EX-99.2 11 mara-20240930xex99d2.htm EX-99.2

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 the Plan of Conversion (the “Plan”) adopted by the Boards of Directors of Marathon MHC (the “MHC”) and Marathon Bancorp, Inc. (“Marathon Bancorp”). As a result of the conversion, the MHC will be merged into Marathon Bancorp and as a result the MHC will cease to exist. As part of the conversion, the 57.57% ownership interest of the MHC in Marathon Bancorp will be offered for sale in the offering. When the conversion is completed, Marathon Bancorp will continue to own all of the outstanding common stock of Marathon Bank and public stockholders will own all of the outstanding common stock of Marathon Bancorp.

We understand that in accordance with the Plan, subscription rights to purchase shares of common stock in the Company are to be issued to: (1) Eligible Account Holders; (2) Tax-Qualified Plans including Marathon Bank’s employee stock ownership plan (the “ESOP”); (3) Supplemental Eligible Account Holders; and, (4) Other Members. Based solely upon our observation that the subscription rights will be available to such parties without cost, will be legally non-transferable and of short duration, and will afford such parties the right only to purchase shares of common stock at the same price as will be paid by members of the general public in the community, syndicated or firm commitment underwritten offerings but without undertaking any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue, we are of the belief that, as a factual matter:

(1)

the subscription rights will have no ascertainable market value; and,

(2)

the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance.

Changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability and may materially impact the value of thrift stocks as a whole or Marathon Bancorp’s value alone. Accordingly, no assurance can be given that persons who subscribe to shares of common stock in the subscription offering will thereafter be able to buy or sell such shares at the same price paid in the subscription offering.

Sincerely,

Graphic

RP Financial, LC.

dr

1311-A Dolley Madison Boulevard, Suite 2A

Telephone:

(703) 528-1700

McLean, VA 22101

Fax No.:

(703) 528-1788

www.rpfinancial.com

Toll-Free No.:

(866) 723-0594

E-Mail: [email protected]