Magnolia Bancorp, Inc. Employee Stock Ownership Plan Trust reports beneficial ownership of 8.0% of common stock, holding 66,700 shares as of December 31, 2025. The filing cites 833,750 shares issued and outstanding as of that date. The Trust holds 64,476.67 shares with sole voting and dispositive power and 2,223.33 shares with shared voting and dispositive power that are committed for allocation to participants. The Plan Trustee is Jason L. Manson, who signed the amendment and disclaims beneficial ownership under Rule 13d-4.
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Insights
ESOP trust holds 8.0% of Magnolia Bancorp common stock; a small portion is pending allocation.
What the filing shows. The Employee Stock Ownership Plan Trust beneficially owns 66,700 shares, representing 8.0% of 833,750 shares outstanding as of December 31, 2025. Of those shares, 2,223.33 are committed to participant accounts and will carry shared voting power once allocated.
Dependencies and governance notes. The assets are held in trust by trustee Jason L. Manson, who executed the filing and expressly disclaims beneficial ownership under Rule 13d-4. Actual voting on allocated shares will be exercised by participants through the trustee; unallocated shares are generally voted by the trustee in proportion to allocated shares.
What stake does the MGNO Employee Stock Ownership Plan hold?
The Plan Trust beneficially owns 66,700 shares, equal to 8.0% of common stock based on 833,750 shares outstanding as of December 31, 2025.
How many MGNO shares are allocated to participants versus unallocated?
2,223.33 shares of the 66,700 shares are committed to be released to individual accounts; the remainder is currently unallocated and held by the Plan Trust.
Who holds voting power for the ESOP shares reported by MGNO?
The Plan Trustee, Jason L. Manson, has sole voting power over 64,476.67 shares and shared voting power over 2,223.33 shares; allocated shares will carry shared voting through the trustee.
Does the Plan Trustee claim beneficial ownership of MGNO shares?
No. The Trustee signed a statement disavowing beneficial ownership under Rule 13d-4 while reporting the holdings on behalf of the Employee Stock Ownership Plan Trust.
On what date are the outstanding share and ownership figures based?
All ownership and outstanding-share figures in the filing are stated as of December 31, 2025, and the signature is dated March 6, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Magnolia Bancorp, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Magnolia Bancorp, Inc. Employee Stock Ownership Plan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LOUISIANA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
64,476.67
6
Shared Voting Power
2,223.33
7
Sole Dispositive Power
64,476.67
8
Shared Dispositive Power
2,223.33
9
Aggregate Amount Beneficially Owned by Each Reporting Person
66,700.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.0 %
12
Type of Reporting Person (See Instructions)
EP
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Magnolia Bancorp, Inc.
(b)
Address of issuer's principal executive offices:
2900 CLEARVIEW PARKWAY, METAIRIE, DISTRICT OF COLUMBIA, 70006.
Item 2.
(a)
Name of person filing:
Magnolia Bancorp, Inc. Employee Stock Ownership Plan Trust
(b)
Address or principal business office or, if none, residence:
Mutual Savings and Loan Association
2900 Clearview Parkway
Metairie, Louisiana 70006
(c)
Citizenship:
Louisiana
(d)
Title of class of securities:
Common Stock, Par Value $.01 Per Share
(e)
CUSIP No.:
559581103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
66,700
(b)
Percent of class:
8.0% (based on 833,750 shares issued and outstanding as of December 31, 2025)
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
64,476.67
(ii) Shared power to vote or to direct the vote:
2,223.33
(iii) Sole power to dispose or to direct the disposition of:
64,476.67
(iv) Shared power to dispose or to direct the disposition of:
2,223.33
The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, with individual accounts for the benefit of participating employees and their beneficiaries. The reporting person's assets are held in trust by trustee Jason L. Manson (?Plan Trustee?). The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by the Plan Trust, as of December 31, 2025. As of December 31, 2025, 2,223.33 shares of the 66,700 shares of Common Stock were committed to be released to individual accounts for participating employees and their beneficiaries, with the allocation of such shares currently pending. Once shares are allocated, participating employees and their beneficiaries will have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts through the Plan Trustee, who will then have shared voting power over the allocated Common Stock. Unallocated Common Stock is generally required to be voted by the Plan Trustee for or against proposals to shareholders in the same proportion as the shares of Common Stock which have been allocated to the accounts of individual participants and beneficiaries are actually voted thereby, subject in each case to the fiduciary duties of the Plan Trustee and applicable law.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Any future dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, will be added to their respective individual accounts. Any future dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, will be, at the direction of the Plan Administrator, either (i) credited to the respective individual accounts, (ii) paid to the participant or beneficiary, or (iii) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Magnolia Bancorp, Inc. Employee Stock Ownership Plan
Signature:
/s/Jason L. Manson
Name/Title:
Trustee
Date:
03/06/2026
Comments accompanying signature: This report is not an admission that the Plan Trustee is the beneficial owner of any securities covered by this report, and the Plan Trustee expressly disclaims beneficial ownership of all shares reported herein pursuant to Rule 13d-4.
