MBBC / Marathon Bancorp, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42608 MA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Marathon Bancorp, Inc. (Exact Name of Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Marathon Bancorp, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 86-2191258 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Exhibit 4

Exhibit 4

Marathon Bancorp, Inc. Announces Completion of Conversion and Related Stock Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE Marathon Bancorp, Inc. Announces Completion of Conversion and Related Stock Offering Wausau, Wisconsin, April 21, 2025 — Marathon Bancorp, Inc. (the “Company”) (OTC Pink: MBBC), the holding company for Marathon Bank, announced that Marathon MHC (the “MHC”), has completed its conversion from the mutual holding company to the stock holding company form of organizat

AMENDED AND RESTATED ARTICLES OF INCORPORATION MARATHON BANCORP, INC.

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MARATHON BANCORP, INC. ARTICLE 1. Name. The name of the corporation is Marathon Bancorp, Inc. (herein, the “Corporation”). ARTICLE 2. Principal Office. The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202.

Financial Statements and Exhibits, Other 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 21, 2025 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction (Commission File No.) (I.R.S. E

Financial Statements and Exhibits, Other 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 16, 2025 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.S.

Marathon Bancorp, Inc. Announces Expected Closing Date of Conversion Transaction

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Marathon Bancorp, Inc. Announces Expected Closing Date of Conversion Transaction Wausau, Wisconsin, April 16, 2025 — Marathon Bancorp, Inc. (the “Company”) (OTC Pink: MBBC), the holding company for Marathon Bank, announced today that all regulatory approvals have been received to close the conversion of Marathon MHC (the “MHC”) from mutual to stock form and the r

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): March 31, 2025 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.S.

Marathon Bancorp, Inc. Announces Completion of the Community Offering and Stockholder and Member Approvals for Pending Conversion Transaction

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Marathon Bancorp, Inc. Announces Completion of the Community Offering and Stockholder and Member Approvals for Pending Conversion Transaction Wausau, Wisconsin, March 31, 2025 — Marathon Bancorp, Inc. (the “Company”) (OTC Pink: MBBC), the holding company for Marathon Bank (the “Bank”), announced today that that the community offering in connection with the conver

Marathon Bancorp, Inc. Extends Community Offering

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Marathon Bancorp, Inc. Extends Community Offering Wausau, Wisconsin, March 24, 2025 — Marathon Bancorp, Inc. (the “Company”) (OTC Pink: MBBC), the holding company for Marathon Bank (the “Bank”), announced today that the Company has extended the community offering to allow additional time to sell shares of its common stock. The terms and conditions of the communit

Financial Statements and Exhibits, Other 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): March 24, 2025 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.S.

(Holding company for Marathon Bank) Up to 1,897,500 Shares of Common Stock (Subject to Increase to up to 2,182,125 Shares)

Table of Contents PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-283805 (Holding company for Marathon Bank) Up to 1,897,500 Shares of Common Stock (Subject to Increase to up to 2,182,125 Shares) Marathon Bancorp, Inc., a Maryland corporation that we refer to as “Marathon Bancorp” throughout this prospectus, is offering shares of common stock for sale on a best-efforts basis in co

PROSPECTUS AND PROXY STATEMENT OF MARATHON BANCORP, INC.

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-283805 Dear Fellow Stockholder: Marathon Bancorp, Inc. (“Marathon Bancorp”), a Maryland corporation and the bank holding company of Marathon Bank, is soliciting stockholder votes regarding the mutual-to-stock conversion of Marathon MHC. Pursuant to a Plan of Conversion and Reorganization (the “Plan of Conversion”), our organiz

MARATHON BANK 401(k) PLAN Offering of Participation Interests in up to 427,710 Shares MARATHON BANCORP, INC. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-283805 Prospectus Supplement MARATHON BANK 401(k) PLAN Offering of Participation Interests in up to 427,710 Shares of MARATHON BANCORP, INC. Common Stock Marathon Bancorp, Inc., a Maryland corporation that we refer to as “Marathon Bancorp” throughout this prospectus supplement, is offering shares of common stock for sale at $1

Financial Statements and Exhibits, Other 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): February 20, 2025 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.

