Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 30, 2023

1895 BANCORP OF WISCONSIN, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland				001-40609		61-1993378
(State or Other Jurisdiction of Incorporation)				(Commission File No.)		(I.R.S. Employer Identification No.)
	7001 West Edgerton Avenue, Greenfield, Wisconsin						53220
	(Address of Principal Executive Offices)						(Zip Code)

Registrant's telephone number, including area code: [phone]

Not Applicable

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

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))

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

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 30, 2023, Joseph Murphy, a director of 1895 Bancorp of Wisconsin, Inc. (the “Company”) and PyraMax Bank, FSB (the “Bank”), the Company’s wholly owned subsidiary, retired from the Boards of Directors of the Company and the Bank, effective immediately.

On June 30, 2023, the Boards of Directors of the Company and the Bank appointed Kristina Hill to the Boards of Directors of the Company and the Bank, effective July 1, 2023.  Ms. Hill will join the 2024 class of directors for the Company and the Bank.  Ms. Hill was also appointed to the Audit, Compensation, and Nominating and Corporate Governance Committees of the Boards of Directors, effective July 1, 2023.

Ms. Hill is a Strategic Business Leader at IBM.  She previously served as Senior Vice President and Enterprise Relationship Manager, from 2019-2022, and Vice President – Strategic Business Development, from 2017-2019, at Fiserv.  Ms. Hill holds a Master of Business Administration and a Bachelor of Science in Business Administration from Marquette University.  There were no arrangements or understandings between Ms. Hill and any other person pursuant to which Ms. Hill was selected as a director. There are no transactions between Ms. Hill and the Company that would be reportable under Item 404(a) of Regulation S-K.

A press release containing additional information is included herewith as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

(a)	Financial statements of businesses acquired.  Not Applicable.
(b)	Pro forma financial information.  Not Applicable.
(c)	Shell company transactions: Not Applicable.
(d)	Exhibits:
	Exhibit No.	Description
	99.1	Press release dated June 30, 2023
	104.1	Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL

---

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: June 30, 2023	By:	/s/ David Ball
		David Ball
		President and Chief Executive Officer

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Long-Term Board of Director Announces Retirement and New Member Welcomed to the Board

GREENFIELD, Wis., June 30, 2023 /PRNewswire/ -- 1895 Bancorp of Wisconsin, Inc. (the “Company”) (NASDAQ Capital Market: BCOW), the holding company for PyraMax Bank, FSB (the “Bank”), announces the retirement of a long-term board member and warmly welcomes a new addition to the board. This transition marks an important milestone in the Company’s leadership and governance, reflecting its commitment to sustained excellence.

Attorney Joseph G. Murphy, a highly respected and influential member of the board, has made the decision to retire for personal reasons, after serving over seventeen years as a Director of the Company and the Bank. Throughout his tenure, Attorney Murphy has played a pivotal role in shaping the Company’s strategic direction, contributing to its long-term success and fostering a culture of innovation.

Reflecting on his time at PyraMax Bank, Director Murphy expressed gratitude for the opportunity to serve on the board. He stated, “It has been an honor and privilege to be part of the 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank boards, working alongside talented colleagues and witnessing the Company’s remarkable achievements. I am confident that the organization is poised for continued success.”

In light of this transition, the Board of Directors announces the appointment of Kristina Hill as the newest member of the boards of directors of the Company and the Bank. With an exceptional track record in the financial industry, Ms. Hill brings a wealth of knowledge, experience, and fresh perspective to the team.

Kristina Hill’s current position at IBM as a Strategic Business Leader will provide great depth. Ms. Hill is widely recognized for her outstanding leadership and accomplishments.  Her deep understanding of the financial industry landscape and proven ability to drive transformative growth, aligns with PyraMax Bank’s strategic goals and vision.

Speaking about her appointment, Ms. Hill expressed enthusiasm for joining the board, stating, “I am thrilled to be part of the distinguished boards at 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank. I look forward to collaborating with my colleagues and leveraging my expertise to contribute to the Company’s continued success. Together, we will navigate the evolving business landscape and drive sustainable growth.”

1895 Bancorp of Wisconsin, Inc. and PyraMax Bank President and CEO David Ball praised retiring board member Murphy, and welcomed new board member Hill, saying, “On behalf of the entire company, I extend my heartfelt gratitude to Joseph Murphy for his invaluable contributions over the years. We are deeply grateful for his guidance and leadership. We also extend a warm welcome to Ms. Hill and look forward to leveraging her expertise to propel PyraMax Bank to new heights.”

With this transition, PyraMax Bank affirms its commitment to maintaining a diverse and talented Board of Directors, dedicated to driving the company’s long-term success and creating value for all stakeholders.

Contact: David R. Ball

Telephone: [phone]

Document and Entity Information	Jun. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Entity File Number	001-40609
Entity Registrant Name	1895 Bancorp of Wisconsin, Inc. /MD/
Entity Central Index Key	0001847360
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	61-1993378
Entity Address, Address Line One	7001 WEST EDGERTON AVENUE
Entity Address, City or Town	GREENFIELD
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53220
City Area Code	414
Local Phone Number	421-8200
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BCOW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

---