UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~September 3130, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: ~~333~~001-~~283752~~42627

WINCHESTER BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)


Maryland	33-3361275
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
661 Main Street Winchester, Massachusetts	01890
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 729-2130

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

Title of each class TradingSymbol(s) Name of each exchange on which registered N/A N/A N/A

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.01 per share

     WSBK

     The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May~~November 12, 2025, the registrant had 9,295,376 shares of common stock outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	32
Item 1.	Financial Statements (Unaudited)	32
	Consolidated Balance Sheets	32
	Consolidated Statements of Operations	43
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Statements of Changes in Surplus	6
	Consolidated Statements of Changes in Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	86
	Notes to Unaudited Consolidated Financial Statements	97
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2423
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3834
Item 4.	Controls and Procedures	3834
PART II.	OTHER INFORMATION	3935
Item 1.	Legal Proceedings	3935
Item 1A.	Risk Factors	3935
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3935
Item 3.	Defaults Upon Senior Securities	3935
Item 4.	Mine Safety Disclosures	3935
Item 5.	Other Information	3935
Item 6.	Exhibits	4036
Signatures		4137

Explanatory Note

Winchester Bancorp, Inc., a Maryland corporation (the "Company"), was formed on December 6, 2024 to serve as the bank holding company for Winchester Savings Bank and Subsidiaries (the "Bank") as part of the Bank's mutual holding company reorganization. As of March 31, 2025 the reorganization had not been completed, and, as of that date, the Registrant had no assets or liabilities, and had not conducted any business other than that of an organizational nature. Accordingly, financial and other information of the Bank is included in this Quarterly Report.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Winchester ~~Savings~~Bancorp, ~~Bank~~Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

~~March~~September 3130, 2025 and June 30, ~~2024~~2025

	March 31,			June 30,
	September 30,			June 30,
	2025			~~2024~~2025
	(In thousands)
	(In thousands, except share data)
Assets
Cash and due from banks	$	71,~~833~~653		$	37,~~183~~513
Interest-bearing deposits		5856,~~784~~064			4047,~~931~~731
Total cash and cash equivalents		6657,~~617~~717			4455,~~114~~244
Securities available for sale, at fair value		3454,~~986~~732			3147,~~090~~299
Marketable equity securities, at fair value		2,263			2,112
Securities held to maturity, at amortized cost		60,623			57,211
Securities held to maturity, at amortized cost		51,778			55,548
Federal Home Loan Bank stock, at cost		6,928			6,278
Federal Home Loan Bank stock, at cost		6,100			5,763
Loans, net of allowance for credit losses of $4,356 at September 30, 2025 and $4,151 at June 30, 2025		793,184			751,220
Loans, net of allowance for credit losses of $3,600 at March 31, 2025 and $3,451 at June 30, 2024		727,728			681,951
Bank owned life insurance		11,044			10,925
Bank owned life insurance		10,810			10,459
Premises and equipment, net		6,188			6,418
Premises and equipment, net		6,612			6,981
Accrued interest receivable		3,458			3,327
Accrued interest receivable		3,061			3,165
Net deferred tax asset		1,034			1,212
Other assets		1310,~~137~~304			1110,~~785~~244
	$	923,092		$	852,968
Total assets	$	1,005,212		$	949,378
Liabilities and Surplus
Liabilities and stockholders' equity
Non-interest-bearing deposits	$	8663,~~435~~577		$	5255,~~442~~696
Interest-bearing deposits		~~616~~652,~~646~~846			~~582~~623,~~951~~486
Federal Home Loan Bank advances		~~131~~164,000			~~129~~147,~~469~~000
Mortgagors’ escrow accounts		1,~~867~~946			1,~~642~~756
Net deferred tax liability		235			70
Accrued expenses and other liabilities		5,851			6,088
Accrued expenses and other liabilities		5,995			6,106
Total liabilities		888,220			834,026
Total liabilities		842,178			772,680
Commitments and contingencies
Surplus		82,140			82,094
Preferred stock, $.01 par value, 5,000,000 shares authorized, none outstanding		—			—
Accumulated other comprehensive loss		(1,226	)		(1,806	)
Common stock, $.01 par value, 20,000,000 shares authorized, 9,295,376 issued and outstanding as of September 30, 2025 and June 30, 2025		93			93
Total surplus		80,914			80,288
Additional paid-in capital		39,567			39,571
	$	923,092		$	852,968
Unearned compensation (ESOP)		(3,278	)		(3,346	)
Retained earnings		81,682			80,720
Accumulated other comprehensive loss		(1,072	)		(1,686	)
Total stockholders' equity		116,992			115,352
Total liabilities and stockholders' equity	$	1,005,212		$	949,378

The accompanying notes are an integral part of these condensed consolidated financial statements.

Winchester ~~Savings~~Bancorp, ~~Bank~~Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

	Three months ended						~~Nine months ended~~
	March 31,						March 31,
	September 30,
	2025			2024			~~2025~~			~~2024~~
	(In thousands)
	(In thousands, except share data)
Interest and dividend income:
Interest and fees on loans	$	910,~~479~~402		$	79,~~886~~015		$	~~27,739~~		$	~~22,420~~
Interest and dividends on securities		~~744~~1,113			~~660~~898			~~2,266~~			~~1,619~~
Interest on federal funds sold and other interest-bearing deposits		~~390~~422			~~496~~318			~~1,347~~			~~1,296~~
Total interest and dividend income		1011,~~613~~937			910,~~042~~231			~~31,352~~			~~25,335~~
Interest expense:
Interest on deposits		4,~~681~~670			45,~~311~~009			~~14,633~~			~~11,362~~
Interest on Federal Home Loan Bank advances		1,~~559~~526			1,~~264~~454			~~4,547~~			~~3,169~~
Total interest expense		6,~~240~~196			56,~~575~~463			~~19,180~~			~~14,531~~
Net interest income		45,~~373~~741			3,~~467~~768			~~12,172~~			~~10,804~~
Provision (benefit) for credit losses		(21320	)		~~100~~1,162			~~1,379~~			~~239~~
Net interest income, after provision (benefit) for credit losses		46,~~394~~061			32,~~367~~606			~~10,793~~			~~10,565~~
Other income:
Non-interest income:
Customer service fees		~~167~~191			~~161~~188			~~535~~			~~502~~
Income on bank owned life insurance		~~115~~119			65117			~~351~~			~~197~~
Loss on available for sale securities, net		—			—			—			(33	)
Gain on marketable equity securities, net		—			171
Gain (loss) on marketable equity securities, net		(71	)		219			152			292
Loss on sale of securities available for sale		(317	)		—
Gain on sale of fixed assets		—			—			—			314
Miscellaneous		59			25
Miscellaneous		88			33			150			96
Total non-interest income		52			501
Total other income		299			478			1,188			1,368
Non-interest expense:
Operating expenses:
Salaries and employee benefits		2,697			2,263
Salaries and employee benefits		2,531			2,134			6,967			6,701
Occupancy and equipment, net		396			377
Occupancy and equipment, net		409			395			1,199			1,130
Data processing		408			347
Data processing		356			305			1,008			827
Deposit insurance		210			221
Deposit insurance		210			128			638			319
Marketing and advertising		184			96
Marketing and advertising		120			96			312			280
Other general and administrative		900			633
Other general and administrative		695			614			1,901			1,917
Total non-interest expense		4,795			3,937
Total operating expenses		4,321			3,672			12,025			11,174
Income (loss) before income taxes		1,318			(830	)
Income (loss) before income taxes		372			173			(44	)		759
Provision (benefit) for income taxes		356			(198	)
Provision (benefit) for income taxes		67			(19	)		(90	)		81
Net income (loss)	$	962		$	(632	)
Net income	$	305		$	192		$	46		$	678
Share Data:
Average common shares outstanding, basic and diluted		8,964,893		n/a
Basic and diluted net income per share	$	0.11		n/a

The accompanying notes are an integral part of these condensed consolidated financial statements.

