EWSB Bancorp, Inc. Announces Authorization of New Preferred Stock and Considers Private Offering

Key Developments That Investors Should Know

EWSB Bancorp, Inc. (Maryland corporation, “the Company”) has filed a Form 8-K current report announcing a significant amendment to its Articles of Incorporation and the potential for a private offering of common stock. These actions may have material implications for shareholders and could influence the value of the company’s securities.

1. Authorization of Series A Junior Non-Voting Participating Preferred Stock

• On April 23, 2026, EWSB Bancorp, Inc. filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland.
• Up to 350,000 shares of Series A Junior Non-Voting Participating Preferred Stock (par value \$0.01 per share) have been authorized.
• Key features of the new preferred stock:
  • No voting rights: Holders of this preferred stock will not have any voting power in company affairs, including director elections.
  • Non-redeemable: The preferred stock cannot be redeemed for cash by the company.
  • Liquidation preference: In the event of a dissolution, liquidation, or winding up, the preferred stock will have priority over common stock for distributions, but will be junior to any series of capital stock expressly stated to be senior.
  • Merger treatment: In the event of any merger, consolidation, or similar transaction (including with a credit union), holders of the preferred stock will receive the same merger consideration as holders of common stock.
  • Dividends: If issued, the preferred stock will be entitled to receive non-cumulative cash dividends in the same amount and on the same dates as dividends paid to common stockholders, but only if and when declared by the Board of Directors.
  • Adjustments: The number of shares may be adjusted proportionately in the case of stock splits, combinations, or similar events affecting common stock.
  • Amendment protection: These Articles Supplementary cannot be amended as to any preferred stockholder without their consent.

2. Potential Private Offering of Common Stock

• The Company is considering a private offering of Common Stock.
• Eligible participants: The offering would be limited to shareholders of record as of April 1, 2026, who are “accredited investors” as defined by the SEC.
• Unregistered securities: Any securities issued in this offering will not be registered under the Securities Act of 1933 and can only be offered or sold in the U.S. if an exemption from registration is available.
• Legal compliance: The offering would be conducted in reliance on exemptions from federal and state registration requirements.
• No offer or solicitation yet: The company emphasized that this notice does not constitute an offer to sell or a solicitation of an offer to buy the securities described, and no sale will be made in any jurisdiction where such an offer or sale would be unlawful.

3. Why This News Matters to Shareholders

• Capital Structure Change: The creation of a new class of preferred stock alters the company’s capital structure and could impact the value or rights of the existing common shares.
• Potential Dilution: A private offering of common stock, if conducted, could potentially dilute existing shareholders. However, the offering is restricted to current (as of April 1, 2026) accredited shareholders, possibly mitigating broader dilution concerns.
• No Trading Symbol: Currently, the company reports no securities registered under Section 12(b) of the Exchange Act and no trading symbol, implying that shares may be thinly traded or illiquid, amplifying the impact of such announcements.

4. Forward-Looking Statements

The company has included forward-looking statements related to its expectations and intentions. Actual results may differ due to various risks and uncertainties, including those described in annual filings and other reports.

5. Executive Signatures

• This Form 8-K was signed on behalf of EWSB Bancorp, Inc. by Charles D. Schmalz, President and Chief Executive Officer, on April 24, 2026.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. Investors should read all related filings and consult their financial advisor before making investment decisions. Forward-looking statements are subject to risks and uncertainties. The company is not obligated to update any forward-looking statements.