Business Description

1. NATURE OF OPERATIONS Reorganization On December 4, 2024, The Board of Trustees of Winchester Savings Bank (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 received the required approvals of various regulatory agencies. The Bank’s reorganization and the related stock offering of Winchester Bancorp, Inc. (the "Company") were consummated on April 30, 2025. The Company sold 3,997,012 shares of common stock at $ 10.00 per share for gross proceeds of $ 39,970,000 . In connection with the reorganization, the Company also issued 5,112,457 shares of common stock to Winchester Bancorp, MHC, the Company’s mutual holding company parent, and issued 185,907 shares of common stock to the Winchester Savings Bank Charitable Foundation, Inc. A liquidation account by the Company for the benefit of eligible account holders has been set up in an amount equal to the percentage of the shares of common stock issued in the offering to persons other than Winchester Bancorp, MHC multiplied by the net worth of the 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 paid first. However, except with respect to the liquidation 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 value of the assets of the Bank or the Company above that amount. After two years from the date of the offering and upon the written request of the Federal Reserve Board and, if necessary, the FDIC and the Massachusetts Commissioner of Banks, the Company will transfer the liquidation account and the depositors’ interests in such account to the Bank. Each eligible account holder would have an initial pro-rata interest in the liquidation account for each deposit account, including savings accounts, transaction accounts such as negotiable order of withdrawal accounts, money market deposit accounts, and certificates of deposit, with a balance of $ 50 or more held in the Bank as of the close of business on November 30, 2023 equal to the proportion that the balance of such account holder’s deposit account as of the close of business on November 30, 2023 bears to the balance of all deposit accounts of all eligible account holders in the Bank on such dates. If, however, on any June 30 annual closing date, the amount in any such deposit account is less than the amount in the deposit account as of the close of business on November 30, 2023, or 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 any such reduction, and 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. Payment pursuant to liquidation rights of eligible account holders would be separate and apart from the payment of any insured deposit accounts to such depositor. Any assets remaining after the above liquidation rights of eligible account holders are satisfied would be available for distribution to stockholders. The Bank may not declare or pay a cash dividend on its outstanding capital stock if the effect thereof would cause its regulatory capital to be reduced below the amount required to maintain the Liquidation Account and under FDIC rules and regulations. Fiscal Year End Change On July 29, 2026, the Company’s Board of Directors approved a change in the Company’s fiscal year end from June 30 to December 31 of each year.