Winchester Bancorp, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss) (unaudited)


	Three months ended
	September 30,
	2025			2024
	(In thousands)
Net income (loss)	$	962		$	(632	)
Other comprehensive income:
Securities available for sale:
Unrealized holding gains		480			744
Reclassification adjustment for losses realized in income		317			—
Net unrealized gains		797			744
Tax effect		(183	)		(167	)
Net-of-tax amount		614			577
Comprehensive income (loss)	$	1,576		$	(55	)

The accompanying notes are an integral part of these consolidated financial statements.

Winchester ~~Savings~~Bancorp, ~~Bank~~Inc. and Subsidiaries

Consolidated Statements of ~~Comprehensive~~Changes ~~Income~~in Stockholders’ Equity (unaudited)

	Three months ended						Nine months ended
	March 31,						March 31,
	2025			2024			2025			2024
	(In thousands)
Net income	$	305		$	192		$	46		$	678
Other comprehensive income (loss):
Securities available for sale:
Unrealized holding gains (losses)		367			(9	)		749			715
Reclassification adjustment for losses realized in income		—			—			—			33
Net unrealized gains (losses)		367			(9	)		749			748
Tax effect		(83	)		2			(169	)		(168	)
Net-of-tax amount		284			(7	)		580			580
Comprehensive income	$	589		$	185		$	626		$	1,258

Three Months Ended September 30, 2025 and 2024


	Shares of Common Stock		Common Stock		Additional Paid in Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Unearned Compensation ESOP			Total Stockholders' Equity
	(In thousands, except share data)
Balance at June 30, 2025		9,295,376	$	93	$	39,571		$	80,720	$	(1,686	)	$	(3,346	)	$	115,352
Comprehensive income		—		—		—			962		614			—			1,576
ESOP shares released and committed to be released		—		—		(4	)		—		—			68			64
Balance at September 30, 2025		9,295,376	$	93	$	39,567		$	81,682	$	(1,072	)	$	(3,278	)	$	116,992


	Surplus			Accumulated Other Comprehensive Income (Loss)			Total Surplus
	(In thousands)
Balance at June 30, 2024	$	82,094		$	(1,806	)	$	80,288
Comprehensive income (loss)		(632	)		577			(55	)
Balance at September 30, 2024	$	81,462		$	(1,229	)	$	80,233

The accompanying notes are an integral part of these consolidated financial statements.

Winchester ~~Savings~~Bancorp, ~~Bank~~Inc. and Subsidiaries

Consolidated Statements of Changes in Surplus (unaudited)

Three Months Ended March 31, 2025 and 2024

	Surplus		AccumulatedOtherComprehensiveIncome (Loss)			TotalSurplus
	(In thousands)
Balance at December 31, 2024	$	81,835	$	(1,510	)	$	80,325
Comprehensive income		305		284			589
Balance at March 31, 2025	$	82,140	$	(1,226	)		80,914
Balance at December 31, 2023	$	81,794	$	(2,671	)	$	79,123
Comprehensive income (loss)		192		(7	)		185
Balance at March 31, 2024	$	81,986	$	(2,678	)	$	79,308

The accompanying notes are an integral part of these consolidated financial statements.

Winchester Savings Bank and Subsidiaries

Consolidated Statements of Changes in Surplus (unaudited)

Nine Months Ended March 31, 2025 and 2024

	Surplus		AccumulatedOtherComprehensiveIncome (Loss)			TotalSurplus
	(In thousands)
Balance at June 30, 2024	$	82,094	$	(1,806	)	$	80,288
Comprehensive income		46		580			626
Balance at March 31, 2025	$	82,140	$	(1,226	)	$	80,914
Balance at June 30, 2023	$	80,304	$	(3,258	)	$	77,046
Cumulative effect of change in accounting principle (1)		1,004		—			1,004
Comprehensive income		678		580			1,258
Balance at March 31, 2024	$	81,986	$	(2,678	)	$	79,308

Represents adjustment needed to reflect cumulative impact on surplus pursuant to the Bank’s adoption of Accounting Standard Update 2016-13. The adjustment presented includes a $2.8 million ($2.0 million, net of tax) reduction in the allowance for credit losses related to loans, and a $1.4 million ($1.0 million, net of tax) increase in the reserve for off-balance sheet credit exposures resulting from the Bank’s adoption of the standard.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Winchester Savings Bank and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

For the ~~Nine~~Three Months Ended ~~March~~September 3130, 2025 and 2024

	Nine months ended
	Three months ended
	March 31,
	September 30,
	2025			2024
	(In thousands)
Cash flows from operating activities:
Net income	$	46		$	678
Net income (loss)	$	962		$	(632	)
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Provision for credit losses		1,379			239
Provision (benefit) for credit losses		(320	)		1,162
Net amortization of securities		~~273~~21			~~316~~94
Depreciation and amortization		~~627~~223			~~540~~209
Increase in cash surrender value of bank owned life insurance		(~~351~~119	)		(~~197~~117	)
Accretion of net deferred loan origination costs		(41	)		(34	)
Accretion of net deferred loan origination fees		(17	)		(41	)
Losses on debt securities, net		—			33
Losses on sale of securities available for sale, net		317			—
Gain on marketable equity securities, net		~~(152~~—	)		(~~292~~171	)
Deferred tax provision		64			—
Net change in:
Accrued interest receivable		~~104~~(131	)		~~(638~~94	)
Other assets		~~(1,204~~735	)		(~~2,165~~209	)
Accrued expenses and other liabilities		(~~110~~378	)		~~1,967~~(723	)
Net cash provided by operating activities		571			447
Net cash provided (used) by operating activities		1,357			(334	)
Cash flows from investing activities:
Activity in securities available for sale:
Maturities, calls and prepayments		141,~~153~~784			39,~~197~~714
Sales		—7,195			~~2,072~~—
Purchases		(1715,~~493~~789	)		(96,~~000~~500	)
Activity in securities held to maturity:
Maturities, calls and prepayments		121,~~688~~516			52,~~661~~442
Purchases		(94,~~000~~954	)		(135,~~479~~000	)
Purchase of bank-owned life insurance		—			(4,000	)
Purchase of Federal Home Loan Bank stock		(650	)		(160	)
Purchase of Federal Home Loan Bank stock		(338	)		(1,168	)
Loan originations, net of principal payments		(42,422	)		(27,501	)
Loan originations, net of principal payments		(47,262	)		(56,800	)
(Purchase) disposal of premises and equipment, net		8			(60	)
Purchase of premises and equipment, net		(259	)		(1,600	)
Net cash used by investing activities		(53,312	)		(27,065	)
Net cash used by investing activities		(47,511	)		(75,117	)
Cash flows from financing activities:
Net increase in deposits		6737,~~689~~239			306,~~459~~886
Net change in short-term Federal Home Loan Bank advances		~~(15~~33,~~470~~000	)		473,~~775~~457
Proceeds from long-term Federal Home Loan Bank advances		~~30,000~~—			9915,000
Repayment of long-term Federal Home Loan Bank advances		(1316,000	)		(~~113~~5,~~424~~000	)
Net increase in mortgagors’ escrow accounts		~~224~~189			~~220~~157
Net cash provided by financing activities		6954,~~443~~428			6420,~~030~~500
Net change in cash and cash equivalents		222,~~503~~473			(106,~~640~~899	)
Cash and cash equivalents at beginning of year		4455,~~114~~244			5244,~~178~~114
Cash and cash equivalents at end of year	$	6657,~~617~~717		$	4137,~~538~~215
Supplemental cash flow information:
Interest paid on deposits	$	144,~~647~~656		$	115,~~276~~112
Interest paid on Federal Home Loan Bank advances		41,~~847~~539			21,~~909~~812
Income taxes paid, net of refunds		232			475
Income taxes paid, net of (refunds)		641			15

The accompanying notes are an integral part of these condensed consolidated financial statements.

Winchester ~~Savings~~Bancorp, ~~Bank~~Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying ~~unaudited~~audited consolidated financial statements of Winchester ~~Savings~~Bancorp, ~~Bank~~Inc. (the ~~"Bank"~~“Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim information. Accordingly, they do not include all the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the financial condition and result of operations for the periods have been included.

For additional information and disclosures required under U.S. GAAP, refer to the ~~Bank~~Company's Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2024~~2025.

