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As filed with the Securities and Exchange Commission on June 17, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HOYNE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

6036
(Primary Standard Industrial
Classification Code Number)

39-2556785
(I.R.S. Employer
Identification Number)

810 S. Oak Park Avenue
Oak Park, Illinois 60304
(708) 434-4300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Walter F. Healy
President and Chief Executive Officer
Hoyne Bancorp, Inc.
810 S. Oak Park Avenue
Oak Park, Illinois 60304
(708) 434-4300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Daniel C. McKay, II
Jennifer D. King
Vedder Price P.C.
222 N. LaSalle Street
26th Floor
Chicago, Illinois 60601
(312) 609-7500

John F. Breyer, Jr.
Breyer & Associates PC
8180 Greensboro Drive
Suite 785
McLean, Virginia 22102
(703) 883-1100

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PROSPECTUS

[MISSING IMAGE: lg_hoynebancorpinc-pn.jpg]

(PROPOSED HOLDING COMPANY FOR HOYNE SAVINGS BANK)

UP TO 6,900,000 SHARES OF COMMON STOCK

(SUBJECT TO INCREASE TO UP TO 7,935,000 SHARES)

Hoyne Bancorp, Inc. is offering shares of common stock for sale in connection with the conversion of Hoyne Savings, MHC from the mutual holding company to stock form of organization. Currently, there are no shares of our common stock held by public stockholders. We have applied to list our common stock on the Nasdaq Capital Market under the symbol “HYNE.” We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) of 2012.

The shares of common stock are first being offered in a subscription offering to eligible depositors of Hoyne Savings Bank with aggregate account balances of at least $50.00 as of a specified eligibility date and certain borrowers of Hoyne Savings Bank as of October 16, 2020 whose borrowings remained outstanding at the close of business on , and to Hoyne Savings Bank’s tax-qualified employee stock ownership plans. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to residents of Cook County, Illinois. Any shares of common stock not purchased in the subscription and community offerings may be offered for sale to the public in a syndicated community offering through a syndicate of broker-dealers. The syndicated community offering may commence before the subscription and community offerings (including any extensions) have expired. No shares purchased in the subscription and community offerings will be issued until the completion of any syndicated community offering. The subscription, community and syndicated community offerings are collectively referred to as the “offerings.”

Our shares of common stock are being offered in a range from 5,100,000 shares to 6,900,000 shares. We may sell up to 7,935,000 shares of common stock as a result of demand for the shares of common stock or changes in market conditions, without resoliciting subscribers. We must sell a minimum of 5,100,000 shares in order to complete the offering. We intend to establish and contribute to our new charitable foundation 2.0% of the total amount of shares of common stock offered in the conversion and $250,000 in cash.

The minimum order is 25 shares of common stock. Generally, no individual or other person, along with their associates and those with whom they are acting in concert, may purchase more than $300,000 (30,000 shares) of common stock. The subscription and community offerings are expected to expire at 1:00 p.m., Central Time, on , 2025. We may extend this expiration time and date, without notice to you, until , 2025. Once submitted, stock orders are irrevocable unless the subscription and community offerings are terminated or extended, with regulatory approval, beyond , 2025, or the number of shares of common stock offered for sale is increased to more than 7,935,000 shares or decreased to less than 5,100,000 shares. If the subscription and community offerings are extended beyond , 2025, we will notify all subscribers and give them an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 7,935,000 shares or decreased to less than 5,100,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest. Funds received in the subscription and the community offerings will be held in a segregated account at Hoyne Savings Bank and will earn interest at 0.05% per annum until completion or termination of the offering.

We expect our directors and executive officers, together with their associates, to subscribe for an aggregate 230,000 shares of common stock. They will pay the same $10.00 per share offering price as paid by all other persons who purchase shares in the offering.

Keefe, Bruyette & Woods, Inc. is assisting us in selling the shares on a best-efforts basis in the subscription and community offerings, and will serve as sole manager for any syndicated community offering. Keefe, Bruyette & Woods, Inc. is not required to purchase any shares of common stock that are sold in the subscription offering, community offering or syndicated community offering.

OFFERING SUMMARY
Price: $10.00 Per Share

	Minimum			Midpoint			Maximum			Adjusted Maximum
Number of shares			5,100,000			6,000,000			6,900,000			7,935,000
Gross offering proceeds		$	51,000,000		$	60,000,000		$	69,000,000		$	79,350,000
Estimated offering expenses, excluding selling agent fees		$	1,900,000		$	1,900,000		$	1,900,000		$	1,900,000
Selling agent fees(1)(2)		$	510,000		$	600,000		$	690,000		$	793,500
Estimated net proceeds		$	48,590,000		$	57,500,000		$	66,410,000		$	76,656,500
Estimated net proceeds per share		$	9.53		$	9.58		$	9.62		$	9.66

(1)

See “Pro Forma Data,” “The Conversion and Offering” and “Plan of Distribution; Selling Agent and Underwriting Compensation” for information regarding compensation to be received by Keefe, Bruyette & Woods, Inc. in the subscription and community offerings and the compensation to be received by Keefe, Bruyette & Woods, Inc. and other participating broker-dealers in the syndicated community offering.

(2)

Excludes records agent fees and expenses payable to Keefe, Bruyette & Woods, Inc., which are included in estimated offering expenses. See “The Conversion and Offering” and “Records Management.” If all shares of common stock were sold in the syndicated community offering, the selling agent fees and expenses would be approximately $3.1 million, $3.6 million, $4.1 million and $4.8 million at the minimum, midpoint, maximum and adjusted maximum levels of the offering, respectively.

This investment involves a degree of risk, including the possible loss of principal. See “Risk Factors” beginning on page 15.

Shares of our common stock are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other government agency. Neither the Securities and Exchange Commission, the Illinois Department of Financial & Professional Regulation, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Keefe, Bruyette & Woods

A Stifel Company

For assistance, please contact the Stock Information Center at .

The date of this prospectus is , 2025.

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	Page
Summary		1
Risk Factors		15
Selected Consolidated Financial and Other Data		29
Forward-Looking Statements		32
How We Intend to Use the Proceeds from the Offering		34
Our Dividend Policy		36
Market for the Common Stock		37
Historical and Pro Forma Regulatory Capital Compliance		38
Capitalization		39
Pro Forma Data		41
Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation		48
Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
Business of Hoyne Bancorp, Inc		62
Business of Hoyne Savings, MHC and Hoyne Financial Corporation		62
Business of Hoyne Savings Bank		62
Supervision and Regulation		82
Taxation		90
Management		91
Proposed Management Purchases		99
The Conversion and Offering		101
Our Charitable Foundation		122
Restrictions on Acquisition of Hoyne Bancorp, Inc		124
Description of Capital Stock of Hoyne Bancorp, Inc		128
Transfer Agent		130
Experts		130
Legal Matters		130
Where You Can Find Additional Information		130
Signatures		S-1

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SUMMARY

The following summary explains material information in this prospectus, but it may not contain all of the information that is important to you. Before making an investment decision, you should read carefully this entire document, including the consolidated financial statements and the notes thereto and the section entitled “Risk Factors.” The terms “we,” “our” and “us” refer to Hoyne Bancorp, Inc. and Hoyne Savings Bank, unless the context indicates another meaning.

Hoyne Bancorp, Inc.

Hoyne Bancorp, Inc. is a Delaware corporation which was incorporated in June 2025. The offering of common stock by means of this prospectus is being made by Hoyne Bancorp, Inc. in connection with the conversion of Hoyne Savings, MHC from the mutual holding company structure to stock holding company structure. Upon completion of the conversion, Hoyne Bancorp, Inc. will become the savings and loan holding company for Hoyne Savings Bank by owning all of the outstanding shares of capital stock of Hoyne Savings Bank. As a savings and loan holding company, Hoyne Bancorp, Inc. will be regulated by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). To date, Hoyne Bancorp, Inc. has engaged in organizational activities only. Following the conversion, Hoyne Bancorp, Inc.’s primary business activity will relate to owning all of the outstanding shares of capital stock of Hoyne Savings Bank.

Hoyne Savings Bank

Hoyne Savings Bank, an Illinois-chartered stock savings bank, was established in 1887 and since its inception has operated as a savings institution focused primarily on serving the banking needs of customers in our market area of Cook County, Illinois and adjacent communities. We operate from our headquarters and main banking office in Chicago, Illinois, and we have five additional full-service branch offices in Illinois located in Chicago, Oak Lawn, Wheeling and Worth. We also have a loan production office in Oak Park, Illinois.

