S-1/A: Marathon Bancorp Seeks to Complete Conversion with Stock Offering, Aims for NASDAQ Listing

Marathon Bancorp is offering common stock for sale to complete its conversion from a mutual holding company, with plans to list on the NASDAQ Capital Market.

Summary

• Marathon Bancorp is undertaking a stock offering in connection with its conversion from a mutual holding company to a fully public stock holding company.
• The shares being offered represent the ownership interest currently held by Marathon MHC.
• The company expects its common stock to trade on the NASDAQ Capital Market under the symbol MBBC following the offering.
• A minimum of 1,402,142 shares must be sold to complete the offering.
• Participants in the Marathon Bank 401(k) Plan can invest their account balances in Marathon Bancorp common stock at $10.00 per share.
• The trustee of the 401(k) Plan could purchase up to 427,710 shares based on the plan's assets as of December 31, 2023.
• The offering has a subscription offering and a community offering with purchase priorities.
• The subscription offering will expire at 3:00 p.m., Central Time, on March 21, 2025, but may be extended to May 5, 2025, or longer with regulatory approval.
• Janney Montgomery Scott LLC is assisting in selling the shares and will serve as sole manager for any syndicated community offering.
• The price is $10.00 per share.
• The number of shares to be sold may be increased to up to 2,182,125 shares due to demand or market conditions.
• The company intends to contribute at least 50% of the net proceeds to Marathon Bank.

Sentiment

Score: 7

Explanation: The document is generally positive, outlining the benefits of the conversion and stock offering. However, it also includes a comprehensive list of risk factors, which tempers the overall sentiment.

Positives

• The conversion to a fully public stock holding company is expected to improve the liquidity of Marathon Bancorp's shares.
• The stock holding company structure will give Marathon Bancorp greater flexibility to access the capital markets.
• The conversion will facilitate Marathon Bancorp's ability to pay dividends to its public stockholders.

Risks

• If the stock offering is oversubscribed, 401(k) Plan participants may bear the risk of price changes in the investment funds of the 401(k) Plan.
• If the stock offering is oversubscribed, the trustee may be unable to use the full amount allocated to purchase Marathon Bancorp common stock.
• Investment in Marathon Bancorp common stock involves special risks related to investments in shares of Marathon Bancorp common stock.

Future Outlook

Following the offering, Marathon Bancorp expects its common stock to trade on the NASDAQ Capital Market under the symbol MBBC.

Management Comments

• Nicholas W. Zillges, President and Chief Executive Officer: 'We believe that our community orientation and personalized service distinguishes us from larger banks that operate in our market area.'

Industry Context

The announcement reflects a trend of mutual holding companies converting to stock holding companies to gain greater access to capital and flexibility in mergers and acquisitions.

Comparison to Industry Standards

• The appraisal is based in part on Marathon Bancorps financial condition and results of operations, the pro forma effect of the additional capital raised in the offering, and an analysis of a peer group of ten publicly traded savings and loan holding companies that RP Financial considers comparable to Marathon Bancorp consistent with regulatory guidelines applicable to the independent valuation.
• The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market: 1895 Bancorp of Wisconsin, Inc., BV Financial, Inc., Catalyst Bancorp, Inc., Central Plains Bancshares, Inc., Home Federal Bancorp, Inc. of LA, IF Bancorp, Inc., Magyar Bancorp, Inc., NSTS Bancorp, Inc., PB Bankshares, Inc., and Texas Community Bancshares, Inc.

Stakeholder Impact

• Depositors of Marathon Bank will continue as depositors after the conversion, with no changes to their account balances, interest rates, or FDIC insurance coverage.
• Public stockholders of Marathon Bancorp will have their shares exchanged for new shares, with the goal of maintaining their percentage ownership.
• Employees of Marathon Bank will benefit from the employee stock ownership plan and potential stock-based benefit plans.

Next Steps

• Obtain approval of the Plan of Conversion from members of Marathon MHC and stockholders of Marathon Bancorp.
• Complete the subscription offering.
• Complete the community offering, if necessary.
• Complete the syndicated community offering, if necessary.
• Obtain final regulatory approvals.
• List shares on the NASDAQ Capital Market.

Key Dates

Keywords

Marathon Bancorp, stock offering, conversion, Marathon Bank, NASDAQ, mutual holding company, Janney Montgomery Scott, 401(k) Plan, subscription rights, community offering