Marathon Bancorp IPO: Inside the Mutual to Stock Conversion and Nasdaq Uplisting (MBBC)

Marathon Bancorp, Inc., the holding company of Marathon Bank, is entering a new phase in its journey. With a full conversion from a mutual holding company structure to a stock holding company and a listing upgrade from the Pink Open Market to Nasdaq, the company is stepping into the big leagues. If you're curious about regional bank IPOs, this one deserves your attention.

This move is more than symbolic. It's a significant structural transformation that has implications for shareholders, regulators, and the market at large. The IPO, which involves offering up to 2.18 million shares at $10 each, is backed by a solid strategy and decades of community banking experience.

*UPDATE - IPO opens on April 22nd, selling 1,402,500 shares

The Big Picture: From Mutual to Public

Let’s break this down simply. Marathon Bancorp is planning a corporate makeover. Here’s what’s going on:

Marathon MHC, the mutual holding company owning 57.4 percent of Marathon Bancorp, will merge into the parent entity.
Public ownership will now make up 100 percent of the company’s stock.
All shares will be traded under a single structure, giving the company flexibility and transparency.

So why convert now? The timing aligns with broader market opportunities and the bank’s own ambitions. The leadership believes this new structure will better serve its growth goals and investors alike.

Digging Into the IPO Mechanics

This isn’t your typical IPO. The offering comes in stages:

Subscription Offering: Priority is given to eligible Marathon Bank depositors and the bank’s tax-qualified benefit plans.
Community Offering: If shares remain, they’re made available to the broader public, including current MBBC stockholders.
Pricing: Shares are priced at a flat $10, aiming for accessibility and fairness.
Minimum Requirement: At least 1,402,500 shares must be sold for the offering to go through.

The company has emphasized that the offering is being made on a best-efforts basis, which means shares will only be sold as demand allows. If demand falls short, the IPO could be delayed or canceled.

Stockholder Impact

Public stockholders of MBBC won’t lose their existing value. Instead, they’ll receive new shares based on an exchange ratio ranging from 1.1368 to 1.5381 shares per old share, depending on several financial metrics. This process will be automatic for most shareholders, except those holding physical stock certificates.

Financial Performance and Operational Overview

Marathon Bank, the key operating subsidiary of Marathon Bancorp, plays a central role in this transformation. As of the most recent filings, the bank has demonstrated steady revenue growth and prudent management of its asset base.

The bank's core operations are centered around:

Residential mortgage lending
Commercial real estate and small business lending
Personal banking and deposit services
Investment in secure securities portfolios

Marathon Bank has posted consistent net income performance across recent fiscal periods, which supports the IPO’s narrative of stability. Moreover, the bank has been actively increasing its loan portfolio, especially in local Wisconsin markets. This is complemented by its conservative underwriting practices and a loyal customer base rooted in community trust.

The conversion and capital raise are expected to fuel these operations further. The leadership aims to deploy new funds into expanding digital banking services, branch modernization, and potentially acquiring smaller community banks in neighboring regions.

Uplisting to Nasdaq: A Strategic Leap

One of the most exciting parts of the transition is the expected move to the Nasdaq Capital Market. Currently traded on the OTC Pink Market, MBBC has had limited liquidity and institutional visibility. Nasdaq changes that narrative entirely.

Benefits of uplisting include:

Wider investor access: Retail and institutional investors are more likely to participate
Stronger analyst coverage: Nasdaq attracts analyst eyes, bringing new attention to the company
Better liquidity: Increased trading volume generally means more stable prices and investor confidence
Greater credibility: Nasdaq-listed stocks must meet higher standards, which enhances reputation

All these factors are designed to attract long-term shareholders and give the company more leverage in capital markets.

Strategic Purpose of the Conversion

This isn't just a financial maneuver. The bank has laid out very specific reasons for this move:

Fueling Growth: The IPO proceeds will strengthen regulatory capital and support future expansion strategies
Dividend Flexibility: As a fully public company, MBBC will have more leeway in setting and paying dividends
Improving Liquidity: A more active market for shares helps everyone—from retail traders to long-term holders
Acquisition Readiness: Having more capital and a public currency (stock) positions MBBC well for mergers and acquisitions
Corporate Governance: Going fully public enforces transparency and best practices in governance

Investor Considerations: Risks and Rewards

While the IPO offers a promising opportunity, it's important to balance excitement with caution. Here are a few things investors should keep in mind.

Upsides:

Access to a fundamentally sound community bank
Exposure to potential growth through M&A and regional expansion
Opportunity to invest pre-uplisting at a fixed price
Long-term potential for dividends

Possible Risks:

Market volatility affecting post-IPO stock value
Possible dilution of shareholder equity depending on the share exchange
New regulatory costs and compliance responsibilities
Economic slowdowns that may impact bank lending activities

The company is upfront about these challenges, and a full list of risks is included in its official prospectus.

Timeline and How to Get Involved

The conversion and IPO process follows a clear timeline:

January 31, 2025: Record date for determining stockholder voting eligibility
March 21, 2025: Scheduled close of the stock offering
March 31, 2025: Special meeting for stockholder vote on the Plan of Conversion
April 2025: Anticipated uplisting to Nasdaq, pending regulatory approval

Interested investors should contact the Stock Information Center at (312) 461-4342 to request materials and subscription forms.

Final Thoughts

Marathon Bancorp is boldly reshaping its corporate identity and setting the stage for a new era of opportunity. The IPO, combined with a Nasdaq uplisting, gives the company the tools it needs to grow, compete, and reward its investors.

For potential investors, this is a chance to buy into a trusted community bank with solid financials and future-forward vision. Just remember to weigh the risks and follow through on due diligence.

Frequently Asked Questions

What happens to my current shares?

They’ll be exchanged for new ones automatically, based on the exchange ratio. No action is needed if your shares are held electronically or via brokerage.

Can I buy more shares in the offering?

Yes, but only after eligible depositors and employees. Shares may still be available in the community offering if demand is low in the first round.

Will MBBC pay dividends after the IPO?

That’s the plan, though it depends on the bank’s performance and capital needs. The new structure gives them more flexibility to issue dividends.

What if the stock offering doesn’t meet its minimum?

The IPO and conversion won’t proceed unless the minimum 1,402,500 shares are sold.

MBBC IPO

Financial Disclaimer

This content is provided for informational purposes only and does not constitute financial, investment, or legal advice. The author and publisher are not registered financial advisors. Always consult with a licensed financial professional before making any investment decisions. Marathon Bancorp’s IPO involves risks and should be evaluated based on your individual financial situation and investment goals.

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