In 2004, Hoyne Savings Bank reorganized into the mutual holding company form of organization. Currently, Hoyne Savings Bank is a wholly owned subsidiary of Hoyne Financial Corporation, a federally chartered corporation which is a wholly owned subsidiary of Hoyne Savings, MHC, a federally chartered mutual holding company. The mutual holding company has not issued any shares of capital stock to the public. Prospect Services Inc., an insurance brokerage company, was Hoyne Savings Bank’s sole subsidiary and was dissolved in 2025. In April 2017, Prospect Federal Savings Bank, a federal mutual savings bank, merged with and into Hoyne Savings Bank, and in 2020, Loomis Federal Savings and Loan Association, a federal mutual savings association, also merged with and into Hoyne Savings Bank.

In 2022, we hired Walter F. Healy, previously the chief executive officer of an Illinois-chartered commercial bank in Oak Park, Illinois, to lead a new commercial lending division and begin originating commercial real estate loans (including commercial construction) and commercial and industrial loans in addition to our traditional offering of one to four residential loans and home equity loans. Mr. Healy brought to Hoyne Savings Bank a team of experienced commercial bankers, with whom he has worked for over twenty years. Mr. Healy was appointed president of Hoyne Savings, MHC, Hoyne Financial Corporation and Hoyne Savings Bank in September 2023 and appointed Chief Executive Officer of those organizations in July 2024 upon the retirement of Steven F. Rosenbaum.

As of March 31, 2025, we had total assets of $466.5 million, total deposits of $370.9 million and equity of $88.8 million. Historically our lending focus has been on making long-term loans to individuals secured by first mortgages on the borrower’s residence and, to a lesser extent, home equity loans. As part of our transition to a more diversified banking institution beginning in 2023, we now offer commercial real estate loans (including commercial construction) and commercial and industrial loans. As of March 31, 2025, $115.4 million, or 45.8%, of our total loan portfolio consisted of commercial real estate (including commercial construction) and commercial and industrial loans. Our headquarters and main banking office is located at 4786 N. Milwaukee Avenue, Chicago, Illinois 60630 and our telephone number is (773) 283-4100. We are subject to comprehensive regulation and examination by the Illinois Department of

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Financial & Professional Regulation (“IDFPR”) and the Federal Deposit Insurance Corporation (“FDIC”). Our website address is www.hoyne.bank. Information on our website is not and should not be considered a part of this prospectus.

Conversion of Hoyne Savings, MHC

Pursuant to the terms of Hoyne Savings, MHC’s plan of conversion, Hoyne Savings, MHC will convert from the mutual holding company to the stock holding company corporate structure. Upon the completion of the conversion, Hoyne Savings, MHC, and Hoyne Financial Corporation will cease to exist, and Hoyne Savings Bank will be a wholly owned subsidiary of Hoyne Bancorp, Inc. At present, all depositors and certain borrowers as of a specified eligibility date have voting rights in Hoyne Savings, MHC as to all matters requiring member approval. Upon completion of the conversion, depositors and those certain borrowers as of a specified eligibility date of Hoyne Savings Bank will cease to have any voting rights in Hoyne Savings, MHC and all voting rights in Hoyne Savings, MHC will be vested in Hoyne Bancorp, Inc. as the sole stockholder of Hoyne Savings Bank. The stockholders of Hoyne Bancorp, Inc. will possess exclusive voting rights and rights to Hoyne Bancorp, Inc. stock.

The following diagram shows our current organizational structure.

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After the conversion and offering are completed, we will be organized as a public stock holding company and the stock of Hoyne Bancorp, Inc. will be held as follows:

Our Business and Franchise

For 138 years, we have served Cook County, Illinois and the surrounding communities. We have established deep ties to the community and developed customer relationships which have spanned generations. We pride ourselves in matching our products and services to the needs of the community. As a mutual institution, Hoyne Savings Bank completed two mutual to mutual mergers with Loomis Federal Savings and Loan Association in 2020, adding $64 million in assets, and Prospect Federal Savings Bank in 2017, adding $235 million in assets.

Hoyne Savings Bank’s principal business consists of originating commercial real estate loans (including commercial construction), commercial and industrial loans, one to four residential properties, and to a lesser extent home equity loans and lines of credit and other consumer loans in the market areas surrounding our branch footprint. We also established a loan production office in Oak Park, Illinois in 2023. We attract retail deposits from the general public as well as deposits from commercial customers in the areas surrounding our main office and branches, offering a wide variety of deposit products and services. We also invest in securities. Our revenues are derived primarily from interest on loans and investment securities. Our primary sources of funds are deposits, and principal and interest payments on loans and investment securities.

Our Competitive Strengths

Well-positioned in our market. Our six full-service banking facilities are located throughout Cook County, Illinois, which is situated along the shore of Lake Michigan with a loan production office in Oak Park, and we serve customers in the broader Chicago-Naperville-Elgin, IL-IN-WI Metropolitan Statistical Area (the “Chicago MSA”).

Our 138-year history operating in this market has provided us with a familiarity of our local communities and customer base. We give back to our community through contributions to various local organizations and events and through investments in financial literacy at our local schools. We have a diverse staff, many of whom are bilingual, trained to focus on customer service. They utilize our technology infrastructure to provide our customers with the financial products best suited to their needs. In recent years, the market has seen a significant amount of consolidation among its banking institutions, resulting in opportunities to pursue customer relationships that may have been disrupted as a result of this consolidation.

We have an experienced management team supported by a committed workforce. The Chief Executive Officer of Hoyne Savings Bank, Walter F. Healy, has 37 years of banking experience. Early in his career, Mr. Healy worked for several Chicago commercial banks. In 1996, working with a group of investors,

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Mr. Healy started a de novo bank in the western suburbs of Chicago. He served as President and Chief Executive Officer through the time of that bank’s successful merger into a larger Chicago bank in 2019. Mr. Healy’s hiring in 2022 and promotion to Chief Executive Officer in 2024 was part of our long-term succession plan, ensuring key members of the management team are in place to execute the strategic plan. Other senior management include Thomas S. Manfre, who has over 30 years’ experience in commercial banking. Mr. Manfre was hired as Senior Vice President and Chief Risk Officer in 2022 and became Executive Vice President and Chief Financial Officer in 2023. Each of our executive officers ensures that our mission and vision are clearly communicated to our frontline staff.

We have an established corporate culture based on personal accountability, ethical standards and a commitment to training and career development. We will continue to opportunistically hire talented bankers and employees with an emphasis on recruiting and retaining highly motivated managers and employees who are capable of establishing and maintaining long-term customer relationships that are key to our business, brand and culture.

We have invested in technological innovation. Over the last several years, we have expanded our consumer and commercial digital platforms to include web-based and mobile application-based online banking. Both include electronic bill payment, while the mobile app allows consumers to make deposits using their smart devices and commercial customers to make deposits using remote deposit capture. We believe the technological investments that we have made allow us to effectively retain existing customers and attract new commercial customers.

Optimization of our branch network. We have taken action to optimize our branch network as the market has grown and banking habits have changed. Our offices at 63rd Street and Narragansett, and 68th and Pulsaki Road were closed in 2025 and 2024, respectively, and consolidated into a new location at 6257 S. Austin Avenue in Chicago. We previously closed a small branch in Woodstock in 2022. The drive-up terminals at each location have been upgraded and enhanced to satisfy the customers’ demand for ease of access. Our Interactive Teller Machines accept check and cash deposits for 24/7 access. We also utilize technology to virtually enhance our footprint. Hoyne Savings Bank offers an online banking suite, along with mobile applications, which allow us to meet the customers’ needs wherever they are, and at a time that is most convenient to them.

Business Strategy

Our goal is to position Hoyne Bancorp, Inc. to prosper in an evolving financial services landscape and become a leading community banking institution in our local market. We intend to continue to provide a broad array of banking services while growing our presence in our market and expanding our franchise. In recent years, we have focused on, and invested in, increasing a variety of banking products tied to a more traditional commercial bank and our technology and infrastructure to improve our delivery channels and create competitive products and services, a strong workforce, and an enhanced awareness of our banking brand in our market area. As a result, we believe we are well positioned to capitalize on the opportunities available in our market by focusing on the following core strategies:

Grow our commercial real estate (including commercial construction) and commercial and industrial loan portfolio while continuing the origination of one to four residential mortgages. As of March 31, 2025, 50.8% of our loan portfolio were one to four residential and home equity loans and 45.8% were commercial real estate (including commercial construction) and commercial and industrial loans. We believe increasing our commercial loan portfolio, which includes commercial real estate, commercial construction and commercial and industrial loans, offers an opportunity to enhance our profitability and our growth prospects. We will continue our practice of originating one to four residential mortgage loans when market conditions are favorable to do so.