MARATHON BANCORP, INC. ANNOUNCES COMMENCEMENT OF STOCK OFFERING

EXHIBIT 99.1 FOR IMMEDIATE RELEASE MARATHON BANCORP, INC. ANNOUNCES COMMENCEMENT OF STOCK OFFERING Wausau, Wisconsin, February 20, 2025 — Marathon Bancorp, Inc. (the “Company”) (OTC Pink: MBBC), the holding company for Marathon Bank (the “Bank”), announced today that it is commencing its stock offering in connection with the proposed conversion of Marathon MHC (the “MHC”) from the mutual holding c

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 11, 2025 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.

Agency Agreement dated February 11, 2025, by and among Marathon Bancorp, Inc., Marathon Bank, Marathon MHC and Janney Montgomery Scott LLC

Exhibit 1.1 Execution Version Up to 1,897,500 Shares (Subject to increase to up to 2,182,125 shares) MARATHON BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT February 11, 2025 Janney Montgomery Scott LLC 20 North Wacker Drive Suite 2035 Chicago, Illinois 60606 Ladies and Gentlemen: Marathon Bancorp, Inc., a Maryland corporation (the “Company”), Mara

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269

[Letterhead of Janney Montgomery Scott LLC]

[Letterhead of Janney Montgomery Scott LLC] February 7, 2025 Via Edgar Securities and Exchange Commission 100 F Street, N.

MARATHON BANCORP, INC. 500 Scott Street Wausau, Wisconsin 54403

MARATHON BANCORP, INC. 500 Scott Street Wausau, Wisconsin 54403 February 7, 2025 Via Edgar Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Marathon Bancorp, Inc. Registration Statement on Form S-1 (Registration Number 333-283805) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securit

Form of Agency Agreement between Marathon Bank, Marathon Bancorp, Inc., Marathon MHC and Janney Montgomery Scott LLC

Exhibit 1.2 Up to 1,897,500 Shares (Subject to increase to up to 2,182,125 shares) MARATHON BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT , 2025 Janney Montgomery Scott LLC 20 North Wacker Drive Suite 2035 Chicago, Illinois 60606 Ladies and Gentlemen: Marathon Bancorp, Inc., a Maryland corporation (the “Company”), Marathon MHC, a Wisconsin-charter

As filed with the Securities and Exchange Commission on February 6, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 6, 2025 Registration No.

Stock Order and Certification Form

Exhibit 99.5 ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before 3:00 p.m., Central Time, on March 21, 2025. Subscription rights will become void after the deadline. Stock Order Forms can be delivered by using the enclosed Stock Order Reply Envelope, by overnight delivery to the Stock Information Center address on this f

Marketing Materials

Exhibit 99.4 Dear Member: We are writing to tell you of an investment opportunity, and just as importantly, to request your vote on a matter of importance. Pursuant to a Plan of Conversion and Reorganization (the “Plan”), Marathon Bank will be converting from the mutual holding company form to the full stock form of organization. In connection with the conversion, Marathon Bancorp, Inc., the paren

Engagement Letter with RP Financial, LC. to serve as appraiser

Exhibit 99.1 RP® FINANCIAL, LC. Advisory | Planning | Valuation January 23, 2025 Mr. Nicholas W. Zillges President and Chief Executive Officer Marathon Bank 500 Scott Street Wausau, Wisconsin 54403 Dear Mr. Zillges: This letter sets forth the agreement between Marathon Bank, Wausau, Wisconsin (the “Bank”), the wholly-owned subsidiary of Marathon Bancorp, Inc., which in turn is the majority-owned s

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Marathon Bancorp, Inc.

Engagement Letter between Marathon Bank and Janney Montgomery Scott LLC

Exhibit 1.1 January 23, 2025 Marathon Bancorp 500 Scott Street Wausau, WI 54403 Attention: Nicholas W. Zillges President, CEO & Director Mr. Zillges, The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Janney Montgomery Scott LLC (“Janney”) to act as the exclusive financial advisor to Marathon MHC (“MHC”), Marathon Bancorp, Inc. (“MBBC”) and Marathon Bank (the “B

Engagement Letter between Marathon Bank and Janney Montgomery Scott LLC

Exhibit 1.1 November 8, 2024 Marathon Bancorp 500 Scott Sreet Wausau, WI 54403 Attention: Nicholas W. Zillges President, CEO & Director Mr. Zillges, The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Janney Montgomery Scott LLC (“Janney”) to act as the exclusive financial advisor to Marathon MHC (“MHC”), Marathon Bancorp, Inc. (“MBBC”) and Marathon Bank (the “Ba

As filed with the Securities and Exchange Commission on December 13, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 13, 2024 Registration No.

