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~~February 1825, ~~2024~~2025

Mercer Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-56575	92-3452469
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1100 Irmscher Blvd, Celina, Ohio		45822
(Address of Principal Executive Offices)		(Zip Code)

(419) 586-5158

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

The Annual Meeting of Stockholders of Mercer Bancorp, Inc. ~~Announces~~(the ~~Year-End~~“Company”) ~~Financial~~was ~~Results~~held on February 25, 2025. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 22, 2025. All proposals were approved by the Company’s stockholders. The final results of the vote on each matter submitted to a vote of stockholders are as follows:

~~Celina,~~1. ~~Ohio~~The ~~(December~~following ~~18,~~individuals ~~2024)~~were –elected ~~Mercer~~as ~~Bancorp,~~directors ~~Inc.~~of ~~(OTCQB: MSBB) (~~the “Company”), ~~the~~each ~~holding company~~ for ~~Mercer~~a ~~Savings~~three-year ~~Bank~~term ~~(the “Bank”), announced today net income of $730,000,~~ or ~~$0.77~~until ~~per~~their ~~share,~~successor ~~for~~is ~~the~~duly ~~year~~elected ~~ended~~and ~~September 30~~qualified, ~~2024,~~by ~~compared to net income of $744,000 for~~ the ~~year~~following ~~ended September 30, 2023.~~vote:

September 30, 2024 Year End Highlights:

	For	Withhold	Broker Non-Votes

Michael J. Boley	535,748	53,782	117,856
Kristin M. Fee	538,365	51,165	117,856

•2. ~~Net~~The ~~income~~Mercer ~~of $730~~Bancorp,~~000,~~ ~~or $0~~Inc.77 ~~per~~2025 ~~diluted~~Equity ~~share,~~Incentive ~~for~~Plan ~~the~~was ~~year~~approved ~~ended~~by ~~September 30, 2024, compared to a net gain of $744,000 for~~ the ~~year~~following ~~ended September 30, 2023.~~vote:

• Total assets were $181.7 million, an increase of $22.7 million, or 14.3% from $159.0 million at September 30, 2023.


For	Against	Abstentions

536,337	30,886	13,343

•3. ~~Net~~The ~~loans~~appointment ~~were~~of ~~$145~~S.1R. ~~million~~Snodgrass, anP.C. ~~increase~~to ofserve ~~$15.1~~as ~~million,~~the orCompany’s ~~11.6%~~independent ~~from~~registered ~~$130.0~~public ~~million~~accounting atfirm for the fiscal year ending September 30, ~~2023.~~2025 was ratified by the following vote:

• Total deposits were $134.6 million, an increase of $11.7 million, or 9.6% from $122.8 million at September 30, 2023.


For	Against	Abstentions

670,591	36,741	54

~~Operating~~Item ~~Results~~9.01 Financial Statements and Exhibits.

Net income was $730,000 for the year ended September 30, 2024, compared to a net gain of $744,000 for the year ended September 30, 2023. Interest income increased $2.2 million, or 36.7%, to $8.2 million. Interest expense increased $1.9 million, or 317.7%, to $2.5 million. Net interest income before provision for loan losses was $5.7 million, an increase of $311,000, or 5.8% from $5.4 million at September 30, 3023. Noninterest expense increased $456,000, or 8.9% to $5.6 million. The increase was due primarily to a $317,000, or 14.5%, increase in salaries and employee benefits, a $187,000, or 183.9%, increase in loan expense, a $179,000, or 63.7%, increase in professional services, a $118,000, or 22.3%, increase in data processing fees, a $106,000, or 29.3%, increase in other expense, and a $53,000, or 11.7%, increase in occupancy and equipment, partially offset by a $607,000 decrease in charitable contributions.

(d)	Exhibits

	Exhibit No.	Description

	10	Mercer Bancorp, Inc. 2025 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on January 22, 2025 (File No. 000-56575))
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Balance Sheet

Total assets were $181.7 million, an increase of $22.7 million, or 14.3% from $159.0 million at September 30, 2023. Total deposits increased $11.7 million, or 9.6%.

About Mercer Bancorp, Inc.

Mercer Bancorp (OTCQB: MSBB) became the holding company for Mercer Savings Bank, an Ohio-chartered bank, in July 2023 upon the completion of the Bank’s mutual-to-stock conversion. The Bank was founded in 1888 and offers a full range of financial services to individuals and businesses from our four offices in western Ohio. Our primary market area includes Mercer and Darke Counties in western Ohio and contiguous areas, including Adams and Jay Counties in eastern Indiana.

Item 8.01 Other Events

Mercer Bancorp, Inc. Announces Adoption of Stock Repurchase Program

The Company has received regulatory non-objection to its proposed repurchase of up to 102,297 shares of its common stock, which is approximately 10% of its outstanding common stock, as previously approved by the Board of Directors of the Company. Repurchases will not be initiated before the completion of the Company’s regular trading blackout for the period ended September 30, 2024, which will occur after the end of the first full trading day after the Company releases its results of operations for the period ended September 30, 2024.

Shares may be repurchased in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program has no expiration date.

The timing and amount of share repurchases under the repurchase program may be suspended, terminated or modified by the Company at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding anticipated future events and often include words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “will,” “would,” “should,” “could,” or “may.” Forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are subject to risks and uncertainties. Various factors could cause actual results to differ materially from expected results, including the Company’s inability to execute its stock repurchase program due to stock market conditions or otherwise. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them. The Company disclaims any obligation to update such forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MERCER BANCORP, INC.
Date: December 18, 2024	By:	/s/ Alvin B. Parmiter
Date: February 26, 2025	By:	/s/ Alvin B. Parmiter
		Alvin B. Parmiter
		President and Chief Executive Officer

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