Leverage technology to enhance customer experience and drive operating efficiencies. We continually make upgrades to our online and mobile banking suites. Management has been streamlining internal processes and will look to increase operating efficiencies through automation whenever possible. We will continue to invest in convenience technologies and employee training to enhance our customer experience and keep pace with consumer demands.

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Continued emphasis on prudent credit risk management. We are pursuing portfolio growth and diversification because we believe that and strong asset quality are keys to long-term financial success. Our strategy for credit risk management focuses on an experienced team of credit professionals, well-defined credit policies and procedures, appropriate loan underwriting criteria and active credit monitoring. As of March 31, 2025, our non-performing assets, which includes non-accrual loans and loans that are greater than 90 days past due, to total assets ratio was 0.2%.

Grow our franchise organically and through acquisitions. We expect to embark on a strategy of opportunistic growth following the conversion and offering. We seek to expand our market share in existing and contiguous markets by leveraging our long-standing ties to the community and delivering high-quality solutions. We believe we have an opportunity to grow organically by promoting our enhanced products and services and building our customer relationships as part of our relationship expansion strategy. The additional capital raised in the offering may also be used to finance mergers with, and acquisitions of, other financial institutions, asset portfolios and branch offices when and if attractive opportunities arise although we do not currently have any plans, understandings or agreements regarding any specific transactions.

Recruiting and retaining top talent. Recruiting and retaining talented individuals to implement our business strategy will be critical to our success. While we believe we have assembled a strong management team, we will continue to assess our personnel needs and expect to add new lenders, credit analysts and treasury management personnel in order to facilitate our planned growth and to complement the existing management team. Critical to our efforts to attract and retain talent is our mutual-to-stock conversion and the adoption and implementation of employee stock benefit plans, consistent with banking regulations and subject to stockholder approval, after the conversion.

Reasons for the Conversion and Stock Offering

Our primary reasons for the conversion and the stock offering are to:

•

Enhance our capital base to support growth. We intend to grow our commercial real estate (including commercial construction) and commercial and industrial loan portfolio while continuing the origination of one to four residential mortgages. While we currently exceed all regulatory capital requirements, the offering proceeds will strengthen our capital position and support our planned growth since 50.0% of the net proceeds of the conversion will be downstreamed to Hoyne Savings Bank. We believe this increased capacity will improve our competitive position relative to the many banks and credit unions operating in our market area.

•

Enhance our ability to manage risk. We believe the conversion will reduce borrower exposure and provide increased flexibility to absorb credit quality related losses and support expanded commercial lending through our enhanced equity position and increased loans-to-one borrower limitations. We will also have increased flexibility to redeploy liquidity when interest rates rise.

•

Offer our employees and directors an equity ownership interest in Hoyne Bancorp, Inc. We believe that the conversion and offering will enable us to attract and retain directors, management and employees through various stock-based benefit plans, including an employee stock ownership plan and one or more equity incentive plans.

•

Facilitate future mergers and acquisitions, if available, on a prudent basis. Although we do not currently have any plans, understandings or agreements regarding any specific transactions, the additional capital raised in the offering may be used to finance mergers with, and acquisitions of, other financial institutions, asset portfolios and branch offices when and if attractive opportunities arise.

•

Offer our members the ability to take an equity ownership interest. The offering will allow us to offer our members the ability to acquire our common stock, and thus have an equity interest in our future.

Terms of the Offering

We are offering between 5,100,000 and 6,900,000 shares of Hoyne Bancorp, Inc.’s common stock in a subscription offering to eligible depositors, and certain borrowers as of a specified eligibility date, of Hoyne

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Savings Bank and to our tax-qualified employee benefit plans, and, to the extent shares remain available, to the general public in a community offering. If necessary, we will also offer shares to the general public in a syndicated community offering. The number of shares of common stock to be sold may be increased to up to a total of 7,935,000 shares as a result of demand for the shares of common stock in the offering or changes in market conditions. Unless the number of shares of common stock to be offered is increased to more than 7,935,000 shares or decreased to fewer than 5,100,000 shares, or the subscription and community offerings are extended beyond , 2025, subscribers will not have the opportunity to change or cancel their stock orders once submitted. If the subscription and community offerings are extended past , 2025, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, your order will be canceled, and we will promptly return your funds with interest at 0.05% per annum or cancel your deposit account withdrawal authorization. If the number of shares to be sold is increased to more than 7,935,000 shares or decreased to less than 5,100,000 shares, all subscribers’ stock orders will be canceled, all withdrawal authorizations will be canceled and funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest at the same rate. We will then resolicit subscribers, giving them an opportunity to place new orders for a period of time. No shares purchased in the subscription offering and community offering will be issued until the completion of any syndicated community offering.

The purchase price of each share of common stock offered for sale in the offering is $10.00. All investors will pay the same purchase price per share, regardless of whether the shares are purchased in the subscription offering, the community offering or the syndicated community offering. Investors will not be charged a commission to purchase shares of common stock in the offering. Keefe, Bruyette & Woods, Inc., our marketing agent in the subscription and community offerings, will use its best efforts to assist us in selling shares of our common stock in the subscription and community offerings but is not obligated to purchase any shares of common stock in the subscription and community offerings.

How We Determined the Offering Range and the $10.00 Per Share Offering Price

The amount of common stock we are offering for sale is based on an independent appraisal of the estimated market value of Hoyne Bancorp, Inc., assuming the offering has been completed and the charitable foundation has been established and the contributions of shares of common stock and cash to it have been made. RP Financial, LC (“RP Financial”), our independent appraiser, has estimated that, as of May 5, 2025 and assuming we had undertaken the offering, this market value was $61.2 million (inclusive of the shares to be issued to the charitable foundation). Based on applicable regulations, this market value forms the midpoint of a valuation range with a minimum of $52.0 million and a maximum of $70.4 million. Based on this valuation range and the offering price of $10.00 per share, Hoyne Bancorp, Inc. is offering for sale a range of shares of common stock from 5,100,000 shares to 6,900,000 shares. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversion transactions undertaken by financial institutions. If demand for shares or market conditions warrant, the appraisal can be increased by up to 15.0%, which would result in an appraised value of $81.0 million, and we may sell up to 7,935,000 shares of common stock.

The appraisal is based in part on Hoyne Savings, MHC’s financial condition and results of operations, the pro forma effect of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of 10 publicly traded savings institutions or their holding companies that RP Financial considers comparable to Hoyne Bancorp, Inc. The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market.

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Company Name

Ticker Symbol

Headquarters

Total Assets at
March 31, 2025

(Dollars in millions)

Affinity Bancshares, Inc.

AFBI

Covington, GA

912

BV Financial, Inc.

BVFL

Baltimore, MD

922

Catalyst Bancorp, Inc.

CLST

Opelousas, LA

272

Central Plains Bancshares, Inc.

CPBI

Grand Island, NE

484(1)

Home Federal Bancorp, Inc. of Louisiana

HFBL

Shreveport, LA

620

IF Bancorp, Inc.

IROQ

Watseka, IL

879

Magyar Bancorp, Inc.

MGYR

New Brunswick, NJ

1,022

PB Bankshares, Inc.

PBBK

Coatesville, PA

467

SR Bancorp, Inc.

SRBK

Bound Brook, NJ

1,074

Texas Community Bancshares, Inc.

TCBS

Mineola, TX

442

(1)

As of December 31, 2024.

The following table presents a summary of selected pricing ratios for Hoyne Bancorp, Inc. (on a pro forma basis) at and for the twelve months ended March 31, 2025, and for the peer group companies based on earnings and other information at and for the twelve months ended March 31, 2025, with stock prices at May 5, 2025, as reflected in the appraisal report. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 45.3% on a price-to-book value basis and a discount of 47.7% on a price-to-tangible book value basis. Our board of directors, in reviewing and approving the appraisal, considered the range of price-to-book value and price-to-tangible book value ratios at the different amounts of shares to be sold in the offering. The estimated appraised value and the resulting discounts took into consideration the potential financial effect of the offering.