Certain previously reported amounts have been reclassified to conform with current period's presentation.

Basis of consolidation and presentation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiary Winchester Savings Bank (the “Bank”) and ~~its~~the Bank's wholly owned subsidiaries, Sachem Holdings, Inc., Aberjona Holdings, Inc., 1871 Company, LLC, and Wedgemere Holdings, LLC. Sachem Holdings, Inc. and Aberjona Holdings, Inc. function as Massachusetts security corporations. ~~1871~~that ~~Company~~buy, ~~LLC's~~sell ~~principal~~and ~~activity~~hold ~~is holding of bank premises~~securities. ~~Wedgemere~~1871 ~~Holdings~~Company, LLC's principal activity is ~~the~~ holding of ~~properties~~bank ~~acquired in settlement of loans~~premises. ~~All significant intercompany balances and transactions have been eliminated in consolidation. 611 Main Street Corporation, a previously inactive subsidiary, has been dissolved.~~

Wedgemere Holdings, LLC's principal activity is the holding of properties acquired in settlement of loans.

All significant intercompany balances and transactions have been eliminated in consolidation.

Business

The Company is a Maryland corporation whose primarily purpose is to act as the holding company for the Bank. The Bank provides a variety of financial services to individuals and small businesses through its offices in Winchester, Woburn, Danvers and Arlington, Massachusetts. Its primary deposit products are checking, savings and term certificate accounts and its primary lending products are residential, commercial and ~~commercial~~multi-family real estate and construction loans.

Reorganization

On December 4, 2024, ~~The~~the Board of Trustees of the Bank adopted a plan of reorganization from a Mutual Savings Bank to a Mutual Holding Company and Plan of Stock Issuance (the "Plan"). The Plan isreceived ~~subject to~~ the ~~approval~~required ofapprovals ~~the Federal Deposit Insurance Corporation and the Massachusetts Division~~ of ~~Banks,~~various ~~and~~regulatory ~~the reorganization must also be approved by the Board of Governors of the Federal Reserve System~~agencies. ~~Pursuant to the Plan, the Bank proposes to reorganize into a mutual holding company form of ownership.~~ The Bank’s ~~will~~reorganization ~~become a stock savings bank~~ and ~~issue~~the ~~all~~related ~~its outstanding~~ stock tooffering aof ~~new~~the ~~holding~~Company ~~company,~~were ~~which~~consummated ~~will~~on beApril ~~named Winchester Bancorp~~30, ~~Inc~~2025. ~~Pursuant~~The toCompany ~~the~~sold ~~Plan~~3, ~~the new holding company will sell stock to the public~~997,012 ~~with the total offering value and number of~~ shares of common stock ~~based~~at on$10.00 anper ~~independent~~share ~~appraiser's~~for ~~valuation.~~gross ~~Winchester~~proceeds ~~Bancorp,~~of ~~Inc~~$39,970,000. ~~will~~In beconnection ~~organized~~with ~~as a corporation under~~ the ~~laws~~reorganization, of the ~~State~~Company ofalso ~~Maryland~~issued ~~and~~5,112,457 ~~will~~shares ~~offer 45%~~ of ~~its~~ common stock to ~~be outstanding to the Bank's eligible depositors, the Bank's employee stock ownership plan being formed in connection with the organization, a charitable foundation and certain other persons.~~ Winchester Bancorp, MHC, ~~will~~the beCompany’s ~~organized as a~~ mutual holding company ~~under~~parent, ~~the laws of the Commonwealth of Massachusetts~~ and ~~will~~issued ~~own~~185,907 ~~55%~~shares of ~~the~~ common stock ~~of Winchester Bancorp, Inc.~~ to bethe ~~outstanding~~Winchester ~~upon~~Savings ~~completion~~Bank ofCharitable ~~the~~Foundation, ~~reorganization and stock issuance~~Inc.

~~The~~A ~~cost~~liquidation account was established by Winchester Bancorp, Inc. for the benefit of ~~reorganization~~eligible ~~and~~account holders equal to the percentage of the shares of common stock ~~issuance~~issued in the offering to persons other than Winchester Bancorp, MHC multiplied by the net worth of Winchester Savings Bank as of September 30, 2024. In the unlikely event of a complete liquidation of (i) the Bank or (ii) the Bank and the Company, all claims of creditors, including those of depositors, will be ~~deferred~~paid ~~and~~first. ~~deducted~~However, ~~from~~except with respect to the ~~sales~~liquidation ~~proceeds~~account to be established, a depositor’s claim would be solely for the principal amount of his or her deposit accounts plus accrued interest. Depositors generally would not have an interest in the ~~offering~~value of the assets of Winchester Savings Bank or Winchester Bancorp, Inc. Asabove that amount. On any June 30 annual closing date, if the amount in any applicable deposit account is less than the amount in the deposit account as of ~~March~~the 31close of business on November 30, ~~2025~~2023, ~~$1.4~~or ~~million~~any other annual closing date, then the liquidation account as well as the interest in the liquidation account relating to such deposit account would be reduced from time to time by the proportion of ~~reorganization~~any ~~costs~~such ~~had~~reduction, ~~been~~and ~~incurred~~such interest will cease to exist if such deposit account is closed. In addition, no interest in the liquidation account would ever be increased despite any subsequent increase in the related deposit account.

On April 30, 2025, the Bank completed the transactions contemplated by the Plan, including the sale of 3,997,012 shares of common stock in the stock offering at a per share price of $10.00 per share. As a result of the reorganization, the Company has 9,295,376 shares of common stock outstanding. 7

Use of estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ~~Material~~The ~~estimates~~allowance for credit losses is a material estimate that ~~are~~is particularly susceptible to significant change in the near term ~~relate to the determination of the allowance for credit losses and post-retirement benefit liabilities~~.

Fair value hierarchy

The ~~Bank~~Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based on quoted prices in active markets for identical assets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets.

Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.

Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets include financial instruments whose value is determined using unobservable inputs to pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Defined benefit pension plan investments in hedge funds are measured using the net asset value per share (or its equivalent) as a practical expedient and have not been classified in the fair value hierarchy.

Accrued Interest Receivable

The ~~Bank~~Company elected not to measure an allowance for credit losses for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the ~~Bank~~Company believes the collection of interest is doubtful. The ~~Bank~~Company has concluded that this policy results in the timely reversal of uncollectible interest.

Allowance for Credit Losses-Loans

Prior to July 1, 2023, the allowance for loan losses was based on an incurred loss methodology and represented the estimate of the risk of loss inherent in the loan portfolio as of the balance sheet date. Effective July 1, 2023, the allowance for credit losses is based on the Current Expected Credit Loss (CECL) methodology.

The allowance for credit losses 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.

The allowance for credit losses 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 the year ended June 30, 2025, the Company measured the allowance for credit losses using the Scaled CECL Allowance for Losses Estimator (“SCALE”) which has asset size limitations for institutions to use the methodology. Effective July 1, 2025 the Company could not longer use SCALE and changed its Allowance for Credit Loss methodology to use a quantitative Discounted Cash Flow (“DCF”) model combined with the assessment of certain qualitative factors.

Collectively evaluated loans

The ~~Bank~~allowance ~~measures~~for credit losses is established based upon the ~~allowance~~Company's ~~for~~current estimate of expected lifetime credit losses ~~using~~on ~~the~~loans ~~Scaled~~measured ~~CECL~~at ~~Allowance~~amortized ~~for~~cost. ~~Losses~~Credit ~~Estimator~~losses ~~(“SCALE”)~~are ~~method,~~charged ~~which~~against isthe aallowance ~~simple,~~when ~~spreadsheet-based~~management's ~~method~~assessments ~~developed~~confirm bythat the ~~Federal~~Company ~~Reserve~~will tonot ~~assist~~collect ~~community~~the ~~banks~~full inamortized ~~calculating~~cost basis of a ~~CECL~~loan. ~~compliant~~Subsequent recoveries, if any, are credited to the allowance. ~~for~~The Company estimates credit losses ~~using~~for ~~proxy~~financial ~~expected~~assets ~~lifetime~~on ~~loss~~a ~~rates~~collective basis for loans sharing similar risk characteristics. The ~~SCALE~~Company ~~tool~~segments isfinancial aassets ~~template~~with ~~designed~~similar risk characteristics and has elected to segment its loans based on Federal Call codes used for ~~smaller~~reporting ~~community~~loans ~~banks~~to ~~with~~the ~~total~~Federal ~~assets~~Deposit Insurance Corporation as part of ~~less~~the ~~than~~Call $1Report ~~billion~~process. ItThese ~~uses~~segments ~~publicly~~are ~~available~~collectively ~~data~~evaluated ~~from~~for ~~Schedule~~expected ~~RI-C~~credit losses using a quantitative DCF model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the ~~Call~~quantitative ~~Report~~model output. The Company has elected to ~~derive~~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 ~~initial~~probability ~~proxy~~of ~~lifetime~~default and the loss ~~rates~~given default. ~~Management~~The ~~used~~quantitative ~~judgment~~model toutilizes ~~further~~a ~~adjust~~loss factor based approach to

108

~~the~~estimate ~~proxy~~ expected ~~lifetime~~credit losses, which are derived from industry peer loss ~~rates~~experience. ~~with~~The ~~qualitative~~model ~~factors~~estimates toexpected ~~reflect~~credit ~~the~~losses ~~facts~~using ~~and~~loan ~~circumstances~~level data over the estimated life of the ~~Bank’s~~exposure, ~~internal~~considering ~~loss~~the ~~history~~effect ~~and~~of ~~credit~~prepayments. ~~risk~~Economic ~~factors~~forecasts ~~for~~are ~~each~~incorporated ~~loan~~into ~~segment.~~the ~~The~~estimate ~~allowance~~over ~~for~~a ~~credit~~reasonable ~~losses~~and issupportable ~~measured~~forecast onperiod, beyond which is a ~~collective~~reversion ~~(pool)~~to ~~basis~~the ~~when~~historical ~~similar~~long-run ~~characteristics~~average ~~exist~~using the straight-line reversion method. ~~The~~Management ~~Bank~~periodically ~~segmented~~evaluates ~~its~~a ~~loan~~reasonable ~~portfolio~~and tosupportable ~~correspond~~forecast toperiod ~~call~~and ~~report~~a ~~classification~~reversion period to ~~make~~be ~~peer~~appropriate ~~data~~for ~~more~~purposes ~~useful~~of estimating expected credit losses. The qualitative risk factors impacting the expected risk of loss within the portfolio include the following:

•

~~The~~changes ~~qualitative~~in ~~factors are determined based on~~ the ~~various~~Company’s ~~risk characteristics of each~~ loan ~~segment.~~policies, ~~Risk~~procedures ~~characteristics~~and ~~relevant to each portfolio segment are as follows:~~ strategies;

•

~~Residential~~changes real estate – The Bank generally does not originate loans with a loan-to-value ratio greater than 80% at origination and does not generally grant loans that would be classified as subprime upon origination. The Bank generally has 1st and 2nd liens on property securing equity lines of credit. All loans in ~~this~~international, ~~segment~~national, ~~are~~regional, ~~collateralized by owner-occupied residential real estate~~ and ~~repayment~~local iseconomic ~~dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates~~ and ~~housing~~business ~~prices, will have an effect on the credit quality in this segment.~~ conditions;

•

~~Commercial~~changes ~~real estate – Loans~~ in ~~this segment are primarily income-producing properties. The underlying cash flows generated by~~ the ~~properties~~nature ~~can~~and bevolume ~~adversely~~of ~~impacted by a downturn in~~ the ~~economy~~portfolio ~~as evidenced by increased vacancy rates, which in turn, could have an effect on the credit quality in this segment. Management obtains rent rolls annually~~ and ~~continually~~terms ~~monitors the cash flows~~ of ~~these~~ loans. ;

•

~~Commercial~~changes ~~– Loans~~ in ~~this~~experience, ~~segment~~depth, ~~are made to businesses~~ and ~~are~~ability ~~generally secured by assets~~ of ~~the~~lending ~~business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, could have an effect on the credit quality in this segment.~~ management;

•

~~Construction~~changes ~~– Loans~~ in ~~this~~the ~~segment~~volume, ~~include~~trend, ~~both owner-occupied~~ and ~~speculative~~severity ~~real estate development loans for which payment is derived from sale~~ of ~~the~~past ~~property.~~due ~~Credit~~financial ~~risk is affected by cost overruns, time to sell at an adequate price, and market conditions.~~assets;

•

~~Consumer~~changes ~~– Loans~~ in ~~this segment include loans secured by personal property or savings and unsecured loans. Repayment is dependent on~~ the ~~credit~~ quality of the ~~individual~~organization’s ~~borrower.~~loan review system;

•

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

•

the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and

•

the effect of competition and legal/regulatory requirements on the portfolio.

Individually Evaluated Loans

Loans that do not share similar risk characteristics ~~are~~with ~~evaluated~~any onpools anof assets are subject to individual ~~loan~~evaluation ~~basis~~and are removed from the collectively assessed pools to avoid double counting. ~~Loans~~This ~~evaluated~~includes ~~individually~~loans on non-accrual and loans that are ~~not~~90 ~~also~~days ~~included~~or ingreater past due. For the ~~collective~~loans ~~evaluation~~that will be individually evaluated, the Company will use either a discounted cash flow ("DCF") approach or a fair value of collateral approach. ~~For~~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.

Unallocated component

An unallocated component may be maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated portion of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating collectively and individually evaluated loans in the portfolio.

Allowance for Credit Losses- Off-Balance Sheet Credit Exposures

The ~~Bank~~Company has off-balance sheet financial instruments, which include commitments to extend credit, standby letters of credit and commercial letters of credit. The ~~Bank~~Company estimates expected credit losses over the contractual period in which the ~~Bank~~Company is exposed to risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the ~~Bank~~Company.

The ~~Bank~~Company’s allowance for credit losses on off-balance sheet credit exposures is recognized as a liability in accrued expenses and other liabilities on the consolidated balance sheets, with adjustments to the reserve recognized in the provision for credit losses in the consolidated statements of operations. The ~~estimate of~~ credit ~~loss~~risk ~~incorporates~~associated ~~assumptions~~with ~~for~~these ~~both~~commitments ~~the~~is ~~likelihood~~evaluated ~~and~~in ~~amount~~a ofmanner ~~funding~~similar ~~over~~to the ~~estimated~~allowance ~~life of the commitments,~~ for ~~the~~credit ~~risk~~losses ofon ~~loss,~~loans ~~and~~with ~~current~~an ~~conditions~~additional ~~and~~assumption ~~expectations.~~of ~~Management~~probability ~~periodically~~of ~~reviews and updates the assumptions~~funding.

11Derivatives and Hedging

The Company follows Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging, with regard to disclosure requirements for derivatives and hedging activities, with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position and performance. Qualitative disclosures explain the Company’s objectives and strategies for using derivatives, and quantitative disclosures are made regarding the fair value of, and gains and losses on, derivative instruments, and about credit-risk-related contingent features in derivative instruments.

As required by ASC 815, the Company reports all derivatives on its balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. In a fair value hedge, hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

Recent accounting pronouncements

Management has not identified any Accounting Standards Updates that have been issued but are not yet effective and could have a significant impact on the ~~Bank~~Company’s financial reporting or disclosure requirements.

RESTRICTIONS ON CASH AND AMOUNTS DUE FROM BANKS

From time to time, the Bank is required to maintain average balances on hand or with the Federal Reserve Bank. There were no required reserve balances at March 31, 2025 and June 30, 2024.

