Marathon Bancorp Form 4/A: Routine Tax Withholding by CEO

Rhea-AI Filing Summary

Marathon Bancorp, Inc. (MBBC) – Form 4/A insider filing: President & CEO Nicholas W. Zillges reported a Code F transaction on 06/28/2025, indicating that 1,169 common shares were withheld by the company at $9.99 per share (≈ $11.7 k) to satisfy tax obligations on previously-granted restricted stock that vested the same day. No open-market purchase or sale occurred.

After the withholding, Zillges directly owns 32,403 common shares and indirectly controls an additional 51,107 shares through a 401(k), IRA, and ESOP. The filing also reiterates outstanding option awards (29,994 options at $8.1294 expiring 2032 and 7,498 options at $6.4831 expiring 2033), both vesting 20 % annually. This amended filing (originally dated 07/01/2025) appears to update or clarify share counts; there are no new option grants or disposals beyond the tax-related share withholding. Overall, the event is routine and does not materially alter insider ownership or signal a change in strategic outlook.

Insights

Corporate Governance Specialist

TL;DR: Routine tax withholding; no signal for investors.

Code F transactions are administrative. Zillges surrendered 1,169 shares to cover taxes on a 2023 restricted-stock award. His total beneficial stake (~83 k shares) remains largely intact, preserving strong alignment with shareholders. The amendment likely corrects technical details and does not introduce governance red flags. Impact on valuation or control dynamics is negligible.

Portfolio Manager

TL;DR: Neutral for stock; no buy/sell implication.

The dollar value involved (< $12 k) is immaterial relative to MBBC’s market cap. There is no open-market selling pressure, and management continues to hold substantial equity. No change to investment thesis or liquidity profile; I treat the filing as non-actionable.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zillges Nicholas W

(Last) (First) (Middle)

500 SCOTT STREET

(Street)

WAUSAU WI 54403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marathon Bancorp, Inc. /MD/ [ MBBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/01/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/28/2025		F		1,169	D	$9.99	32,403(1)	D
Common Stock								47,780	I	By 401(k)
Common Stock								604	I	By IRA
Common Stock								2,723	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$8.1294							06/28/2023	06/28/2032	Common Stock	29,994(2)		29,994(2)	D
Stock Options	$6.4831							05/16/2024	05/16/2033	Common Stock	7,498(3)		7,498(3)	D

Explanation of Responses:

1. Includes shares of restricted stock which vest at a rate of 20% per year commencing on June 28, 2023.

2. Stock options vest at a rate of 20% per year commencing on June 28, 2023.

3. Stock options vest at a rate of 20% per year commencing on May 16, 2024.

	/s/ Benjamin Azoff, pursuant to power of attorney	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did MBBC’s CEO report in the latest Form 4/A?

Nicholas W. Zillges reported 1,169 shares withheld at $9.99 on 06/28/2025 to pay taxes on vested restricted stock.

Did the CEO of MBBC sell shares on the open market?

No. The Code F designation means shares were withheld by the issuer for taxes, not sold publicly.

How many Marathon Bancorp shares does Nicholas Zillges now own?

He directly owns 32,403 shares and indirectly holds 51,107 through retirement and employee plans, totaling about 83,510 shares.

Are there new stock option grants in this filing?

No new options were granted; the filing restates existing options issued in 2023 and 2024 with staggered 20 % annual vesting.

Is the Form 4/A filing impactful to MBBC investors?

The transaction is considered routine and non-material; it does not signal strategic or financial changes.