[8-K] Magnolia Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Magnolia Bancorp, Inc. held its annual meeting where shareholders elected the nominated directors and approved several corporate measures. Shareholders adopted the 2025 Stock Option Plan and the 2025 Recognition and Retention Plan and Trust Agreement, approved the selection of the company’s independent registered public accounting firm, and passed a non-binding resolution approving named executive officer compensation as well as an advisory vote setting the frequency of such compensation votes to every three years. The filing also discloses the resignation of positions and termination of employment agreement for Anita C. Cambre, effective September 18, 2025. Voting tallies in the filing include withheld votes and broker non-votes (e.g., 573,131, 25,100, and 110,666 as shown).

Positive

• Directors elected by shareholders, confirming board continuity
• 2025 Stock Option Plan adopted, enabling equity-based incentives
• 2025 Recognition and Retention Plan and Trust Agreement adopted to support employee retention
• Independent registered public accounting firm approved by shareholders
• Advisory approval of executive compensation and adoption of a three-year frequency for future advisory votes

Negative

• Resignation and termination of employment for Anita C. Cambre effective September 18, 2025, with no details provided
• Voting detail is limited and partially unclear in the text provided (numbers presented without clear labels)

Insights

Corporate Governance Expert

TL;DR: Routine governance actions approved; an executive resignation merits disclosure but no further specifics are provided.

The annual meeting outcomes are standard corporate governance matters: director elections and shareholder approval of equity and retention plans indicate alignment between management and shareholders on incentive structures. The advisory approval of executive compensation and triennial frequency is consistent with common shareholder relations practices. The filing notes a resignation and employment-termination for Anita C. Cambre effective September 18, 2025; the document does not provide reasons, transition arrangements, or severance terms, limiting assessment of governance or succession impact.

Financial Analyst

TL;DR: Meeting approvals are routine and non-financially specific; the resignation could affect operations but no financial details are disclosed.

The approvals of a stock option plan and a recognition/retention trust suggest upcoming or continuing use of equity-based compensation, which may modestly affect dilution over time but no grant details or potential expense amounts are provided. Selection of the independent auditor is procedural; no changes to accounting policy or financial statements are described. The termination of an executive’s employment is disclosed without financial terms, so material financial impact cannot be determined from this filing alone.

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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) September 18, 2025

Magnolia Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Louisiana	333-281796	99-2913448
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
2900 Clearview Parkway, Metairie, Louisiana		70006
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code	(504) 455-2444
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
None

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

 (b) Effective September 18, 2025, Anita C. Cambre voluntarily resigned her positions as the Vice President, Chief Financial Officer and Secretary of Magnolia Bancorp, Inc. (the “Company”) and its wholly owned subsidiary Mutual Savings and Loan Association (the “Association”). Ms. Cambre had previously expressed a desire in September 2024 to relinquish her position as Chief Financial Officer of the Company and the Association, and she thankfully agreed to continue to serve as the Chief Financial Officer on a part-time basis until her successor could be hired and trained. In addition, the employment agreement among the Company, the Association and Ms. Cambre was voluntarily terminated by the parties, with no further compensation payable thereunder. Ms. Cambre will continue to serve as a director of both the Company and the Association. A copy of the Resignation of Positions and Termination of Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 (c) Following the resignation of Ms. Cambre as the Vice President, Chief Financial Officer and Secretary, both the Company and the Association appointed Donice Wagner as their Executive Vice President, Chief Financial Officer and Secretary. Ms. Wagner, a certified public accountant and a Chartered Global Management Accountant, age 59, joined the Company and the Association on June 2, 2025 to assist in aligning internal controls and financial reporting with the Company’s objectives and goals. Ms. Wagner previously served as the Senior Vice President and Chief Financial Officer of Liberty Bank and Trust (“Liberty Bank”) in New Orleans, Louisiana from 2021 through February 2025. Liberty Bank had $1.1 billion in total assets at June 30, 2025. From March 2025 through May 2025 and from 2006 to 2021, Ms. Wagner was an independent consultant in Metairie, Louisiana and provided consulting services to banking clients.