SECURITIES

The amortized cost and fair value of available for sale and held to maturity securities, at ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, with gross unrealized gains and losses, follows:

	March 31, 2025
	September 30, 2025
	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses			FairValue
	(In thousands)
Securities Available for Sale
U.S. Government agency and U.S. Government- sponsored enterprise obligations	$	513,~~000~~282	$	—10	$	(2930	)	$	413,~~971~~262
U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities		1231,~~511~~386		33470		(422	)		1231,~~502~~854
Corporate bonds and obligations		1810,~~044~~441		—		(~~1,453~~825	)		169,~~591~~616
Municipal bonds		924		—		(2	)		922
Total securities available for sale	$	55,109	$	480	$	(857	)	$	54,732
Total securities available for sale	$	36,479	$	33	$	(1,526	)	$	34,986
Securities Held to Maturity
U.S. Government and U.S. Government-sponsored enterprise obligations	$	2830,720	$	—10	$	(~~1,179~~850	)	$	2729,~~541~~880
U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities		1118,~~766~~682		82154		(~~247~~187	)		1118,~~601~~649
Corporate bonds and obligations		9,~~336~~288		—		(~~1,044~~834	)		8,~~292~~454
Municipal bonds		1,~~956~~933		~~274~~290		(~~105~~79	)		2,~~125~~144
Total securities held to maturity	$	5160,~~778~~623	$	~~356~~454	$	(21,~~575~~950	)	$	4959,~~559~~127

1210

	June 30, 2024
	June 30, 2025
	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses			FairValue
	(In thousands)
Securities Available for Sale
U.S. Government agency and U.S. Government- sponsored enterprise obligations	$	108,~~333~~000	$	—1	$	(1939	)	$	107,~~314~~962
U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities		222,~~894~~485		—119		(7537	)		222,~~819~~567
Corporate bonds and obligations		1817,~~211~~988		—		(21,~~123~~218	)		16,~~088~~770
Municipal bonds		1,894		—		(25	)		1,869
Total securities available for sale	$	48,473	$	120	$	(1,294	)	$	47,299
Total securities available for sale	$	33,332	$	—	$	(2,242	)	$	31,090
Securities Held to Maturity
U.S. Government and U.S. Government-sponsored enterprise obligations	$	3228,~~220~~721	$	—2	$	(1,~~806~~034	)	$	3027,~~414~~689
U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities		1117,~~396~~233		4482		(~~321~~244	)		1117,~~119~~071
Corporate bonds and obligations		9,~~406~~312		—		(~~1,405~~885	)		8,~~001~~427
Municipal bonds		21,~~526~~945		~~251~~282		(~~156~~91	)		2,~~621~~136
Total securities held to maturity	$	5557,~~548~~211	$	~~295~~366	$	(32,~~688~~254	)	$	5255,~~155~~323

The amortized cost and fair value of debt securities by contractual maturity at ~~March~~September 3130, 2025 are shown as follows. Expected maturities may differ from contractual maturities because the issuers, in certain instances, have the right to call or prepay obligations with or without call or prepayment penalties.

Available for Sale

Held to Maturity

AmortizedCost

FairValue

AmortizedCost

FairValue

(In thousands)

Within 1 year

~~924~~—

~~922~~—

~~498~~2,456

~~498~~2,439

Over 1 year through 5 years

139,~~884~~421

128,~~931~~686

27,~~370~~931

2526,~~920~~693

Over 5 years through 10 years

614,~~160~~302

514,~~655~~192

41,~~147~~559

31,~~608~~385

Over 10 years

~~3,000~~—

~~2,976~~—

79,~~997~~995

79,~~932~~961

23,968

22,484

40,012

37,958

23,723

22,878

41,941

40,478

U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities

1231,~~511~~386

1231,~~502~~854

1118,~~766~~682

1118,~~601~~649

Total securities

3655,~~479~~109

3454,~~986~~732

5160,~~778~~623

4959,~~559~~127

~~There~~During ~~were no realized losses on securities for~~ the three ~~or nine~~ months ended ~~March~~September 3130, 2025, ~~and for~~ the ~~three~~Company ~~months~~sold ~~ended March 31~~$7,195,000 ~~2024.~~of ~~During~~available ~~the~~for ~~nine~~sale ~~months~~securities ~~ended~~resulting ~~March~~in ~~31,~~gross ~~2024,~~realized ~~the~~losses ~~Bank~~of ~~realized~~ $33317,000. ofThere were no realized losses on ~~sales~~securities offor ~~securities~~the ~~available~~three ~~for~~months ~~sale.~~ended September 30, 2024.

Allowance for Credit Losses-Securities

Available for sale (AFS) and held to maturity (HTM) securities, which are issued by the ~~United~~U. ~~States~~S. Treasury or are guaranteed by government agencies do not currently have an allowance for credit loss as the ~~Bank~~Company determined these securities are either backed by the full faith and credit of the U.S. government and/or there is an unconditional commitment to make interest payments and to return the principal investment in full to investors when a debt security reaches maturity. In assessing the ~~Bank~~Company’s investments in government-sponsored and U.S. government guaranteed mortgage-backed securities and government-sponsored enterprise obligations, the contractual cash flows of these investments are guaranteed by the respective government-sponsored enterprise. Accordingly, it is expected that the securities would not be settled at a price less than the par value of the ~~Bank~~Company’s investments. The ~~Bank~~Company will evaluate this position no less than annually, however, certain items which may cause the ~~Bank~~Company to change this methodology include legislative changes that reduce or eliminate the U.S. government’s implicit guarantee on such securities. Any expected credit losses would be presented as an allowance ~~for credit~~

1311

for credit loss. For corporate and municipal bonds, whether they are AFS or HTM, a probability of default and a loss given default analysis is performed to determine whether an allowance for credit losses is needed. There was no allowance for credit losses established on AFS or HTM securities during the ~~nine~~three months ended ~~March~~September 3130, 2025.

Information pertaining to securities with gross unrealized losses at ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	Less Than Twelve Months				~~Over~~ Twelve Months or Over
	GrossUnrealizedLosses		FairValue		GrossUnrealizedLosses		FairValue
			(In thousands)
March 31, 2025
September 30, 2025
Securities Available for Sale
U.S. Government and U.S. Government- sponsored enterprise obligations	$	2930	$	47,~~971~~255	$	—	$	—
U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities		40—		~~9,322~~—		2		~~105~~93
Corporate bonds and obligations		—		—		~~1,453~~825		169,~~591~~616
Municipal bonds		—		—		2		922
Total securities available for sale	$	30	$	7,255	$	827	$	9,709
Total securities available for sale	$	69	$	14,293	$	1,457	$	17,618
Securities Held to Maturity
U.S. Government and U.S. Government-sponsored enterprise obligations	$	2712	$	45,~~970~~485	$	~~1,152~~838	$	22,~~073~~386
U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities		133		12,~~911~~504		~~234~~184		32,~~244~~819
Corporate bonds and obligations		—		—		~~1,044~~834		8,~~292~~455
Municipal bonds		—		—		~~105~~79		1,~~126~~144
Total securities held to maturity	$	4015	$	67,~~881~~989	$	21,~~535~~935	$	34,~~735~~804

	Less Than Twelve Months				~~Over~~ Twelve Months or Over
	GrossUnrealizedLosses		FairValue		GrossUnrealizedLosses		FairValue
			(In thousands)
June 30, 2024
June 30, 2025
Securities Available for Sale
U.S. Government and U.S. Government- sponsored enterprise obligations	$	1539	$	86,~~985~~961	$	4—	$	~~1,329~~—
U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities		—29		—6,697		758		2,~~785~~438
Corporate bonds and obligations		—		—		21,~~123~~218		16,~~089~~770
Municipal bonds		—		—		25		1,869
Total securities available for sale	$	68	$	13,658	$	1,226	$	19,208
Total securities available for sale	$	15	$	8,985	$	2,227	$	22,072
Securities Held to Maturity
U.S. Government and U.S. Government-sponsored enterprise obligations	$	1819	$	62,~~986~~981	$	1,~~788~~015	$	2122,~~436~~209
U.S. Government agency and U.S. Government- sponsored enterprise residential mortgage- backed securities		—20		—6,297		~~321~~224		43,~~251~~177
Corporate bonds and obligations		—		—		~~1,405~~885		8,~~001~~427
Municipal bonds		—		—		~~156~~91		1,~~621~~136
Total securities held to maturity	$	1839	$	69,~~986~~278	$	32,~~670~~215	$	3534,~~309~~949

14The Company monitors the credit quality of securities through the use of credit ratings. Management evaluates debt securities for impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation.