	Price-to- earnings multiple(1)		Price-to-book value ratio		Price-to- tangible book value ratio
Hoyne Bancorp, Inc. (on a pro forma basis, assuming completion of the offering)
Adjusted Maximum	*			51.89%		51.98%
Maximum	*			47.89%		47.98%
Midpoint	*			43.99%		44.09%
Minimum	*			39.64%		39.71%
Valuation of peer group companies, all of which are fully converted (on a historical basis)
Averages		18.77x		80.40%		84.37%
Medians		19.59x		81.13%		81.59%

Not meaningful. The price-to-earnings multiple values are not material as the result of Hoyne Bancorp, Inc.’s pro forma loss per share at each point in the valuation range and resulting negative price-to-earnings multiples. A negative price-to-earnings multiple is not meaningful for comparative valuation purposes, as it calculates to a negative pro forma market capitalization.

(1)

Price-to-earnings multiples calculated by RP Financial in the independent appraisal are based on an estimate of “core” or recurring earnings for the twelve months ended March 31, 2025. These ratios are different than those presented in “Pro Forma Data” which are for the three months ended March 31, 2025.

The pro forma calculations for Hoyne Bancorp, Inc. are based on the following assumptions:

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•

A number of shares equal to 8.0% of the shares sold in the offering (including shares contributed to the charitable foundation) are purchased by the employee stock ownership plan, with the expense to be amortized over 25 years;

•

A number of shares equal to 4.0% of the shares sold in the offering (including shares contributed to the charitable foundation) are purchased by a stock-based benefit plan, with the expense to be amortized over five years; and

•

A number of options equal to 10.0% of the shares sold in the offering (including shares contributed to the charitable foundation) are granted under a stock-based benefit plan, with option expense of $4.96 per option amortized over five years.

The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the offering the shares of our common stock will trade at or above the $10.00 per share price. Furthermore, RP Financial used the pricing ratios presented in the appraisal to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion and Offering — Stock Pricing and Number of Shares to Be Issued.”

How We Intend to Use the Proceeds from the Offering

We intend to invest at least 50% of the net proceeds from the offering in Hoyne Savings Bank, to fund the loan to our employee stock ownership plan, to finance its purchase of shares of common stock in the offering, and retain the remainder of the net proceeds at Hoyne Bancorp, Inc.

Assuming we sell 6,000,000 shares of common stock in the offering at the midpoint of the offering range, resulting in estimated net proceeds of $57.5 million, we intend to invest $28.8 million in Hoyne Savings Bank, lend $4.9 million to our employee stock ownership plan to fund its purchase of shares of common stock (which may include, subject to market conditions, open market purchases after the completion of the conversion and offering if the employee stock ownership plan is unable to purchase its shares in the subscription offering due to an oversubscription by our Eligible Account Holders), and retain $23.6 million of the net proceeds at Hoyne Bancorp, Inc. Hoyne Bancorp, Inc. will also be contributing $250,000 in cash and 2.0% of shares of common stock to the charitable foundation. Assuming we sell 7,935,000 shares of common stock in the offering at the adjusted maximum of the offering range, resulting in estimated net proceeds of $76.6 million, we intend to invest $38.3 million in Hoyne Savings Bank, lend $6.5 million to our employee stock ownership plan to fund its purchase of shares of common stock, and retain $31.6 million of the net proceeds at Hoyne Bancorp, Inc.

Hoyne Bancorp, Inc. may use the funds it retains for investment, for capital management strategies, including the repurchase of shares of common stock, to acquire other financial institutions or financial services companies, to pay cash dividends and for other general corporate purposes. Hoyne Savings Bank may use the proceeds it receives to support increased lending and investment or to acquire other financial institutions or financial services companies. We do not currently have any agreement or understanding regarding any acquisition transaction.

See “How We Intend to Use the Proceeds from the Offering” for more information on the proposed use of the proceeds from the offering.

Persons Who May Subscribe to Purchase Shares of Common Stock in the Offering

We are offering the shares of common stock in a subscription offering in the following descending order of priority:

PRIORITY 1:

ELIGIBLE ACCOUNT HOLDERS (Hoyne Savings Bank depositors with aggregate account balances of at least $50.00 at the close of business on March 31, 2024);

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	PRIORITY 2:			OUR TAX QUALIFIED EMPLOYEE BENEFIT PLANS (Including our employee stock ownership plan. We expect our employee stock ownership plan to purchase 8.0% of the common stock in the offering including shares contributed to the charitable foundation.);
	PRIORITY 3:			SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (Hoyne Savings Bank depositors with aggregate account balances of at least $50.00 at the close of business on , 2025); and
	PRIORITY 4:			OTHER MEMBERS (Hoyne Savings Bank depositors at the close of business on , 2025, and certain borrowers of Hoyne Savings Bank as of October 16, 2020 whose borrowings remained outstanding at the close of business on , 2025).

Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given first to natural persons (including trusts of natural persons) residing in Cook County, Illinois. The community offering may begin concurrently with, during or promptly after the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering and the community offering through a syndicated community offering. Keefe, Bruyette & Woods, Inc. will act as sole manager for the syndicated community offering. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering, and our interpretation of the terms and conditions of the plan of conversion will be final. Any determination to accept or reject stock orders in the community offering or syndicated community offering will be based on the facts and circumstances then available to us.

If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. See “The Conversion and Offering” for a detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures.

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25 shares.

If any of the following persons purchase shares of common stock, their purchases, in all categories of the offering, when combined with your purchases either individually or through a single qualifying account held jointly, cannot exceed 30,000 shares ($300,000) of common stock:

•

most companies, trusts or other entities in which you are a senior officer, partner, trustee or have a substantial beneficial interest; or

•

your spouse or any relative of you or your spouse living in your house or who is a director or officer of Hoyne Bancorp, Inc. or Hoyne Savings Bank; or

•

other persons who may be your associates or persons acting in concert with you.

Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to the overall purchase limitation of 30,000 shares ($300,000).

Subject to regulatory approval, we may increase or decrease the purchase limitations at any time. See “The Conversion and Offering — Additional Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription Offering and the Community Offering

In the subscription offering and community offering, you may pay for your shares by:

(i)

personal check, bank check or money order made payable to Hoyne Bancorp, Inc.; or

(ii)

authorizing us to withdraw available funds from the types of deposit account(s) at Hoyne Savings Bank listed on the stock order form.

Hoyne Savings Bank is prohibited from lending funds to anyone to purchase shares of common stock in the offering. Additionally, you may not use a line of credit check from Hoyne Savings Bank or any type

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of third-party check (such as a check payable to you and endorsed over to Hoyne Bancorp, Inc.) to pay for shares of common stock. No wire transfer will be accepted without our prior approval. On the stock order form, you may not designate withdrawal from Hoyne Savings Bank accounts with check-writing privileges; instead, please submit a check. If you request that we directly withdraw the funds from an account with check-writing privileges, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from the designated account. You may not authorize direct withdrawal from an individual retirement account (“IRA”) at Hoyne Savings Bank. See “— Using IRA Funds to Purchase Shares of Common Stock.”

You may subscribe for shares of common stock in the subscription and community offerings by delivering a signed and completed original stock order form, together with full payment payable to Hoyne Bancorp, Inc. or authorization to withdraw funds from one or more of your deposit account(s) at Hoyne Savings Bank, provided that we receive your stock order form before 1:00 p.m., Central Time, on , 2025, which is the end of the subscription offering period. You may submit your stock order form and payment by mail using the stock order reply envelope provided or by paying for overnight delivery to our Stock Information Center. You may also hand-deliver stock order forms to the Hoyne Savings Bank office located at 4786 N. Milwaukee Avenue, Chicago, Illinois 60630, which is open between 9:00 a.m. and 5:00 p.m. Central Time, Monday through Friday and between 9:00 a.m. and 12:00 p.m. Central Time on Saturday. We will accept hand-delivered stock order forms only at this location. We will not accept stock order forms at any other office. Do not mail stock order forms to any of Hoyne Savings Bank’s offices.

See “The Conversion and Offering — Procedure for Purchasing Shares in the Subscription and Community Offerings — Payment for Shares” for a complete description of how to purchase shares in the subscription and community offerings.

Using IRA Funds to Purchase Shares of Common Stock

You may be able to subscribe for shares of common stock using funds in your IRA. If you wish to use some or all of the funds in an IRA at Hoyne Savings Bank, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. A one-time and/or annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the , 2025 offering deadline, for assistance with purchases using your IRA or other retirement account you may have at Hoyne Savings Bank or elsewhere. Whether you may use such funds to purchase shares in the offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

See “The Conversion and Offering — Procedure for Purchasing Shares in the Subscription and Community Offerings — Payment for Shares” and “— Using Individual Retirement Account Funds.”

Market for Common Stock

We have applied to list our common stock on the Nasdaq Capital Market under the symbol “HYNE.” Keefe, Bruyette & Woods, Inc. has advised us that it intends to make a market in our common stock following the offering but is not obligated to do so.