Subsidiaries of Marathon Bancorp, Inc.

Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of Marathon Bancorp, Inc. Name State of Incorporation Marathon Bank (a) Wisconsin Marathon Property Holdings, LLC (b) Wisconsin 520 N 28th Avenue, LLC (b) Wisconsin (a)Wholly-owned subsidiary of Marathon Bancorp, Inc. (b)Wholly-owned subsidiary of Marathon Bank

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Marathon Bancorp, Inc.

Appraisal Report of RP Financial, LC.

Exhibit 99.3 PRO FORMA VALUATION REPORT SECOND-STEP CONVERSION STOCK OFFERING Marathon Bancorp, Inc. │Wausau, Wisconsin HOLDING COMPANY FOR: Marathon Bank │ Wausau, Wisconsin Valuation Date: November 8, 2024 Draft: December 5, 2024 1311-A Dolley Madison Boulevard Suite 2A McLean, Virginia 22101 703.528.1700 rpfinancial.com November 8, 2024 Boards of Directors Marathon MHC Marathon Bancorp, Inc. Ma

Letter of RP Financial, LC. with respect to subscription rights

Exhibit 99.2 RP® FINANCIAL, LC. Advisory | Planning | Valuation December 13, 2024 Boards of Directors Marathon MHC Marathon Bancorp, Inc. Marathon Bank 500 Scott Street Wausau, Wisconsin 54403 Re: Plan of Conversion Marathon MHC Marathon Bancorp, Inc. Marathon Bank Members of the Boards of Directors: All capitalized terms not otherwise defined in this letter have the meanings given such terms in t

Letter of RP Financial, LC. with respect to Liquidation Rights

Exhibit 99.6 RP® FINANCIAL, LC. Advisory | Planning | Valuation December 13, 2024 Boards of Directors Marathon MHC Marathon Bancorp, Inc. Marathon Bank 500 Scott Street Wausau, Wisconsin 54403 Re: Plan of Conversion Marathon MHC Marathon Bancorp, Inc. Members of the Boards of Directors: All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Con

Plan of Conversion and Reorganization of Marathon MHC

Exhibit 2 PLAN OF CONVERSION AND REORGANIZATION OF MARATHON MHC TABLE OF CONTENTS 1.

Engagement Letter with RP Financial, LC. to serve as appraiser

Exhibit 99.1 RP® FINANCIAL, LC. Advisory | Planning | Valuation October 14, 2024 Mr. Nicholas W. Zillges President and Chief Executive Officer Marathon Bank 500 Scott Street Wausau, Wisconsin 54403 Dear Mr. Zillges: This letter sets forth the agreement between Marathon Bank, Wausau, Wisconsin (the “Bank”), the wholly-owned subsidiary of Marathon Bancorp, Inc., which in turn is the majority-owned s

Form of Marathon Bancorp, Inc. Stockholder Proxy Card

Exhibit 99.7 REVOCABLE PROXY THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF MARATHON BANCORP, INC. SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON, 2025 The undersigned hereby appoints with full powers of substitution, to act as attorney and proxy for the undersigned to vote all shares of common stock of Marathon Bancorp, Inc. that the undersigned is entitled to vote at the Special Meeting of

Plan of Conversion and Reorganization of Marathon MHC

Exhibit 2.1 PLAN OF CONVERSION AND REORGANIZATION OF MARATHON MHC TABLE OF CONTENTS 1. INTRODUCTION 1 2. DEFINITIONS 2 3. PROCEDURES FOR CONVERSION 8 4. APPLICATIONS AND APPROVALS 10 5. SALE OF SUBSCRIPTION SHARES 10 6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES 11 7. RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY 12 8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY

Marathon Bancorp, Inc. Announces Adoption of Plan of Conversion and Reorganization to Undertake Second Step Conversion

Exhibit 99.1 PRESS RELEASE Contacts: Nicholas W. Zillges President and Chief Executive Officer Marathon Bancorp, Inc. (715) 845-7331 Marathon Bancorp, Inc. Announces Adoption of Plan of Conversion and Reorganization to Undertake Second Step Conversion Wausau, Wisconsin; December 12, 2024 – Marathon Bancorp, Inc. (OTC Pink: “MBBC”) (the “Company”), the holding company for Marathon Bank (the “Bank”)

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 10, 2024 MARATHON BANCOR

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 10, 2024 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.