The Bank monitors the credit quality of securities through the use of credit ratings. Management evaluates debt securities for impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. 12

At ~~March~~September 3130, 2025, ~~139~~103 debt securities have unrealized losses with aggregate depreciation of 54.2848% of the ~~Bank~~Company’s amortized cost basis. The decline in market value is attributable to changes in interest rates and not to credit quality, and the ~~Bank~~Company currently does not believe it is probable that it will be unable to collect all amounts due according to the contractual terms of the investments. Therefore, it is expected that the securities would not be settled at a price less than the par value of the investment. Because the ~~Bank~~Company does not intend to sell the securities and it is not “more likely than not” that the ~~Bank~~Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the ~~Bank~~Company does not consider these securities to be impaired at ~~March~~September 3130, 2025.

Accrued Interest Receivable

There were no write offs during the ~~nine~~three months ended ~~March~~September 3130, 2025 and the year ended June 30, ~~2024~~2025. The balance of accrued interest receivable on investments was $~~695~~819,000 and $~~813~~857,000 at ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, respectively.

Marketable equity securities

At March 31, 2025, marketable equity securities include common stock securities in industry sectors related to technology, consumer staples, financial services, aerospace and other. Net realized and unrealized gains (losses) recognized in earnings during the three months ended March 31, 2025 and 2024 were ($71,000) and $219,000, respectively. Net realized and unrealized gains recognized in earnings during the nine months ended March 31, 2025 and 2024 were $152,000 and $292,000, respectively. As of March 31, 2025 and June 30, 2024, the net unrealized gain on marketable equity securities was $1.2 million and $1.1 million, respectively.

LOANS

A summary of the balances of loans follows:

	March 31,			June 30,
	September 30,			June 30,
	2025			~~2024~~2025
	(In thousands)
Mortgage loans:
Residential real estate	$	~~345~~363,~~824~~496		$	~~338~~357,~~903~~748
Commercial real estate		~~101~~115,~~499~~633			85102,~~402~~270
Multi-family		~~149~~173,~~036~~809			~~124~~166,~~843~~691
Construction		~~102~~111,~~369~~430			~~101~~95,~~413~~941
Home equity loans and lines-of-credit		2627,~~323~~126			26,~~697~~786
Total mortgage loans		~~725~~791,~~051~~494			~~677~~749,~~258~~436
Commercial loans		4,~~743~~135			64,~~591~~335
Consumer loans		~~352~~530			~~520~~339
Total loans		~~730~~796,~~146~~159			~~684~~754,~~369~~110
Allowance for credit losses		(34,~~600~~356	)		(34,~~451~~151	)
Net deferred loan origination costs		1,~~182~~381			1,~~033~~261
Loans, net	$	~~727~~793,~~728~~184		$	~~681~~751,~~951~~220

The ~~Bank~~Company has sold mortgage loans in the secondary mortgage market and has retained the servicing responsibility and receives fees for the services provided. Total loans serviced for others at ~~March~~September 3130, 2025 and June 30, ~~2024~~2025 amounted to $22.81 million and $2422.84 million, respectively, and are not included on the accompanying consolidated balance sheets.

1513

Activity in the allowance for credit losses, by segment, for the three months ended ~~March~~September 3130, 2025 follows:

	ResidentialReal Estate			CommercialReal Estate			Multi-family			Construction			Home Equity			Commercial			Consumer			Unallocated			Total
	(In thousands)
Allowance for credit losses-loans
Balance at December 31, 2024	$	1,365		$	512		$	731		$	806		$	102		$	76		$	5		$	38		$	3,635
Balance at June 30, 2025	$	1,510		$	579		$	944		$	705		$	113		$	298		$	2		$	—		$	4,151
Provision (benefit) for credit losses		5448			35203			71165			~~(113~~62	)		6(11	)		39			(31	)		~~(38~~—	)		15475
Loans charged-off		—			—			—			—			—			(50270	)		—			—			(50270	)
Recoveries		—			—			—			—			—			—			—			—			—
Balance at March 31, 2025	$	1,419		$	547		$	802		$	693		$	108		$	29		$	2		$	—		$	3,600
Balance at September 30, 2025	$	1,558		$	782		$	1,109		$	767		$	102		$	37		$	1		$	—		$	4,356
	ResidentialReal Estate			CommercialReal Estate			Multi-family			Construction			Home Equity			Commercial			Consumer			Unallocated			Total
	(In thousands)
Allowance for off balance sheet credit exposures
Balance at December 31, 2024	$	38		$	6		$	10		$	1,005		$	3		$	15		$	—		$	—		$	1,077
Balance at June 30, 2025	$	60		$	16		$	25		$	1,067		$	4		$	14		$	—		$	—		$	1,186
Provision (benefit) for credit losses		29(58	)		38(11	)		55(24	)		(~~157~~752	)		259			(39	)		—			—			(36795	)
Balance at March 31, 2025	$	67		$	44		$	65		$	848		$	5		$	12		$	—		$	—		$	1,041
Balance at September 30, 2025	$	2		$	5		$	1		$	315		$	63		$	5		$	—		$	—		$	391

~~Activity~~The increase in the allowance for credit losses ~~for~~on loans during the ~~nine~~three months ended ~~March~~September 3130, 2025 ~~follows:~~was due to the change in methodology and overall growth in the loan portfolio. The decrease in the allowance for credit losses for the off balance sheet credit exposures was due to the change in methodology and a decrease in unadvanced credit lines.

	ResidentialReal Estate		CommercialReal Estate			Multi-family		Construction			Home Equity		Commercial			Consumer			Unallocated			Total
	(In thousands)
Allowance for credit losses-loans
Balance at June 30, 2024	$	1,292	$	485		$	710	$	778		$	102	$	39		$	9		$	36		$	3,451
Provision (benefit) for credit losses		127		147			92		(85	)		6		1,282			(7	)		(36	)		1,526
Loans charged-off		—		(85	)		—		—			—		(1,330	)		—			—			(1,415	)
Recoveries		—		—			—		—			—		38			—			—			38
Balance at March 31, 2025	$	1,419	$	547		$	802	$	693		$	108	$	29		$	2		$	—		$	3,600
	ResidentialReal Estate		CommercialReal Estate			Multi-family		Construction			Home Equity		Commercial			Consumer			Unallocated			Total
	(In thousands)
Allowance for off balance sheet credit exposures
Balance at June 30, 2024	$	47	$	9		$	14	$	937		$	4	$	16		$	—		$	161		$	1,188
Provision (benefit) for credit losses		20		35			51		(89	)		1		(4	)		—			(161	)		(147	)
Balance at March 31, 2025	$	67	$	44		$	65	$	848		$	5	$	12		$	—		$	—		$	1,041

The allowance for credit losses, by loan segment, at September 30, 2025 and June 30, 2025 follows:

The increase in the allowance for credit losses during the nine months ended March 31, 2025 was due to overall growth in the loan portfolio and charge offs.