Our Dividend Policy

No decision has been made with respect to the amount, if any, and timing of any dividend payments on our common stock following the completion of the conversion and stock offering. The amount of dividends to be paid, if any, will be subject to our financial condition and results of operations, tax considerations, capital requirements and available alternative uses for capital, statutory and regulatory limitations, and general economic conditions. We cannot assure you that we will pay dividends in the future, or, if we pay dividends, that any such dividends will not be reduced or eliminated in the future. For information regarding our proposed dividend policy, see “Our Dividend Policy.”

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Stock Purchases by Directors and Executive Officers

We expect our directors and executive officers, together with their associates, to subscribe for 230,000 shares of common stock in the offering, representing 4.5% of shares to be outstanding at the minimum of the offering range. They will pay the same $10.00 per share price that will be paid by all other persons who purchase shares of common stock in the offering. See “Proposed Management Purchases.”

Deadline for Orders of Shares of Common Stock in the Subscription and Community Offerings

The deadline for ordering shares of common stock in the subscription and community offerings is 1:00 p.m., Central Time, on , 2025, unless we extend this deadline. If you wish to order shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.

Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 1:00 p.m., Central Time, on , 2025, whether or not we have been able to locate each person entitled to subscription rights.

See “The Conversion and Offering — Procedure for Purchasing Shares in the Subscription and Community Offerings — Expiration Date” for a complete description of the deadline for ordering shares in the offering.

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you must certify that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares that you are purchasing. We intend to take legal action, including reporting persons to federal or state agencies, against anyone who we believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. On the stock order form, you cannot add the names of other individuals for joint stock registration unless they also have subscription rights and qualify in the same subscription offering priority as you. Doing so may jeopardize your subscription rights. In addition, the stock order form requires that you list all accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation if there is an oversubscription.

Delivery of Shares of Common Stock

All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the offering. We expect trading in the stock to begin on the day of completion of the conversion and offering or the next business day. The conversion and offering is expected to be completed as soon as practicable following satisfaction of the conditions described below in “— Conditions to Completion of the Conversion.” Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Conditions to Completion of the Conversion

We cannot complete the conversion and offering unless:

•

The plan of conversion is approved by the required votes of the members of Hoyne Savings, MHC at a special meeting of members to be held on September , 2025;

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•

We receive orders for at least the minimum number of shares of common stock offered in the offering; and

•

We receive final regulatory approval from the Federal Reserve Board and the IDFPR to complete the conversion and offering and the acquisition of Hoyne Savings Bank by Hoyne Bancorp, Inc.

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 5,100,000 shares of common stock, we may take several steps in order to sell the minimum number of shares of common stock in the offering range. Specifically, we may:

(i)

increase the purchase limitations; and/or

(ii)

seek regulatory approval to extend the offering beyond , 2025, so long as we resolicit subscribers who previously submitted subscriptions in the offering.

If we extend the offering past , 2025, all subscribers will be notified and given an opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will cancel your stock order and promptly return your funds with interest at 0.05% per annum for funds received in the subscription and community offerings or cancel your deposit account withdrawal authorization. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount and checked the box on the stock order form will be given the opportunity to increase their subscriptions up to the then-applicable limit.

Possible Change in the Offering Range

RP Financial will update its appraisal before we complete the offering. If, as a result of demand for the shares or changes in market conditions, RP Financial determines that our pro forma market value has increased, we may sell up to 7,935,000 shares in the offering without further notice to you. If, however, the updated appraisal indicates our pro forma market value is either below $52.0 million or above $81.0 million, then, after consulting with the Federal Reserve Board, we may:

•

terminate the offering and promptly return all funds (with interest paid on funds received in the subscription and community offerings);

•

set a new offering range; or

•

take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission.

If we set a new offering range, we will promptly return funds, with interest at 0.05% per annum for funds received for purchases in the subscription and community offerings, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. We will then resolicit subscribers, allowing them to place a new stock order for a period of time.

Possible Termination of the Offering

We may terminate the offering at any time with regulatory approval. If we terminate the offering, we will promptly return your funds with interest at 0.05% per annum, and we will cancel deposit account withdrawal authorizations.

Benefits to Management and Potential Dilution to Stockholders Resulting from the Offering

We expect our employee stock ownership plan, which is a tax-qualified retirement plan for the benefit of all employees of Hoyne Savings Bank, to purchase up to 8.0% of the shares of common stock we sell in the offering (including shares contributed to the charitable foundation). If market conditions warrant, in the judgment of its trustees, the employee stock ownership plan’s subscription order may not be filled in the subscription offering and the employee stock ownership plan may elect to purchase shares in the open market following the completion of the offering, subject to the approval of the Federal Reserve Board.

We intend to implement one or more new stock-based benefit plans no earlier than six months after completion of the offering. Stockholder approval of these plans would be required. We have not determined

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whether we will adopt the plans within twelve months following the completion of the offering or more than twelve months following the completion of the offering. If we implement stock-based benefit plans within twelve months following the completion of the offering, the stock-based benefit plans would reserve a number of shares (i) up to 4.0% of the shares of common stock sold in the offering (including shares contributed to the charitable foundation), for awards of restricted stock to key employees and directors, at no cost to the recipients, and (ii) up to 10.0% of the shares of common stock sold in the offering (including shares contributed to the charitable foundation) for issuance pursuant to the exercise of stock options by key employees and directors. These percentage limitations are required by the Federal Reserve Board regulations. If the stock-based benefit plans are adopted more than twelve months after the completion of the offering, they would not be subject to the percentage limitations set forth above.

The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are available under one or more stock-based benefit plans if such plans reserve for restricted stock awards and stock options, respectively, a number of shares of common stock equal to 4.0% and 10.0% of the shares sold in the offering. The table shows the dilution to stockholders if all such shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all qualifying employees.

	Number of Shares to Be Granted or Purchased
					As a Percentage of Common Stock to Be Sold in the Offering and Contributed to the Charitable Foundation		As a Percentage of Common Stock to Be Outstanding		Dilution Resulting from Issuance of Shares for Stock-Based Benefit Plans		Value of Grants (Dollars in thousands)(1)
	At Minimum of Offering Range		At Adjusted Maximum of Offering Range				As a Percentage of Common Stock to Be Outstanding				At Minimum of Offering Range			At Adjusted Maximum of Offering Range
Employee stock ownership plan		416,327		647,755		8.00%		8.00%		0.00%		$	4,163		$	6,478
Restricted stock awards		208,163		323,878		4.00%		4.00%		3.85%			2,082			3,239
Options granted under stock-based benefit plans		520,408		809,694		10.00%		10.00%		9.09%			2,581			4,016
Total		1,144,898		1,781,327		22.00%		22.00%		12.28%		$	8,826		$	13,733

(1)

The actual value of restricted stock awards will be determined based on their fair value at the date of grant. For purposes of this table, the fair value for awards is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $4.96 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; an expected option term of 10 years; no dividend yield; a risk-free rate of return of 4.23%; and expected volatility of 29.41%. The actual value of option grants will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted.

Tax Consequences

Hoyne Bancorp, Inc. and Hoyne Savings Bank have received an opinion of counsel, Vedder Price P.C., regarding the material federal and Illinois income tax consequences of the conversion and offering. As a general matter, the conversion and offering will not be a taxable transaction for purposes of federal or state income taxes to Hoyne Bancorp, Inc., Hoyne Savings Bank or persons eligible to subscribe for shares of stock in the subscription offering.

Emerging Growth Company Status

We qualify as an “emerging growth company” under the JOBS Act of 2012. For as long as we so qualify, we exempt ourselves from various reporting requirements applicable to other public companies but

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not to emerging growth companies. See “Risk Factors — Risks Related to the Offering — We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors” and “Supervision and Regulation — Emerging Growth Company Status.”

We intend to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

Risk Factors

An investment in Hoyne Bancorp, Inc.’s common stock is subject to risk, including risks related to our business and this offering.

Specific risks related to our business include, but are not limited to, growing our commercial real estate (including commercial construction) and commercial and industrial lending portfolio; our allowance for credit losses; the diversity and concentration of our loan portfolio; our prospects for profitability in the near term; economic conditions in our market areas; our business strategy to grow our commercial business and operations; our dependence on our management team; our possible growth through mergers and acquisitions; our liquidity management; competition within our market area; reputation risk; our dependence on information technology and telecommunications systems and third-party service providers; cybersecurity risks; our ability to keep pace with technological changes; acts of terrorism or other external events; changes in and compliance with laws and regulations; changes in accounting rules and best practices; changes in interest rates; changes in credit markets; inflation; noncompliance with anti-money laundering requirements; costs associated with public company reporting requirements; changes in management’s material estimates and assumptions; and environmental liability risk associated with the properties we own.