Plan of Conversion and Reorganization of Marathon MHC

Exhibit 2.1 PLAN OF CONVERSION AND REORGANIZATION OF MARATHON MHC TABLE OF CONTENTS 1. INTRODUCTION 1 2. DEFINITIONS 2 3. PROCEDURES FOR CONVERSION 8 4. APPLICATIONS AND APPROVALS 10 5. SALE OF SUBSCRIPTION SHARES 10 6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES 11 7. RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY 12 8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY

Marathon Bancorp, Inc. Announces Adoption of Plan of Conversion and Reorganization to Undertake Second Step Conversion

Exhibit 99.1 PRESS RELEASE Contacts: Nicholas W. Zillges President and Chief Executive Officer Marathon Bancorp, Inc. (715) 845-7331 Marathon Bancorp, Inc. Announces Adoption of Plan of Conversion and Reorganization to Undertake Second Step Conversion Wausau, Wisconsin; December 12, 2024 – Marathon Bancorp, Inc. (OTC Pink: “MBBC”) (the “Company”), the holding company for Marathon Bank (the “Bank”)

Financial Statements and Exhibits, Other 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): December 10, 2024 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.

Submission of Matters to a Vote of Security Holders

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): November 19, 2024 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction (Commission File No.) (I.R.S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5626

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269 MARATHON BANCORP, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269 MARATHON BA

Subsidiaries of Registrant

Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of Marathon Bancorp, Inc. Name State of Incorporation Marathon Bank (a) Wisconsin Marathon Property Holdings, LLC (b) Wisconsin 520 N 28th Avenue, LLC (b) Wisconsin (a) Wholly-owned subsidiary of Marathon Bancorp, Inc. (b) Wholly-owned subsidiary of Marathon Bank

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269 MA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269

Financial Statements and Exhibits, Other 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): December 22, 2023 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.

MARATHON BANCORP, INC. ANNOUNCES ADOPTION OF STOCK REPURCHASE PROGRAM

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 – December 22, 2023 – Marathon Bancorp, Inc. (the “Company”) (OTC Pink: MBBC), the holding company for Marathon Bank, announced that is has adopted a stock repurchase program for up to approximately 5% of its outstanding

Submission of Matters to a Vote of Security Holders

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): November 21, 2023 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5626

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Change in Control Agreement between Marathon Bank and Joy C. Selting-Buchberger, dated April 14, 2021 (incorporated by reference to Exhibit 10.8 of the Marathon Bancorp, Inc. Annual Report on Form 10-K for the year ended June 30, 2023, filed with the Securities and Exchange Commission on September 20, 2023) †

Exhibit 10.8 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is made effective as of the 14th day of April, 2021 (the “Effective Date”), by and between Marathon Bank, a Wisconsin-chartered stock savings bank (the “Bank”) and Joy Selting-Buchberger (“Executive”). Any reference to the “Company” shall mean Marathon Bancorp, Inc., the newly-formed the stock holding compa

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 19, 2023 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R

Subsidiaries of Registrant

Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of Marathon Bancorp, Inc. Name State of Incorporation Marathon Bank Wisconsin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269 MARATHON BA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF TH

Dee UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Dee UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): May 10, 2023 MARATHON BANCORP, IN

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): May 10, 2023 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Em

Dee UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents Dee UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 22, 2022 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.

MARATHON BANCORP, INC. ANNOUNCES ADOPTION OF STOCK REPURCHASE PROGRAM

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 – November 16, 2022 – Marathon Bancorp, Inc. (the “Company”) (OTC Pink: MBBC), the holding company for Marathon Bank, announced that is has adopted a stock repurchase program for up to approximately 5% of its outstanding

Financial Statements and Exhibits, Other 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): November 16, 2022 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction (Commission File No.) (I.R.S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tm2227601d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

Subsidiaries of Registrant

EX-21 2 mara-20220630xex21.htm EX-21 Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of Marathon Bancorp, Inc. Name State of Incorporation Marathon Bank Wisconsin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269 MARATHON BA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 28, 2022 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.S. E

As filed with the Securities and Exchange Commission on June 28, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Marathon Bancorp, Inc. (Exact Name of Registrant

Registration No. 333- As filed with the Securities and Exchange Commission on June 28, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marathon Bancorp, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 86-2191258 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Inco

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Marathon Bancorp, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF TH

Form of Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-8 (file No. 333-265879) filed with the Securities and Exchange Commission on June 28, 2022) †

EX-10.3 4 ex10-3s8062822.htm FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT EXHIBIT 10.3 FORM OF INCENTIVE STOCK OPTION Granted by MARATHON BANCORP, INC. under the MARATHON BANCORP, INC. 2022 EQUITY INCENTIVE PLAN This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of Marathon Banco

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-8 (file No. 333-265879) filed with the Securities and Exchange Commission on June 28, 2022) †

EXHIBIT 10.4 FORM OF NON-QUALIFIED STOCK OPTION Granted by MARATHON BANCORP, INC. under the MARATHON BANCORP, INC. 2022 EQUITY INCENTIVE PLAN This non-qualified stock option agreement (?Option? or ?Agreement?) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the ?Plan?) of Marathon Bancorp, Inc. (the ?Company?) which are incorporated herein by reference

Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 (file No. 333-265879) filed with the Securities and Exchange Commission on June 28, 2022) †

EXHIBIT 10.2 FORM OF RESTRICTED STOCK AWARD AGREEMENT Granted by MARATHON BANCORP, INC. under the MARATHON BANCORP, INC. 2022 EQUITY INCENTIVE PLAN This restricted stock agreement (?Restricted Stock Award? or ?Agreement?) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the ?Plan?) of Marathon Bancorp, Inc. (the ?Company?) which are incorporated herein b

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 24, 2022 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269 MA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Submission of Matters to a Vote of Security Holders

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): November 23, 2021 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5626

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tm2130108d1def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

Subsidiaries of Registrant

EX-21 3 mara-20210630xex21.htm EX-21 Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of Marathon Bancorp, Inc. Name State of Incorporation Marathon Bank Wisconsin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities of Marathon Bancorp, Inc. (incorporated by reference to Exhibit 4.2 of the Marathon Bancorp, Inc. Annual Report on Form 10-K for the year ended June 30, 2021, filed with the Securities and Exchange Commission on September 28, 2021.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK OF MARATHON BANCORP, INC. General Marathon Bancorp, Inc. is authorized to issue 20,000,000 shares of common stock having a par value of $0.01 per share and 5,000,000 shares of serial preferred stock, par value of $0.01 per share. Each share of Marathon Bancorp, Inc.?s common stock has the same relative rights as, and is identical in all respects with, each

As filed with the Securities and Exchange Commission on June 11, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Marathon Bancorp, Inc. (Exact Name of Registrant

Registration No. 333- As filed with the Securities and Exchange Commission on June 11, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marathon Bancorp, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 86-2191258 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56269 MA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8k041421.htm MARATHON BANCORP, INC. FORM 8-K APRIL 14, 2021 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 14, 2021 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 86-2191258

Change in Control Agreement between Marathon Bank and Nora Spatz, dated April 14, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Marathon Bancorp, Inc. (File No. 000-56269), filed with the Securities and Exchange Commission on April 19, 2021) †

EXHIBIT 10.2 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is made effective as of the 14th day of April, 2021 (the “Effective Date”), by and between Marathon Bank, a Wisconsin-chartered stock savings bank (the “Bank”) and Nora Spatz (“Executive”). Any reference to the “Company” shall mean Marathon Bancorp, Inc., the newly-formed the stock holding company of the Ba

Employment Agreement between Marathon Bank and Nicholas W. Zillges, dated April 14, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Marathon Bancorp, Inc. (File No. 000-56269), filed with the Securities and Exchange Commission on April 19, 2021) †

EX-10.1 2 ex10-18k041421.htm EMPLOYMENT AGREEMENT BETWEEN MARATHON BANK AND NICHOLAS W. ZILLGES DATED APRIL 14, 2021 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into, effective as of April 14, 2021 (the “Effective Date”), by and between Marathon Bank, a Wisconsin-chartered stock savings bank (the “Bank”) and Nicholas W. Zillges (“Executive”). A

Change in Control Agreement between Marathon Bank and Michelle Knopf, dated April 14, 2022 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Marathon Bancorp, Inc. (File No. 000-56269), filed with the Securities and Exchange Commission on April 19, 2021) †

