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Marathon Bancorp (NASDAQ: MBBC) okays 5% stock repurchase plan

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Marathon Bancorp, Inc. has approved a stock repurchase program authorizing the buyback of up to 146,931 shares of common stock, described as approximately 5.0% of current outstanding shares. This is the company’s first repurchase program since its second step conversion and related stock offering completed in April 2025.

Repurchases are expected to begin after the company releases results for the three and nine months ended March 31, 2026. Shares may be repurchased in open market or private transactions, including block trades or trading plans under Rule 10b5-1, and may be subject to Rule 10b-18 limitations. The authorization is discretionary and can be suspended, modified or terminated at any time, and the company is not obligated to repurchase any specific number of shares.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Repurchase authorization 146,931 shares Maximum shares authorized under stock repurchase program
Portion of shares outstanding 5.0% Approximate share of current outstanding stock covered by buyback
Program start reference period Three and nine months ended March 31, 2026 Repurchases expected to commence after these results are released
Second step conversion reference April 2025 Completion date of second step conversion before first repurchase program
stock repurchase program financial
"announced that is has adopted a stock repurchase program for up to approximately 5% of its outstanding shares"
A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.
Rule 10b5-1 regulatory
"pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Rule 10b-18 regulatory
"Open market purchases may be subject to the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
second step conversion financial
"first stock repurchase program since completing its second step conversion and related stock offering in April 2025"
forward-looking statements regulatory
"Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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): April 24, 2026

MARATHON BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Maryland
001-42608
86-2191258
(State or Other Jurisdiction)
(Commission File No.)
(I.R.S. Employer
of Incorporation)
  
Identification No.)
     
500 Scott Street, Wausau, Wisconsin
  
54402
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (715) 845-7331

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, $0.01 par value
  
MBBC
  
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 8.01. Other Events
On April 24, 2026, Marathon Bancorp, Inc. (the “Company”) announced it has adopted a stock repurchase program.  Under the repurchase program, the Company may repurchase up to 146,931 shares of its common stock, or approximately 5.0% of the current outstanding shares.  Repurchases are expected to commence after the Company publicly releases its results of operations at and for the three and nine months ended March 31, 2026.
A copy of the press release announcing the stock repurchase program is included as exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)
  
Financial statements of businesses acquired.  None.
     
(b)
  
Pro forma financial information.  None.
     
(c)
  
Shell company transactions: None.
     
(d)
  
Exhibits.
   
99.1
Press release dated April 24, 2026
         
   
104
  
Cover Page Interactive Data File (embedded in the cover page 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.


   
Marathon Bancorp, Inc.
 
 
 
DATE:  April 24, 2026
By:  
 /s/ Nicholas W. Zillges
   
Nicholas W. Zillges
President and Chief Executive Officer

EXHIBIT 99.1


Contact:  Nicholas Zillges
President and Chief Executive Officer
(715) 845-7331


MARATHON BANCORP, INC.
ANNOUNCES ADOPTION OF STOCK REPURCHASE PROGRAM

Wausau, Wisconsin – April 24, 2026 – Marathon Bancorp, Inc. (the “Company”) (Nasdaq: MBBC), the holding company for Marathon Bank, announced that is has adopted a stock repurchase program for up to approximately 5% of its outstanding shares of common stock, or 146,931 shares of its common stock.  This is the Company’s first stock repurchase program since completing its second step conversion and related stock offering in April 2025.
Repurchases are expected to commence after the Company publicly releases its results of operations at and for the three and nine months ended March 31, 2026. Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.
Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance.  Open market purchases may be subject to the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.

The timing and amount of share repurchases under this authorization may be suspended, terminated or modified by the Company at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.

About Marathon Bancorp, Inc.

Marathon Bancorp is the bank holding company for Marathon Bank, a Wisconsin-chartered savings bank headquartered in Wausau, Wisconsin.  The Bank conducts its business from its main office and four branch offices located in Marathon, Waukesha and Ozaukee Counties.

Forward Looking Statements
Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, inflation, tariffs, changes in interest rates, data loss or other security breaches, unanticipated changes in our liquidity position, climate change, public health issues, geopolitical conflicts, increased unemployment, deterioration in the credit quality of the loan portfolio and/or the value of the collateral securing repayment of loans, reduction in the value of investment securities, the cost and ability to attract and retain key employees, regulatory considerations, and competition and the other risks described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.  Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under federal securities laws.


Source: View Original Filing on SEC EDGAR

FAQ

What stock repurchase program did MBBC announce on April 24, 2026?

Marathon Bancorp, Inc. approved a stock repurchase program for up to 146,931 shares of common stock, described as approximately 5.0% of its current outstanding shares. This authorization allows discretionary buybacks but does not obligate the company to repurchase any specific amount.

When will Marathon Bancorp (MBBC) begin repurchasing shares?

Marathon Bancorp expects share repurchases to begin after it publicly releases results for the three and nine months ended March 31, 2026. The timing and amounts under the authorization remain at management’s discretion and may change based on market conditions and other factors.

How can MBBC repurchase shares under its new program?

The company may repurchase shares in open market or private transactions, including block trades or trading plans established under Rule 10b5-1. Open market purchases may be subject to the limitations of Rule 10b-18 and other applicable legal requirements governing issuer repurchases.

Is Marathon Bancorp required to buy back all 146,931 authorized shares?

No, Marathon Bancorp is not obligated to repurchase any particular number of shares or any shares in a specific period. The authorization may be suspended, terminated, or modified at any time based on liquidity, market conditions, alternative capital uses, and other considerations.

Why is this MBBC repurchase notable for the company’s capital history?

The announced buyback is described as Marathon Bancorp’s first stock repurchase program since it completed its second step conversion and related stock offering in April 2025. This marks a new phase in how the company may choose to deploy excess capital.

What factors will influence MBBC’s decision to repurchase shares?

Management states that repurchases will depend on the availability of stock, general market conditions, the stock’s trading price, alternative uses for capital, the company’s financial performance, liquidity, and other factors it deems appropriate, which may change over time.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents