Magnolia Bancorp (MGNO) launches first buyback and funds 2025 equity plan

Rhea-AI Filing Summary

Magnolia Bancorp, Inc. announced that its board approved the company’s first stock repurchase program, authorizing the buyback of up to 33,350 shares, which equals 4.0% of its outstanding common stock. Repurchases may occur from time to time in open market or privately negotiated transactions and are scheduled to begin on January 15, 2026, following the one-year anniversary of the mutual-to-stock conversion of its subsidiary, Mutual Savings and Loan Association.

The company plans to use the repurchased shares to fund its 2025 Recognition and Retention Plan and Trust Agreement. Under this plan, the compensation committee granted share awards covering 16,280 shares of common stock on November 20, 2025, with the first vesting date on November 20, 2026. Magnolia Bancorp also entered into a Rule 10b5-1 trading plan with Keefe, Bruyette & Woods, Inc., which will conduct open market purchases in accordance with Rule 10b-18 under the Securities Exchange Act.

Insights

Bank equity and capital management analyst

Magnolia Bancorp launches a modest buyback tied to equity compensation, using a 10b5-1 plan for execution.

Magnolia Bancorp authorized a stock repurchase program for up to 33,350 shares, equal to 4.0% of its outstanding common stock. The repurchases are expected to begin on January 15, 2026 and can be made through open market or privately negotiated transactions. For a smaller bank, a 4% program is noticeable but not transformative, and it primarily supports a specific compensation plan.

The company links the buyback directly to its 2025 Recognition and Retention Plan, which already has granted awards covering 16,280 shares of common stock as of November 20, 2025, with first vesting on November 20, 2026. This structure indicates the repurchases are intended to supply shares for employee incentives rather than to significantly shrink the share count.

Magnolia also adopted a Rule 10b5-1 plan with Keefe, Bruyette & Woods, Inc., requiring compliance with Rule 10b-18 in conducting open market purchases. This pre-arranged trading framework can help standardize repurchase activity and reduce discretion, though the actual effect on per-share metrics will depend on the pace and pricing of future purchases.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) December 8, 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 7.01 Regulation FD Disclosure

Magnolia Bancorp, Inc. (the “Company”) announced today that its Board of Directors approved the Company’s first stock repurchase program. The new repurchase program provides for the repurchase of up to 33,350 shares, representing 4.0% of the Company’s outstanding common stock, from time to time in open market or privately negotiated transactions. The stock repurchase program will commence on January 15, 2026, following the one-year anniversary of the mutual to stock conversion of the Company’s wholly owned subsidiary, Mutual Savings and Loan Association.

The repurchased shares will be used to fund the Company’s 2025 Recognition and Retention Plan and Trust Agreement. The Compensation Committee granted plan share awards for a total of 16,280 shares of common stock on November 20, 2025, with the first scheduled vesting date of each of the awards being November 20, 2026.

The Company also entered into a Rule 10b5-1 plan with Keefe, Bruyette & Woods, Inc. (“KBW”) on December 8, 2025, pursuant to which KBW shall comply with the applicable requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended in connection with purchases of stock in the open market pursuant to the plan.

Item	9.01	Financial Statements and Exhibits
	(d)	Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data (embedded within the Inline XBRL document)

2

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: December 8, 2025	By:	/s/ Michael L. Hurley
		Michael L. Hurley
		President and Chief Executive Officer

3

FAQ

What did Magnolia Bancorp, Inc. (MGNO) announce in this 8-K?

Magnolia Bancorp, Inc. announced that its board approved the company’s first stock repurchase program, authorizing the buyback of up to 33,350 shares of common stock, and disclosed related equity award grants and a Rule 10b5-1 trading plan with Keefe, Bruyette & Woods, Inc.

How large is Magnolia Bancorp’s new stock repurchase program?

The new stock repurchase program authorizes Magnolia Bancorp, Inc. to repurchase up to 33,350 shares of its common stock, which the company states represents 4.0% of its outstanding common stock.

When will Magnolia Bancorp (MGNO) start repurchasing shares under the program?

Magnolia Bancorp, Inc. states that the stock repurchase program will commence on January 15, 2026, following the one-year anniversary of the mutual to stock conversion of its wholly owned subsidiary, Mutual Savings and Loan Association.

What is the purpose of Magnolia Bancorp’s share repurchases?

The company explains that the repurchased shares will be used to fund its 2025 Recognition and Retention Plan and Trust Agreement, aligning the buyback program with its equity-based compensation and retention strategy.

What equity awards did Magnolia Bancorp grant under the 2025 Recognition and Retention Plan?

Under the 2025 Recognition and Retention Plan, Magnolia Bancorp’s Compensation Committee granted plan share awards covering a total of 16,280 shares of common stock on November 20, 2025, with the first scheduled vesting date for each award on November 20, 2026.

What is the Rule 10b5-1 plan Magnolia Bancorp entered into with KBW?

Magnolia Bancorp, Inc. entered into a Rule 10b5-1 plan with Keefe, Bruyette & Woods, Inc. on December 8, 2025, under which KBW will conduct open market stock purchases in connection with the repurchase program in compliance with the applicable requirements of Rule 10b-18 under the Securities Exchange Act of 1934.