EXHIBIT 10.3 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is made effective as of the 14th day of April, 2021 (the “Effective Date”), by and between Marathon Bank, a Wisconsin-chartered stock savings bank (the “Bank”) and Michelle Knopf (“Executive”). Any reference to the “Company” shall mean Marathon Bancorp, Inc., the newly-formed the stock holding company of th

Other Events

8-K 1 form8k41621.htm FORM 8-K 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 16, 2021 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934

SC 13D 1 marathon13d041321.htm MARATHON BANCORP, INC. SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Marathon Bancorp, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 565759 107 (CUSIP Number) Benjamin Azoff, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W. Suit

MARATHON BANK ANNOUNCES COMPLETION OF MUTUAL HOLDING COMPANY REORGANIZATION AND CLOSING OF STOCK OFFERING

Contact: Nicholas Zillges President and Chief Executive Officer (715) 845-7331 FOR IMMEDIATE RELEASE ? April 15, 2021 MARATHON BANK ANNOUNCES COMPLETION OF MUTUAL HOLDING COMPANY REORGANIZATION AND CLOSING OF STOCK OFFERING Wausau, WI ? April 15, 2021 ? Marathon Bank (the ?Bank?) announced that it has completed its reorganization, effective April 14, 2021, into the mutual holding company structure, and the related stock offering of Marathon Bancorp, Inc.

Financial Statements and Exhibits, Other 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 14, 2021 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 000-56269 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.S.

- MARATHON BANCORP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Marathon Bancorp, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 86-2191258 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

MARATHON BANCORP, INC. ANNOUNCES RESULTS OF STOCK OFFERING AND CLOSING DATE

Contact: Nicholas Zillges President and Chief Executive Officer (715) 845-7331 FOR IMMEDIATE RELEASE – April 9, 2021 MARATHON BANCORP, INC.

Financial Statements and Exhibits, Other Events

8-K 1 form8k4921.htm FORM 8-K 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 9, 2021 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 333-251314 86-2191258 (State or Other Jurisdiction)

Financial Statements and Exhibits, Other 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): March 30, 2021 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 333-251314 86-2191258 (State or Other Jurisdiction) (Commission File No.) (I.R.S.

MARATHON BANK ANNOUNCES MEMBER APPROVAL OF PLAN OF REORGANIZATION

Contact: Nicholas Zillges President and Chief Executive Officer (715) 845-7331 FOR IMMEDIATE RELEASE – March 30, 2021 MARATHON BANK ANNOUNCES MEMBER APPROVAL OF PLAN OF REORGANIZATION Wausau, WI – March 30, 2021 –Marathon Bank (the “Bank”), announced today that its members approved the Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company pursuant to which the Bank will reorganize into the mutual holding company structure.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-25131

Financial Statements and Exhibits, 8-K

8-K 1 form8k030321.htm MARATHON BANCORP, INC. FORM 8-K MARCH 3, 2021 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): March 3, 2021 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 333-251314 86

MARATHON BANK ANNOUNCES EXTENSION OF MARATHON BANCORP, INC. SUBSCRIPTION OFFERING

EXHIBIT 99.1 Contact: Nicholas Zillges President and Chief Executive Officer (715) 845-7331 FOR IMMEDIATE RELEASE ? March 3, 2021 MARATHON BANK ANNOUNCES EXTENSION OF MARATHON BANCORP, INC. SUBSCRIPTION OFFERING Wausau, WI ? March 3, 2021 ? Marathon Bank (the ?Bank?) announced today that, due to a delay in mail distribution, Marathon Bancorp, Inc. (?Marathon Bancorp?) has extended the stock order

(Proposed Holding Company for Marathon Bank Up to 931,500 Shares of Common Stock (Subject to increase to up to 1,071,225 shares)

424B3 1 tm217024d1424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No: 333-251314 PROSPECTUS (Proposed Holding Company for Marathon Bank Up to 931,500 Shares of Common Stock (Subject to increase to up to 1,071,225 shares) Marathon Bancorp, Inc. is offering up to 931,500 shares of its common stock for sale at $10.00 per share on a best efforts basis in connection with the reorganizatio

Interests in MARATHON BANK 401(k) PLAN Offering of Participation Interests in up to 330,397 Shares of Marathon Bancorp, Inc. Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No: 333-251314 Prospectus Supplement Interests in MARATHON BANK 401(k) PLAN Offering of Participation Interests in up to 330,397 Shares of Marathon Bancorp, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 11, 2021 MARATHON BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 333-251314 Applied For (State or Other Jurisdiction) (Commission File No.) (I.