	Residential Real Estate		Commercial Real Estate		Multi-family		Construction		Home Equity		Commercial		Consumer		Unallocated		Total
	(In thousands)
September 30, 2025
Allowance for individually evaluated loans	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Allowance for collectively evaluated loans		1,558		782		1,109		767		102		37		1		—		4,356
Total allowance for credit losses	$	1,558	$	782	$	1,109	$	767	$	102	$	37	$	1	$	—	$	4,356
Individually evaluated loans	$	773	$	1,166	$	—	$	—	$	—	$	—	$	—			$	1,939
Collectively evaluated loans		362,723		114,467		173,809		111,430		27,126		4,135		530				794,220
Total loans	$	363,496	$	115,633	$	173,809	$	111,430	$	27,126	$	4,135	$	530			$	796,159


	Residential Real Estate		Commercial Real Estate		Multi-family		Construction		Home Equity		Commercial		Consumer		Unallocated		Total
	(In thousands)
June 30, 2025
Allowance for individually evaluated loans	$	—	$	—	$	—	$	—	$	—	$	270	$	—	$	—	$	270
Allowance for collectively evaluated loans		1,510		579		944		705		113		28		2		—		3,881
Total allowance for credit losses	$	1,510	$	579	$	944	$	705	$	113	$	298	$	2	$	—	$	4,151
Individually evaluated loans	$	741	$	1,166	$	—	$	—	$	—	$	270	$	—			$	2,177
Collectively evaluated loans		357,007		101,104		166,691		95,941		26,786		4,065		339				751,933
Total loans	$	357,748	$	102,270	$	166,691	$	95,941	$	26,786	$	4,335	$	339			$	754,110

~~The allowance for credit losses, by loan segment, at March 31, 2025 and June 30, 2024 follows:~~14

	ResidentialReal Estate		CommercialReal Estate		Multi-family		Construction		Home Equity		Commercial		Consumer		Unallocated		Total
	(In thousands)
March 31, 2025
Allowance for individually evaluated loans	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Allowance for collectively evaluated loans		1,419		547		802		693		108		29		2		—		3,600
Total allowance for loan losses	$	1,419	$	547	$	802	$	693	$	108	$	29	$	2	$	—	$	3,600
Individually evaluated loans	$	744	$	1,166	$	—	$	—	$	—	$	270	$	—			$	2,180
Collectively evaluated loans		345,080		100,333		149,036		102,369		26,323		4,473		352				727,966
Total loans	$	345,824	$	101,499	$	149,036	$	102,369	$	26,323	$	4,743	$	352			$	730,146

Activity in the allowance for credit losses, by segment, for the three months ended September 30, 2024 follows:

	ResidentialReal Estate			CommercialReal Estate			Multi-family			Construction			Home Equity			Commercial			Consumer			Unallocated			Total
	(In thousands)
June 30, 2024
Allowance for credit losses-loans
Allowance for individually evaluated loans	$	—		$	85		$	—		$	—		$	—		$	—		$	—		$	—		$	85
Balance at June 30, 2024	$	1,292		$	485		$	710		$	778		$	102		$	39		$	9		$	36		$	3,451
Allowance for collectively evaluated loans		1,292			451			659			778			102			39			9			36			3,366
Provision (benefit) for credit losses		57			44			(30	)		(58	)		(1	)		1,271			(4	)		(6	)		1,273
Total allowance for loan losses	$	1,292		$	536		$	659		$	778		$	102		$	39		$	9		$	36		$	3,451
Loans charged-off		—			(85	)		—			—			—			(1,280	)		—			—			(1,365	)
Individually evaluated loans	$	—		$	1,251		$	—		$	—		$	—		$	—		$	—					$	1,251
Recoveries		—			—			—			—			—			—			—			—			—
Collectively evaluated loans		338,903			84,151			124,843			101,413			26,697			6,591			520						683,118
Balance at September 30, 2024	$	1,349		$	444		$	680		$	720		$	101		$	30		$	5		$	30		$	3,359
Total loans	$	338,903		$	85,402		$	124,843		$	101,413		$	26,697		$	6,591		$	520					$	684,369
																									$	—
	ResidentialReal Estate			CommercialReal Estate			Multi-family			Construction			Home Equity			Commercial			Consumer			Unallocated			Total
	(In thousands)
Allowance for off balance sheet credit exposures
Balance at June 30, 2024	$	47		$	9		$	14		$	937		$	4		$	16		$	—		$	161		$	1,188
Provision for credit losses		(9	)		(3	)		(4	)		68			(1	)		(1	)		—			(161	)		(111	)
Balance at September 30, 2024	$	38		$	6		$	10		$	1,005		$	3		$	15		$	—		$	—		$	1,077

~~Activity~~The infollowing ~~the~~is ~~allowance~~a ~~for~~summary ~~credit~~of ~~losses,~~past bydue ~~segment,~~and ~~for~~non-accrual ~~the~~loans ~~three~~at ~~months~~September ~~ended~~30, ~~March~~2025 ~~31,~~and ~~2024~~June ~~follows~~30, 2025:

	ResidentialReal Estate		CommercialReal Estate			Multi-family		Construction		Home Equity		Commercial		Consumer		Unallocated		Total
	30-59 DaysPast Due		60-89 DaysPast Due			90 Daysor GreaterPast Due		TotalPast Due		Loans onNon-accrual
	(In thousands)
Allowance for credit losses-loans
September 30, 2025
Balance at December 31, 2023	$	1,250	$	431		$	584	$	545	$	95	$	40	$	7	$	123	$	3,075
Residential real estate	$	—	$	267		$	340	$	607	$	773
Provision (benefit) for credit losses		27		(5	)		29		4		2		1		1		41		100
Commercial real estate		—		—			1,166		1,166		1,166
Loans charged-off		—		—			—		—		—		—		—		—		—
Total	$	—	$	267		$	1,506	$	1,773	$	1,939
Recoveries		—		—			—		—		—		—		—		—		—
Balance at March 31, 2024	$	1,277	$	426		$	613	$	549	$	97	$	41	$	8	$	164	$	3,175
	ResidentialReal Estate		CommercialReal Estate			Multi-family		Construction		Home Equity		Commercial		Consumer		Unallocated		Total
	(In thousands)
Allowance for off balance sheet credit exposures
Balance at December 31, 2023	$	21	$	12		$	16	$	1,077	$	2	$	61	$	—	$	—	$	1,189
Provision for credit losses		—		—			—		—		—		—		—		—		—
Balance at March 31, 2024	$	21	$	12		$	16	$	1,077	$	2	$	61	$	—	$	—	$	1,189


	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans on Non-accrual
	(In thousands)
June 30, 2025
Residential real estate	$	—	$	—	$	340	$	340	$	777
Commercial real estate		—		—		1,166		1,166		1,166
Commercial		—		—		270		270		270
Total	$	—	$	—	$	1,776	$	1,776	$	2,213

~~Activity~~There inare ~~the~~no ~~allowance~~loans ~~for~~90 ~~credit~~days ~~losses~~or ~~for~~greater past due and still accruing at September 30, 2025 and June 30, 2025. The balance of accrued interest receivable on loans was $2.4 million at each of September 30, 2025 and June 30, 2025. There was $30,000 of accrued interest reversed on non-accrual loans during the ~~nine~~three months ended ~~March~~September 3130, 2024. ~~follows:~~There was no accrued interest reversed during the three months ended September 30, 2025.

	ResidentialReal Estate			CommercialReal Estate			Multi-family			Construction			Home Equity			Commercial			Consumer			Unallocated		Total
	(In thousands)
Allowance for credit losses-loans
Balance at June 30, 2023	$	932		$	1,641		$	2,225		$	507		$	88		$	116		$	10		$	—	$	5,519
Cumulative effect of change in accounting principle		293			(1,240	)		(1,683	)		(124	)		29			(83	)		(2	)		—		(2,810	)
Provision (benefit) for credit losses		52			25			71			166			(20	)		8			—			164		466
Loans charged-off		—			—			—			—			—			—			—			—		—
Recoveries		—			—			—			—			—			—			—			—		—
Balance at March 31, 2024	$	1,277		$	426		$	613		$	549		$	97		$	41		$	8		$	164	$	3,175
	ResidentialReal Estate			CommercialReal Estate			Multi-family			Construction			Home Equity			Commercial			Consumer			Unallocated		Total
	(In thousands)
Allowance for off balance sheet credit exposures
Balance at June 30, 2023	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—
Cumulative effect of change in accounting principle		56			14			19			1,258			6			63			—			—		1,416
Provision (benefit) for credit losses		(35	)		(2	)		(3	)		(181	)		(4	)		(2	)		—			—		(227	)
Balance at March 31, 2024	$	21		$	12		$	16		$	1,077		$	2		$	61		$	—		$	—	$	1,189

No additional funds are committed to be advanced in connection with the individually evaluated loans. There were no loan modifications to borrowers experiencing financial difficulty during the three months ended September 30, 2025 and the year ended June 30, 2025.

The decrease in the allowance for credit losses on loans during the nine months ended March 31, 2024 was primarily due to the adoption of ASU 201-13. The increase in the allowance for credit losses on off balance sheet credit exposures was primarily due to the adoption of ASU 2016-13.