Specific risks related to this offering include, but are not limited to, those related to the future trading price for and market of the common stock of Hoyne Bancorp, Inc.; the broad discretion we have over the use of the net offering proceeds; the intended new stock-based benefit plans; the return on equity after the completion of the offering; anti-takeover and choice of forum factors; the potential lack of dividends on our common stock; the potential for delay in an investor’s ability to sell shares of common stock immediately following the offering; the irrevocability of your investment decision; our status as an emerging growth company; the distribution of subscription rights; and our contributions to the newly formed charitable foundation.

Before making an investment decision, you should read this entire document carefully, including the section entitled “Risk Factors” that follows and that discusses the above risks in further detail.

How You Can Obtain Additional Information — Stock Information Center

Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion and offering, call our Stock Information Center at . The Stock Information Center is open Monday through Friday between 9:00 a.m. and 3:00 p.m., Central time. The Stock Information Center will be closed on bank holidays.

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RISK FACTORS

You should consider carefully the following risk factors, in addition to all other information in this prospectus, in evaluating an investment in our common stock.

Risks Related to Our Business

Risks Related to Our Lending Activities

We intend to increase the origination of our commercial loan portfolio which could expose us to increased lending risks and related loan losses.

As of March 31, 2025, $115.4 million, or 45.8%, of our total loan portfolio consisted of commercial real estate (including commercial construction) and commercial and industrial loans. Our current business strategy is to increase our originations of commercial real estate (including commercial construction) and commercial and industrial loans in our market area in accordance with our underwriting guidelines.

Commercial real estate (including commercial construction) and commercial and industrial loans generally expose a lender to greater risk of non-payment and loss than one to four residential mortgage loans because repayment of the loans often depends on the successful operation of the business, properties and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one to four residential mortgage loans. Loans that are collateralized by commercial real estate (including commercial construction) and commercial and industrial properties may become troubled and the value of the real estate may be significantly impaired, in which case we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.

If our allowance for credit loan losses is not sufficient to cover actual loan losses, our results of operations would be negatively affected.

In determining the amount of the allowance for credit losses, we analyze, among other things, our loss and delinquency experience by portfolio segments and we consider the effect of existing economic conditions. In addition, we make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. If the actual results are different from our estimates, or our analyses are inaccurate, our allowance for credit losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance and would decrease our net income. Our emphasis on loan growth and on increasing our commercial real estate (including commercial construction) and commercial and industrial loan portfolio, as well as any future credit deterioration, will require us to increase our allowance further in the future. As of March 31, 2025, our allowance for credit losses was 0.9% of total loans and 256.0% of non-performing loans.

In addition, federal banking regulators periodically review our allowance for credit losses and could require us to increase our provision for loan losses. Any increase in our allowance for credit losses or loan charge-offs resulting from these regulatory reviews may have a material adverse effect on our results of operations and financial condition.

Effective January 1, 2023, the Current Expected Credit Loss accounting standard referred to as “CECL” throughout this Prospectus, became effective for Hoyne Savings Bank. CECL requires financial institutions to determine periodic estimates of lifetime expected credit losses on loans and recognize the expected credit losses as allowances for credit losses. CECL required us to change the prior method of providing allowances for loan losses that are incurred or probable, which requires us to increase the type of data we need to collect and review to determine the appropriate level of the allowance for credit losses. The adoption of CECL resulted in a $768,000 increase in the level of the allowance for credit losses as of March 31, 2023.

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The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in our local market area.

While there is not a single employer or industry in our market area on which a significant number of our customers are dependent, a substantial portion of our loan portfolio is comprised of loans secured by businesses, inventory and commercial real estate property located in the county of Cook and contiguous counties in Illinois. This makes us vulnerable to a downturn in the local economy and real estate markets. Adverse conditions in the local economy such as unemployment, recession, a catastrophic event or other factors beyond our control could impact the ability of our borrowers to repay their loans, which could impact our net interest income. Decreases in local real estate values caused by economic conditions, recent changes in tax laws or other events could adversely affect the value of the property used as collateral for our loans, which could cause us to realize a loss in the event of a foreclosure. Further, deterioration in local economic conditions could drive the level of loan losses beyond the level we have provided for in our allowance for credit losses, which in turn could necessitate an increase in our provision for loan losses and a resulting reduction to our earnings and capital.

The level of our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.

The FDIC and the other bank regulatory agencies have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that, like us, is involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have concentration in commercial real estate lending if, among other factors, (i) total reported loans for construction, land acquisition and development, and other land loans represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and nonfarm residential properties, loans for construction, land acquisition and development and other land loans, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. Based on these factors, we have concluded that we do not currently have a concentration in multi-family and commercial real estate lending, as such loans represent 83.4% of total capital as of March 31, 2025 but based on our business plan, we could have such a concentration risk in the future. The particular focus of the guidance is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or in an abundance of caution). The purpose of the guidance is to guide banks in developing risk management practices and determining capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. While we believe we have implemented policies and procedures with respect to our commercial real estate loan portfolio consistent with this guidance, bank regulators could require us to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us or that may result in the curtailment of our commercial real estate and multi-family lending that would adversely affect our loan originations and profitability.

Our business may be adversely affected by credit risk associated with residential property.

As of March 31, 2025, $128.0 million, or 50.8%, of our total loan portfolio. was secured by one to four residential real estate and home equity loans. One to four residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. A decline in residential real estate values as a result of a downturn in the Chicago MSA housing market could reduce the value of the real estate collateral securing these types of loans. As a result, we have increased risk that we could incur losses if borrowers default on their loans because we may be unable to recover all or part of the defaulted loans by selling the real estate collateral. In addition, if borrowers sell their homes, they may be unable to repay their loans in full from the sale proceeds.

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A deterioration in economic conditions in our markets could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which could have an adverse effect on our results of operations.

Prolonged deteriorating economic conditions could significantly affect the markets in which we do business, the value of our loans and investment securities, and our ongoing operations, costs and profitability. Further, declines in real estate values and sales volumes and elevated unemployment levels may result in higher loan delinquencies, increases in our non-performing and classified assets and a decline in demand for our products and services. These events may cause us to incur losses and may adversely affect our financial condition and results of operations. Reduction in problem assets can be slow, and the process can be exacerbated by the condition of the properties securing non-performing loans and the foreclosure process in the Chicago MSA, where the majority of our borrowers reside. To the extent that we must work through the resolution of assets, economic problems may cause us to incur losses and adversely affect our capital, liquidity, and financial condition.

Risks Related to Our Business Strategy

We may not achieve significant profitability from our business strategies and growth plan in the near term.

Our ability to achieve profitability depends upon a number of factors, including, we believe, most importantly our ability to increase our revenues and grow our asset size. In order to grow, we need to successfully implement our business strategy, including increasing our loan originations, while managing expenses. Our ability to achieve profitability will also be affected by competition with other financial institutions, changes to the interest rate environment that may reduce our profit margins or impair our business strategy, our ability to recruit and retain highly qualified and experienced commercial bankers, adverse changes in the securities markets, changes in laws or government regulations, changes in consumer spending, borrowing, or saving, and changes in accounting policies, as well as other risks and uncertainties described in this “Risk Factors” section.

We believe growth of our business operations is essential to our future profitability. We expect to incur expenses related to the implementation of our growth plan, including related hiring initiatives for commercial lenders. In addition, the conversion and offering will have a short-term adverse impact on our operating results, due to additional costs related to becoming a public company, increased compensation expenses associated with our employee stock ownership plan, the establishment of our charitable foundation and the possible implementation of a stock-based benefit plan after the completion of the conversion and offering.

Our business strategy includes commercial real estate (including commercial construction) and commercial and industrial loan growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy primarily focuses on commercial real estate (including commercial construction) and commercial and industrial loan growth, funded by deposits. Achieving such growth may require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, the level of competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available, or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in executing our business strategy.

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We depend on our management team and other key personnel to implement our business strategy and execute successful operations and we could be harmed by the loss of their services or the inability to hire additional personnel.

We depend on the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess substantial expertise, extensive knowledge of our markets and key business relationships, and will be integral in implementing our business strategy. Any one of them could be difficult to replace. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. See “Management.”

We are subject to certain risks if we are able to grow through opportunistic mergers and acquisitions.

It is possible that we may have the opportunity to evaluate acquisitions of banking institutions and other financial services companies within and surrounding our market area. Acquisitions typically involve the payment of a premium over book and trading values and, therefore, may result in the dilution of our tangible book value per share. Our ability to engage in future mergers and acquisitions depends on various factors, including: (1) our ability to identify suitable merger partners and acquisition opportunities; (2) our ability to finance and complete transactions on acceptable terms and at acceptable prices; and (3) our ability to receive the necessary regulatory and, when required, stockholder approvals. Our inability to engage in an acquisition or merger for any of these reasons could have an adverse impact on the implementation of our business strategies.

Furthermore, mergers and acquisitions involve a number of risks and challenges, including (1) our ability to achieve planned synergies and to integrate the branches and operations we acquire, and the internal controls and regulatory functions of the acquired entity into our current operations; (2) the diversion of management’s attention from existing operations, which may adversely affect our ability to successfully conduct our business and negatively impact our financial results; and (3) failure to identify and compete for an acquisition candidate. From a financial perspective, an acquisition could involve significant cash expenditures and/or a material increase in the number of our outstanding shares of common stock, which could materially dilute stockholder value by diluting stockholders’ equity per share and earnings per share. In addition, a portion of the purchase price of an acquisition may likely be allocated to goodwill and other identifiable intangible assets. Under current accounting rules, if goodwill or other identifiable intangible assets become impaired, we would be required to incur a non-cash impairment charge which could have a material adverse effect on our earnings, stockholders’ equity, and stock price. Pursuit of acquisitions may also disrupt our business by diverting management time and resources away from our daily business operations.

Risks Related to Our Business and Industry Generally

We are dependent on our information technology and telecommunications systems and third-party service providers; systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

Our business is dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on us.

Our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We likely will expend additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party service providers or the activities of our customers

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involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation costs and other possible liabilities.

Ineffective liquidity management could adversely affect our financial results and condition.

Effective liquidity management is essential for the operation of our business. We require sufficient liquidity to meet customer loan requests, customer deposit maturities/withdrawals, payments on our debt obligations as they come due and other cash commitments under both normal operating conditions and other unpredictable circumstances causing industry or general financial market stress. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy generally. Factors that could detrimentally impact our access to liquidity sources include a downturn in the geographic markets in which our loans and operations are concentrated or difficult credit markets. Our access to deposits may also be affected by the liquidity needs of our depositors. Although we have historically been able to replace maturing deposits and advances as necessary, we might not be able to replace such funds in the future, especially if a large number of our depositors seek to withdraw their accounts, regardless of the reason. A failure to maintain adequate liquidity could materially and adversely affect our business, results of operations or financial condition.

Strong competition within our market area could hurt our profits and slow growth.

Our profitability depends upon our continued ability to compete successfully in our market area. We face intense competition both in making loans and attracting deposits. We continue to face stiff competition for commercial real estate (including commercial construction), commercial and industrial, and one to four residential loans from other financial service providers, including commercial banks, credit unions and national residential lenders. Our competitors for commercial real estate (including commercial construction), commercial and industrial, and multi-family loans include other community banks and commercial lenders, some of which are larger than us and have greater resources and lending limits than we have and offer services that we do not provide. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net interest income. We expect competition to remain strong in the future.

We are a community institution and our ability to maintain our reputation is critical to the success of our business. The failure to do so may adversely affect our performance.

We are a community institution, and our reputation is one of the most valuable assets of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers or otherwise, our business and operating results may be materially adversely affected.

Security breaches and cybersecurity threats could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information about our customers and employees. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. We, our customers, and other financial institutions with which we interact are subject to ongoing, continuous attempts to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations. While we have established policies and procedures to prevent or limit the impact of cyberattacks, there can be no assurance that such events will not occur or will be adequately addressed if they do. In addition, we also outsource certain cybersecurity functions, such as penetration testing, to third-party service providers, and

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the failure of these service providers to adequately perform such functions could increase our exposure to security breaches and cybersecurity threats. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other malicious code and cyberattacks that could have an impact on information security. Any such breach or attacks could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Although, to our knowledge, we have not experienced any of these events to date, any such unauthorized access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties; disrupt our operations and the services we provide to customers; damage our reputation; and cause a loss of confidence in our products and services, all of which could adversely affect our financial condition and results of operations.

We must keep pace with technological change to remain competitive.

Financial products and services have become increasingly technology-driven. Our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on the ability to keep pace with technological advances and to invest in new technology as it becomes available, as well as related essential personnel. In addition, technology has lowered barriers to entry into the financial services market and made it possible for financial technology companies and other non-bank entities to offer financial products and services traditionally provided by banks. The ability to keep pace with technological change is important, and the failure to do so, due to cost, proficiency or otherwise, could have a material adverse impact on our business and therefore on our financial condition and results of operations.

Because the nature of the financial services business involves a high volume of transactions, we face significant operational risks.

Operational risk is the risk of loss resulting from our operations, including, but not limited to, the risk of fraud by employees or outside persons, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, breaches of our internal control system and compliance requirements, and business continuity and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulations, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. A breakdown in our internal control system, improper operation of our systems or improper employee actions could result in material financial loss to us, the imposition of regulatory action, and damage to our reputation.

Acts of terrorism and other external events could impact our business.

Financial institutions have been, and continue to be, targets of terrorist threats aimed at compromising operating and communication systems. Such events could cause significant damage, impact the stability of our facilities and result in additional expenses, impair the ability of our borrowers to repay their loans, reduce the value of collateral securing repayment of our loans, and result in the loss of revenue. The occurrence of any such event could have a material adverse effect on our business, operations and financial condition. Additionally, financial markets may be adversely affected by the current or anticipated impact of military conflict, including wars in Russia and Ukraine, and the Middle East, terrorism or other geopolitical events.

Regulation of the financial services industry is intense, and we may be adversely affected by changes in laws and regulations.

Hoyne Savings Bank is subject to extensive government regulation, supervision and examination by the IDFPR and FDIC. In addition, Hoyne Bancorp, Inc. will be subject to extensive regulation, supervision and examination by the Federal Reserve Board and the IDFPR. Such regulation, supervision and examination govern the activities in which we may engage and are intended primarily for the protection of the deposit insurance fund and Hoyne Savings Bank’s depositors and not for the protection of stockholders. Federal and state regulatory agencies have the ability to take strong supervisory actions against financial institutions that have experienced increased loan production and losses and other underwriting weaknesses or have

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compliance weaknesses. These actions include the entering into of formal or informal written agreements and cease and desist orders that place certain limitations on their operations. If we were to become subject to a regulatory action, such action could negatively impact our ability to execute our business plan, and result in operational restrictions, as well as our ability to grow, pay dividends, repurchase stock or engage in mergers and acquisitions. See “Supervision and Regulation — State and Federal Banking Regulation — Capital Requirements” for a discussion of regulatory capital requirements.

A tightening of credit markets and liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Liquidity is essential to our business. A tightening of the credit markets and the inability to obtain adequate funding to replace deposits and fund continued loan growth may negatively affect asset growth, our earnings capability and capital levels. We rely on a number of different sources in order to meet our potential liquidity demands. Our primary sources of liquidity are increases in deposit accounts, as well as cash flows from loan payments and our securities portfolio. Borrowings, especially from the Federal Home Loan Bank of Chicago (“FHLB of Chicago”) and the Bankers’ Bank, also provide us with a source of funds to meet liquidity demands. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities or on terms that are acceptable to us could be impaired by factors that affect us specifically, or the financial services industry or the economy in general. Factors that could detrimentally impact our access to liquidity sources include adverse regulatory action against us or a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated. Our ability to borrow also could be impaired by factors that are not specific to us, such as a disruption in the financial markets, negative views and expectations about the prospects for the financial services industry or deterioration in credit markets.

Inflation can have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. In 2022 and 2023, the Federal Reserve Board raised certain benchmark interest rates in an effort to combat inflation. As inflation increases and market interest rates rise, the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

Changes in interest rates could affect our profits and the value of our assets and liabilities.

Net income is the amount by which net interest income and noninterest income exceed noninterest expense, the provision for credit losses and taxes. Net interest income makes up a majority of our net income and is based on the difference between:

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the interest income we earn on interest-earning assets, such as loans and securities; and

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the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Changes in the level of interest rates also may negatively affect the value of our assets and liabilities and ultimately affect our earnings.