Agency Agreement dated February 11, 2021, by and among Marathon Bancorp, Inc., Marathon Bank, Marathon MHC and Janney Montgomery Scott LLC

EX-1.1 2 tm217042d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Up to 931,500 Shares (Subject to increase to up to 1,071,225 shares) MARATHON BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT February 11, 2021 Janney Montgomery Scott LLC 20 North Wacker Drive Suite 2035 Chicago, Illinois 60606 Ladies and Gentlemen: Marathon Bancorp, Inc., a Maryland corporation

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CORRESP 1 filename1.htm MARATHON BANCORP, INC. 500 Scott Street Wausau, Wisconsin 54402 February 9, 2021 Via Edgar Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Marathon Bancorp, Inc. Registration Statement on Form S-1 (Registration Number 333-251314) Request for Acceleration of Effectiveness Ladies and Gentlemen: Marathon Bancorp, Inc., a Maryland corporation (t

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[Letterhead of Janney Montgomery Scott LLC] February 9, 2021 Via Edgar Securities and Exchange Commission 100 F Street, N.

Addendum to Appraisal Report of RP Financial , LC.

Exhibit 99.6 January 26, 2021 Board of Directors Marathon Bank 500 Scott Street Wausau, Wisconsin 54402 Members of the Board of Directors: RP Financial, LC. (“RP Financial”) previously prepared a conversion valuation appraisal report (the “Original Appraisal”) of Marathon Bank (“Marathon” or the “Bank”) in connection with Marathon’s planned mutual holding company reorganization and stock offering.

- S-1/A

As filed with the Securities and Exchange Commission on January 29, 2021 Registration No.

Marketing Materials

Exhibit 99.4 Dear Member: I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company (the “Plan”), we will convert from a mutual (meaning no stockholders) savings bank to a mutual holding company form of ownership. To accomplish the reorganization, Marathon Banc

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LUSE GORMAN, PC ATTORNEYS AT LAW 5335 WISCONSIN AVENUE, N.W., SUITE 780 WASHINGTON, D.C. 20015 TELEPHONE (202) 274-2000 FACSIMILE (202) 362-2902 www.luselaw.com WRITER?S DIRECT DIAL NUMBER WRITER?S E-MAIL (202) 274-2010 [email protected] January 28, 2021 David Lin, Staff Attorney U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-0303 Re: Marathon Bancorp, Inc. Regist

Letter of RP Financial, LC. with respect to subscription rights

Exhibit 99.2 December 9, 2020 Boards of Directors Marathon MHC Marathon Bancorp, Inc. Marathon Bank 500 Scott Street Wausau, Wisconsin 54403 Re: Plan of Reorganization and Minority Stock Issuance Marathon MHC Marathon Bancorp, Inc. Marathon Bank Members of the Board of Directors: All capitalized terms not otherwise defined in this letter have the meanings given such terms in the plan of reorganiza

Stock Order and Certification Form

Exhibit 99.5 For Internal Use Only BATCH # ORDER # CATEGORY # REC’D O C STOCK ORDER FORM ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before 3:00 p.m., Central Time, on. Subscription rights will become void after the deadline. Stock Order Forms can be delivered by using the enclosed Stock Order Reply Envelope, by overnig

Articles of Incorporation of Marathon Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of Marathon Bancorp, Inc. (File No. 333-251314), initially filed with the Securities and Exchange Commission on December 11, 2020)

Exhibit 3.1 ARTICLES OF INCORPORATION MARATHON BANCORP, INC. The undersigned, Benjamin M. Azoff, whose address is 5335 Wisconsin Avenue, N.W., Suite 780, Washington, D.C. 20015, being at least eighteen years of age, acting as incorporator, does hereby form a corporation under the general laws of the State of Maryland, having the following Articles of Incorporation (the “Articles”): ARTICLE 1. Name

Subsidiaries of Marathon Bancorp, Inc.