The following is a summary of past due and non-accrual loans at March 31, 2025 and June 30, 2024:

	30-59 DaysPast Due		60-90 DaysPast Due		Greater than90 DaysPast Due		TotalPast Due		Loans onNon-accrual
	(In thousands)
March 31, 2025
Residential real estate	$	884	$	—	$	—	$	884	$	441
Commercial real estate		—		—		1,166		1,166		1,166
Commercial		—		—		270		270		270
Total	$	884	$	—	$	1,436	$	2,320	$	1,877

	30-59 DaysPast Due		60-90 DaysPast Due		Greater than90 DaysPast Due		TotalPast Due		Loans onNon-accrual
	(In thousands)
June 30, 2024
Residential real estate	$	—	$	—	$	—	$	—	$	155
Commercial real estate		—		—		1,251		1,251		1,251
Total	$	—	$	—	$	1,251	$	1,251	$	1,406

There are no loans greater than 90 days past due and still accruing at March 31, 2025 and June 30, 2024. The balance of accrued interest receivable on loans was $2.4 million at each of March 31, 2025 and June 30, 2024. There was $30,000 of accrued interest reversed on non-accrual loans during the nine months ended March 31, 2025. There was no accrued interest reversed during the nine months ended March 31, 2024.

No additional funds are committed to be advanced in connection with the individually evaluated loans. There were no loan modifications to borrowers experiencing financial difficulty during the nine months ended March 31, 2025 and year ended June 30, 2024.

Credit quality information

The ~~Bank~~Company has a ten-grade internal loan rating system for commercial real estate, multi-family, commercial, and construction loans as follows:

•

Loans rated in the first six grades 1-6 are considered “pass” rated loans with low to average risk.

•

Loans rated 7 are considered “watch.” These loans are starting to show signs of potential weakness and are being closely monitored by management.

•

Loans rated 8 are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the ~~Bank~~Company will sustain some loss if the weakness is not corrected.

•

Loans rated 9 are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of existing facts, conditions and values, highly questionable and improbable.

•

Loans rated 10 are considered uncollectible (“loss”) and of such little value that their continuance as loans is not warranted.

On a periodic basis, management formally reviews the ratings on all commercial real estate, multi-family, commercial, and construction loans. Annually, the ~~Bank~~Company engages an independent third party to review a significant portion of the loans within these segments. Management uses the results of these reviews as part of its internal review process.

Credit quality for residential real estate, home equity loans and lines-of-credit, and consumer loans is determined by monitoring delinquency reports and loan payment history, and through on-going communication with customers.

The following table presents the Company’s risk rated loans by year of origination and gross write-offs at and for the three months ended September 30, 2025:


	As of September 30, 2025
	Loans amortized cost basis by origination year
Rating:	2025		2024		2023		2022		2021		Prior		Total
	(In thousands)
Residential Real Estate:
1-6 (Pass)	$	50,112	$	37,376	$	40,801	$	50,493	$	74,980	$	108,829	$	362,591
7 (Watch)		—		—		—		—		—		565		565
8 (Substandard)		—		—		—		—		—		340		340
9 (Doubtful)		—		—		—		—		—		—		—
10 (Loss)		—		—		—		—		—		—		—
Total	$	50,112	$	37,376	$	40,801	$	50,493	$	74,980	$	109,734	$	363,496
Current-period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial Real Estate:
1-6 (Pass)	$	61,157	$	—	$	—	$	16,735	$	—	$	35,901	$	113,793
7 (Watch)		—		—		—		—		—		599		599
8 (Substandard)		—		—		—		—		—		75		75
9 (Doubtful)		—		—		—		—		—		1,166		1,166
10 (Loss)		—		—		—		—		—		—		—
Total	$	61,157	$	—	$	—	$	16,735	$	—	$	37,741	$	115,633
Current-period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Multi-family:
1-6 (Pass)	$	32,578	$	6,971	$	61,301	$	30,576	$	17,916	$	24,467	$	173,809
7 (Watch)		—		—		—		—		—		—		—
8 (Substandard)		—		—		—		—		—		—		—
9 (Doubtful)		—		—		—		—		—		—		—
10 (Loss)		—		—		—		—		—		—		—
Total	$	32,578	$	6,971	$	61,301	$	30,576	$	17,916	$	24,467	$	173,809
Current-period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Construction:
1-6 (Pass)	$	27,370	$	41,812	$	42,125	$	—	$	—	$	123	$	111,430
7 (Watch)		—		—		—		—		—		—		—
8 (Substandard)		—		—		—		—		—		—		—
9 (Doubtful)		—		—		—		—		—		—		—
10 (Loss)		—		—		—		—		—		—		—
Total	$	27,370	$	41,812	$	42,125	$	—	$	—	$	123	$	111,430
Current-period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Home equity loans and lines-of-credit:
1-6 (Pass)	$	3,239	$	2,767	$	3,490	$	4,913	$	3,534	$	9,183	$	27,126
7 (Watch)		—		—		—		—		—		—		—
8 (Substandard)		—		—		—		—		—		—		—
9 (Doubtful)		—		—		—		—		—		—		—
10 (Loss)		—		—		—		—		—		—		—
Total	$	3,239	$	2,767	$	3,490	$	4,913	$	3,534	$	9,183	$	27,126
Current-period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial:
1-6 (Pass)	$	9	$	—	$	484	$	2,113	$	98	$	1,431	$	4,135
7 (Watch)		—		—		—		—		—		—		—
8 (Substandard)		—		—		—		—		—		—		—
9 (Doubtful)		—		—		—		—		—		—		—
10 (Loss)		—		—		—		—		—		—		—
Total	$	9	$	—	$	484	$	2,113	$	98	$	1,431	$	4,135
Current-period gross write-offs	$	—	$	270	$	—	$	—	$	—	$	—	$	270
Consumer:
1-6 (Pass)	$	311	$	13	$	—	$	72	$	28	$	106	$	530
7 (Watch)		—		—		—		—		—		—		—
8 (Substandard)		—		—		—		—		—		—		—
9 (Doubtful)		—		—		—		—		—		—		—
10 (Loss)		—		—		—		—		—		—		—
Total	$	311	$	13	$	—	$	72	$	28	$	106	$	530
Current-period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

The following table presents the Bank’s risk rated loans by year of origination and gross write-offs at and for the year ended June 30, 2025:


	As of June 30, 2025
	Loans amortized cost basis by origination year
Rating:	2025		2024		2023		2022		2021		Prior		Total
	(In thousands)
Residential Real Estate:
1-6 (Pass)	$	42,577	$	40,068	$	45,204	$	50,964	$	80,363	$	97,661	$	356,837
7 (Watch)		—		—		—		—		—		571		571
8 (Substandard)		—		—		—		—		—		340		340
9 (Doubtful)		—		—		—		—		—		—		—
10 (Loss)		—		—		—		—		—		—		—
Total	$	42,577	$	40,068	$	45,204	$	50,964	$	80,363	$	98,572	$	357,748
Current-period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial Real Estate:
1-6 (Pass)	$	16,761	$	7,748	$	26,080	$	16,091	$	696	$	33,046	$	100,422
7 (Watch)		—		—		—		—		—		606		606
8 (Substandard)		—		—		—		—		—		76		76
9 (Doubtful)		—		—		—		—		—		1,166		1,166
10 (Loss)		—		—		—		—		—		—		—
Total	$	16,761	$	7,748	$	26,080	$	16,091	$	696	$	34,894	$	102,270
Current-period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	85	$	85
Multi-family:
1-6 (Pass)	$	31,823	$	6,960	$	59,122	$	29,416	$	21,366	$	18,004	$	166,691
7 (Watch)		—		—		—		—		—		—		—
8 (Substandard)		—		—		—		—		—		—		—
9 (Doubtful)		—		—		—		—		—		—		—
10 (Loss)		—		—		—		—		—		—		—
Total	$	31,823	$	6,960	$	59,122	$	29,416	$	21,366	$	18,004	$	166,691
Current-period gross write-offs	$	—

Filing Compare · Winchester Bancorp, Inc./MD/