There were no arrangements or understandings with Ms. Wagner pursuant to which she was selected as an officer, and Ms. Wagner is not related to any director or executive officer of the Company or the Association. Neither the Company nor the Association had any transactions with Ms. Wagner since the beginning of the Company’s last fiscal year that trigger disclosure obligations.

Item	5.07	Submission of Matters to a Vote of Security Holders
	(a)	An Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on September 18, 2025.
	(b)	There were 833,750 shares of common stock of the Company eligible to be voted at the Annual Meeting and 708,897 shares represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.

The items voted upon at the Annual Meeting and the votes for each proposal were as follows:

1. Election of directors for a three-year term:

	For		Withheld		Broker Non-votes
Michael L. Hurley	573,131		25,100		110,666
Jason L. Manson	573,131		25,100		110,666

2. To adopt the Company’s 2025 Stock Option Plan:

For		Against		Abstain	Broker Non-votes
488,957		25,900		83,374	110,666

3. To adopt the Company’s 2025 Recognition Retention Plan and Trust Agreement:

For		Against		Abstain	Broker Non-votes
488,957		25,900		83,374	110,666

4. To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

For		Against		Abstain
681,333		27,564		0

5. To adopt a non-binding resolution to approve the compensation of the Company’s named executive officers:

For		Against		Abstain	Broker Non-votes
475,857		25,900		96,474	110,666

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6. Advisory vote on the frequency of the non-binding resolution to approve the compensation of the Company’s named executive officers:

Every 3 Years		Every 2 Years		Every Year		Abstain		Broker Non-votes
287,119		6,250		193,389		111,473		110,666

At the Annual Meeting, the shareholders of the Company elected each of the nominees as director, adopted the 2025 Stock Option Plan, adopted the 2025 Recognition and Retention Plan and Trust Agreement, approved the proposal to appoint the Company’s independent registered public accounting firm, approved the non-binding resolution to approve the compensation of the Company’s named executive officers, and approved an advisory vote that the frequency of voting on a non-binding resolution to approve compensation of the Company’s named executive officers be every three years.

Item	9.01	Financial Statements and Exhibits
	(d)	Exhibits

Exhibit No.		Description
10.1 104		Resignation of Positions and Termination of Employment Agreement for Anita C. Cambre, effective September 18, 2025 Cover Page Interactive Data (embedded within the Inline XBRL document)

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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.

	MAGNOLIA BANCORP, INC.
Date: September 18, 2025	By:	/s/ Michael L. Hurley
		Michael L. Hurley
		President and Chief Executive Officer

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FAQ

What actions did Magnolia Bancorp (MGNO) shareholders approve at the annual meeting?

Shareholders elected the nominated directors, adopted the 2025 Stock Option Plan and the 2025 Recognition and Retention Plan and Trust Agreement, approved the company’s independent registered public accounting firm, approved a non-binding resolution on named executive officer compensation, and set the advisory vote frequency to every three years.

Was there any executive departure disclosed in the MGNO 8-K?

Yes. The filing discloses the resignation of positions and termination of employment agreement for Anita C. Cambre, effective September 18, 2025.

Did the filing provide voting tallies for the proposals?

Yes. The filing includes vote counts and broker non-votes, with numbers shown such as 573,131, 25,100, and 110,666; the text provided here does not fully label each figure.

Does the 8-K disclose financial terms for the adopted plans or the executive termination?

No. The provided content states the adoption of plans and the termination but does not disclose grant amounts, dilution estimates, severance, or other financial terms.

Will the advisory vote on executive compensation occur annually or less frequently?

Shareholders approved an advisory vote frequency of every three years for the non-binding resolution to approve compensation of the company’s named executive officers.