EXHIBIT 21 Significant Subsidiaries of the Registrant Name Percent Ownership State of Incorporation Marathon Bank 100% Wisconsin

Form of Agency Agreement between Marathon Bank, Marathon Bancorp, Inc. and Janney Montgomery Scott LLC

Exhibit 1.2 Up to 931,500 Shares (Subject to increase to up to 1,071,225 shares) MARATHON BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT , 2021 Janney Montgomery Scott LLC 20 North Wacker Drive Suite 2035 Chicago, Illinois 60606 Ladies and Gentlemen: Marathon Bancorp, Inc., a Maryland corporation (the "Company"), Marathon MHC, a Wisconsin-chartered

Engagement Letter with RP Financial, LC. to serve as appraiser

Exhibit 99.1 RP® FINANCIAL, LC. Advisory | Planning | Valuation October 7, 2020 Nicholas W. Zillges President and Chief Executive Officer Marathon Bank 500 Scott Street Wausau, Wisconsin 54403 Dear Mr. Zillges: This letter sets forth the agreement whereby Marathon Bank, Wausau, Wisconsin (“Marathon” or the “Bank”), has engaged RP® Financial, LC. (“RP Financial”) for independent conversion appraisa

Bylaws of Marathon Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 of Marathon Bancorp, Inc. (File No. 333-251314), initially filed with the Securities and Exchange Commission on December 11, 2020)

Exhibit 3.2 MARATHON BANCORP, INC. BYLAWS ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and to transact any other business within its powers, at such place, on such date and at such time as the Board of Directors shall fix. Failure to hold an annual meeting does not invalidate the Corporation’s existence or aff

Plan of Reorganization of Marathon Bank

Exhibit 2 PLAN OF REORGANIZATION OF MARATHON BANK FROM A MUTUAL SAVINGS BANK TO A MUTUAL HOLDING COMPANY TABLE OF CONTENTS Page 1.

Employment Agreement with Nicholas W. Zillges

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into, effective as of , 2021 (the “Effective Date”), by and between Marathon Bank, a Wisconsin-chartered stock savings bank (the “Bank”) and Nicholas W. Zillges (“Executive”). Any reference to the “Company” shall mean Marathon Bancorp, Inc., the newly-formed stock holding company of the Bank, or any s

Engagement Letter between Marathon Bank and Janney Montgomery Scott LLC

Exhibit 1.1 October 2, 2020 Marathon Bank 500 Scott Street Wausau, WI 54403 Attention: Nicholas W. Zillges President & Chief Executive Officer Ladies and Gentlemen: The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Janney Montgomery Scott, LLC (“Janney”) to act as the exclusive financial advisor to Marathon Bank (“Marathon” or the “Bank”) in connection with the

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on December 11, 2020 Registration No.

Appraisal Report of RP Financial, LC.

Exhibit 99.3 PRO FORMA VALUATION REPORT MUTUAL HOLDING COMPANY STOCK OFFERING Marathon Bancorp, Inc. │Wausau, Wisconsin HOLDING COMPANY FOR: Marathon Bank │ Wausau, Wisconsin Valuation Date: November 20, 2020 1311-A Dolley Madison Boulevard, Suite 2A McLean, Virginia 22101 703.528.1700 rpfinancial.com November 20, 2020 Board of Directors Marathon Bank 500 Scott Street Wausau, Wisconsin 54402 Membe

Form of Common Stock Certificate of Marathon Bancorp, Inc. (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 of Marathon Bancorp, Inc. (File No. 333-251314), initially filed with the Securities and Exchange Commission on December 11, 2020)

Exhibit 4 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND No. MARATHON BANCORP, INC. Shares CUSIP: FULLY PAID AND NON-ASSESSABLE PAR VALUE $0.01 PER SHARE THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS, SEE REVERSE SIDE THIS CERTIFIES that is the owner of SHARES OF COMMON STOCK of Marathon Bancorp, Inc. a Maryland corporation The shares evidenced by this certificate ar

Form of Change in Control Agreement

Exhibit 10.2 ONE-YEAR CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the “Agreement”) is made effective as of the day of , 2021 (the “Effective Date”), by and between Marathon Bank, a Wisconsin-chartered stock savings bank (the “Bank”) and (“Executive”). Any reference to the “Company” shall mean Marathon Bancorp, Inc., the newly-formed the stock holding company of the Bank, or any s

Letter from Eide Bailly LLP with respect to change in accountants

Exhibit 16 December 11, 2020 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Marathon Bank, which we understand will be filed with the Securities and Exchange Commission within the Prospectus constituting part of the Registration Statement on Form S-1 of Marathon Bank, dated December 11, 2020, under the heading “Change in Accountants”.