333-254135) ~~The~~filed ~~number~~by ~~and price of shares to be sold in~~ the ~~offering~~Company ~~and~~under the ~~exchange~~Securities ~~ratio~~Act ~~for current stockholders~~ of ~~the~~1933, ~~Company~~as ~~will~~amended, beand ~~based~~a onrelated anprospectus ~~independent~~dated ~~appraisal~~May 11, 2021.

The foregoing ~~summary~~description of the ~~Plan~~terms of the Agency Agreement is not complete and is qualified in its entirety by ~~reference~~references to the ~~complete text of the Plan~~Agency Agreement, which is filed as Exhibit 21.1 tohereto ~~this Form 8-K~~ and ~~which is~~ incorporated ~~herein~~ by reference herein.

~~The~~Item ~~Company announced the adoption of the Plan in a press release dated March 2, 2021~~9. A01 ~~copy~~Financial ofStatements ~~the press release is filed as Exhibit 99.1 hereto~~ and ~~is incorporated herein by reference.~~ Exhibits

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

(a) Not Applicable.


Exhibit		Description

1.1		Agency Agreement dated May 11, 2021, by and among the Company, Old 1895 Bancorp, PyraMax Bank, FSB and the MHC and KBW (exhibits omitted)

(b) Not Applicable.

(d) Exhibits.

Exhibit No.		Description
2.1		Plan of Conversion and Reorganization of 1895 Bancorp of Wisconsin, MHC dated March 2, 2021
99.1		Press Release dated March 2, 2021

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.

1895 BANCORP OF WISCONSIN, INC.

DATE: March 3, 2021

/s/ Richard B. Hurd

DATE: May 12, 2021

/s/ Richard B. Hurd

Richard B. Hurd

Chief Executive Officer

Filing Compare · 1895 Bancorp of Wisconsin, Inc.