EWSB Bancorp, Inc. /MD/ 8-K

What Happened
EWSB Bancorp, Inc. filed an 8‑K on April 24, 2026 (Item 5.03) to amend its charter by authorizing up to 350,000 shares of Series A Junior Non‑Voting Participating Preferred Stock (par value $0.01). The Articles Supplementary specify that any such preferred stock, if issued, will be non‑voting, non‑redeemable, senior to common stock for liquidation purposes (but junior to any series expressly stated to be senior), and entitled to receive non‑cumulative cash dividends at the same per‑share amount and on the same dates as dividends paid on the company’s common stock. The filing also (Item 8.01) states the company may, if conducted, offer securities only to stockholders as of April 1, 2026 who qualify as “accredited investors,” relying on exemptions from registration under the Securities Act.

Key Details

• Authorized shares: up to 350,000 shares of Series A Junior Non‑Voting Participating Preferred Stock (par $0.01).
• Voting and redemption: Preferred shares will have no voting rights and will not be redeemable if issued.
• Dividend and liquidation priority: Holders would receive non‑cumulative cash dividends equal per share to common stock dividends and would rank senior to common stock on liquidation (subject to any senior series).
• Potential offering: Any offering, if made, would target stockholders of record as of April 1, 2026 who are accredited investors; securities would not be registered under the Securities Act and would be offered under exemptions.

Why It Matters
This charter amendment creates a tool for EWSB to raise capital or structure financing through preferred shares without granting voting control. For investors, the key facts are that these shares—if issued—would not vote, would rank ahead of common stock for liquidation, and would receive dividends only if and when the company pays common stock dividends (non‑cumulative). The company also signals a possible, but not guaranteed, private offering limited to accredited existing stockholders as of April 1, 2026; any such issuance would be unregistered and rely on exemptions.