UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Benjamin Azoff, Esq.

Luse Gorman, PC

5335 Wisconsin Avenue, N.W.

Suite 780

Washington, D.C.  20015

(Name, Address, Telephone number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [  ]

(Continued on following pages)

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CUSIP NO. 565759 107

13D

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CUSIP NO. 565759 107

13D

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The securities as to which this Schedule 13D (“Schedule”) relates are shares of common stock, $0.01 par value per share (“Common Stock”), of Marathon Bancorp, Inc., a Maryland corporation (the “Issuer”).  The address of the Issuer’s principal executive office is 500 Scott Street, Wausau, Wisconsin 54403.

This Schedule is filed on behalf of Marathon MHC, a Wisconsin mutual holding company (the “Company”).  The Company’s principal business is the ownership of the majority of the Issuer’s shares of Common Stock.  The business address of the Company is 500 Scott Street, Wausau, Wisconsin 54403.

Pursuant to General Instruction C of Schedule 13D, the following information is being provided with respect to each executive officer and director of the Company (“Insiders”):

Directors and Executive Officers

CUSIP NO. 565759 107

13D

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The Issuer was formed in December 2020 for the purpose of becoming the holding company for Marathon Bank (the “Bank”) and the Company was formed in April 2021 for the purpose of becoming the mutual holding company parent of the Issuer and the Bank. On April 14, 2021, pursuant to the Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company (the “Plan”), 1,226,223 shares of Common Stock of the Issuer were issued to the Company, and 1,003,274 shares of Common Stock of the Issuer were sold for $10.00 per share to depositors of the Bank and members of the general public (the “Stock Offering”).

The primary reasons for the Issuer’s decision to reorganize into a mutual holding company and conduct the Stock Offering were to establish an organizational structure that it believes will enable it to:

•	support future growth and profitability;

•	compete more effectively in the financial services marketplace;

•	offer the Bank’s depositors, employees, management and directors an equity ownership interest in the Bank, and thereby an economic interest in its future success;

•	attract and retain qualified personnel by permitting the Issuer to establish stock-based benefit plans after the reorganization and Stock Offering; and

•	increase the Issuer’s flexibility to structure and finance the expansion of the Bank’s operations, including potential acquisitions of other financial institutions or their branches and possibly establishing new (“de novo”) branches.

The capital raised in the Stock Offering is expected to provide the Bank with additional capital to support new loans and higher lending limits, support the growth of its banking franchise, provide additional protection against unforeseen risks and expand its asset and deposit base. Because the Issuer only issued a minority of its common stock for sale in the Stock Offering, the Bank’s mutual form of ownership and its ability to remain an independent savings bank and to provide community-oriented financial services is expected to be preserved.

CUSIP NO. 565759 107

13D

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While the Company intends to exercise its rights as majority stockholder, neither the Company nor the Insiders currently have any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter or bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.

In the future, the Company and/or the Insiders may determine to purchase additional shares of the Issuer’s common stock (or other securities of the Issuer) or the Company and/or the Insiders may determine to sell shares of the Issuer’s Common Stock.  Any such determination will depend on a number of factors, including market prices, the Issuer’s prospects and alternative investments.

CUSIP NO. 565759 107

13D

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As of the date of this Schedule, neither the Company nor any of the Insiders is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Common Stock.

None.

CUSIP NO. 565759 107

13D

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After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.