We monitor interest rate risk through the use of simulation models, including estimates of the amount by which our net portfolio value (“NPV”), which is the estimated market value of assets minus the market value of liabilities adjusted for off-balance sheet items, would change in the event of a range of assumed changes in market interest rates. As of March 31, 2025, in the event of an immediate and sustained 300 basis point increase in interest rates, we estimate that we would experience a $21.5 million or 17.1% decrease

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in NPV. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Exposure to Changes in Interest Rates.”

We are subject to an extensive body of accounting rules and best practices. Periodic changes to such rules may change the treatment and recognition of critical financial line items and affect our profitability.

The nature of our business makes us sensitive to the large body of accounting rules in the United States. From time to time, the governing bodies that oversee changes to accounting rules and reporting requirements may release new guidance for the preparation of our financial statements. These changes can materially impact how we record and report our financial condition and results of operations. In some instances, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements.

Under CECL, banks are required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement takes place at the time the financial asset is first added to the balance sheet and periodically thereafter. The forward-looking modeling required by CECL relies on a number of macroeconomic variables. Unexpected changes to such indicators between periods could potentially result in greater earnings volatility from period to period. Our reserves may be adjusted in response to not only our actual experience, but also to external factors. If we are required to materially increase the level of the allowance for credit losses for any reason, such increase could adversely affect our business, financial condition and results of operations.

An additional impact of CECL is the asymmetry in accounting between loan-related income, which will continue to be recognized on a periodic basis based on the effective interest method, and the related credit losses, which are recognized up front at origination. This makes periods of loan expansion seem less profitable due to the immediate recognition of expected credit losses. Periods of stable or declining loan levels will look comparatively more profitable as the income trickles in for loans, where losses had been previously recognized.

Noncompliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions and impact our ability to complete transactions that require regulatory approval.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand. Although to date we have not been subject to any fines or other sanctions related to these rules and regulations, there can be no assurance that we will not suffer any penalties or other consequences in the future. See “Supervision and Regulation — State and Federal Banking Regulation — USA Patriot Act.”

The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of this offering, we will become a public reporting company. We expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company; however, the measures we take may not be sufficient to satisfy our obligations as a public company. Any failure to achieve and maintain an

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effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management’s attention from our operations.

Changes in management’s estimates and assumptions may have a material impact on our financial statements and our financial condition or operating results.

In preparing this prospectus, as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including our financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for credit losses and our determinations with respect to amounts owed for income taxes.

We are subject to environmental liability risk associated with lending activities or properties we own.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

Risks Related to the Offering

The future price of our common stock may be less than the $10.00 per share purchase price in the offering.

If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 per share purchase price in the offering. In some cases, shares of common stock issued by newly converted financial institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of Hoyne Bancorp, Inc. and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

The capital we raise in the offering may negatively impact our return on equity until we can fully implement our business plan. This could negatively affect the trading price of our shares of common stock.

Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. Although we anticipate increasing net interest income using proceeds of the offering, our return on equity will be reduced by the capital raised in

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the offering, higher expenses from the costs of being a public company, and added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt. Until we can implement our business plan and increase our net interest income through investment of the proceeds of the offering, we expect our return on equity to remain relatively low compared to our peer group, which may reduce the value of our shares.

We have broad discretion in using the proceeds of the offering. Our failure to effectively deploy the net proceeds of the offering may have an adverse effect on our financial performance and the value of our common stock.

We intend to invest between $48.6 million and $66.4 million, or $76.7 million if the offering is increased by 15.0% of the net proceeds of the offering in Hoyne Savings Bank. We also expect to use a portion of the net proceeds we retain to fund a loan to the employee stock ownership plan for the purchase of shares of common stock in the offering by the employee stock ownership plan. We may use the remaining net proceeds to invest in short-term investments and for general corporate purposes, including, subject to regulatory limitations, the repurchase of shares of common stock and the payment of dividends. Hoyne Savings Bank generally intends to use the net proceeds it receives to fund new commercial real estate (including commercial construction) and commercial and industrial loans, or for other general corporate purposes. With the exception of the loan to the employee stock ownership plan, we have not allocated specific amounts of the net proceeds for any purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and the timing of such applications. Also, certain of these uses, such as any potential acquisition, paying dividends and repurchasing common stock, may require prior regulatory approval. We have not established a timetable for reinvesting the net proceeds, and we cannot predict how long it will take to reinvest the net proceeds. Our failure to utilize these funds effectively and timely would reduce our profitability and may adversely affect the value of our common stock.

As of March 31, 2025, Hoyne Savings, MHC had consolidated equity of $88.8 million. Upon completion of the conversion, Hoyne Bancorp, Inc., on a consolidated basis, will have stockholders’ equity of between $131.3 million and $156.0 million at the minimum and adjusted maximum of the offering range, respectively. For additional information see “How We Intend to Use the Proceeds from the Offering.”

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

Hoyne Bancorp, Inc. is a newly formed company and has not previously issued shares of its capital stock, other than a limited number of shares in connection with its incorporation, and there is no established market for the shares of its common stock. We expect that our common stock will be quoted on the Nasdaq Capital Market under the symbol “HYNE” upon conclusion of the offering, subject to completion of the offering and compliance with certain conditions, including having 300 “round lot” stockholders (stockholders owning more than 100 shares) and at least three companies making a market for our common stock. Keefe, Bruyette & Woods, Inc. has advised us that it intends to make a market in shares of our common stock following the offering, but it is not obligated to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, we may not be able to obtain such commitments. This would result in our common stock not being listed for trading on the Nasdaq Capital Market, which could reduce the liquidity of our common stock.

The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment.

Our stock-based and other benefit plans will increase our costs, which will reduce our net income.

We intend to adopt new stock-based benefit plans after the conversion and offering, subject to stockholder approval, which will increase our annual compensation and benefit expenses related to the stock options and stock awards granted to participants under the new stock-based benefit plans. The actual

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amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards actually granted under the plans, the fair market value of our stock or options on the date of grant, the vesting period, and other factors that we cannot predict at this time. If we adopt stock-based benefit plans within twelve months following the conversion, the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under such plans would be limited to 4.0% and 10.0%, respectively, of the total shares of our common stock sold in the offering (including shares contributed to the charitable foundation). If we award restricted shares of common stock or grant options in excess of these amounts under stock-based benefit plans adopted more than twelve months after the completion of the offering, our costs will increase further.

We also will recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts, and we will recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the offering for shares purchased by the employee stock ownership plan in the offering and for our new stock-based benefit plans has been estimated to be approximately $1.7 million ($1.4 million after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share offering price as fair market value. Actual expense may be higher if the price of our common stock at the time the shares are allocated or awarded is greater than $10.00 per share.

For further discussion of our proposed stock-based plans, see “Management — New Benefit Plans — Employee Stock Ownership Plan” and “— Stock Option and Recognition and Stock-Based Benefit Plans.”

The implementation of our stock-based benefit plans may dilute your ownership interest.

We intend to adopt stock-based benefit plans following the conversion and offering, subject to the approval of our stockholders. The stock-based benefit plan will be funded through either open market purchases, if permitted, or from the issuance of authorized but unissued shares. Our ability to repurchase shares of common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on common stock repurchases, the availability of stock in the market, the trading price of the stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plans through open market purchases, stockholders would experience a reduction in ownership interest totaling 12.3% in the event newly issued shares are used to fund stock options and restricted stock awards in an amount equal to 10.0% and 4.0%, respectively, of the total shares issued in the offering (including shares contributed to the charitable foundation).

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of our certificate of incorporation and bylaws and state and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of Hoyne Bancorp, Inc. without our board of directors’ prior approval.

Under Federal Reserve Board regulations, no person may directly or indirectly acquire or offer to acquire beneficial ownership of more than 10.0% of our common stock without prior approval of the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board before acquiring control of a savings and loan holding company. Acquisition of 10.0% or more of any class of voting stock of a savings and loan holding company creates a rebuttable presumption that the acquirer “controls” the holding company. Also, a savings and loan holding company must obtain the prior approval of the Federal Reserve Board before, among other things, acquiring direct or indirect ownership or control of more than 5.0% of any class of voting shares of any bank, including Hoyne Savings Bank.

There also are provisions in our certificate of incorporation that may be used to delay or block a takeover attempt, including a provision that prohibits any person from voting more than 10.0% of the shares of common stock outstanding. Furthermore, shares of restricted stock and stock options that we may grant to employees and directors, stock ownership by our management and directors and other factors may make it more difficult for companies or persons to acquire control of Hoyne Bancorp, Inc. without the consent of our board of directors. Taken as a whole, these statutory provisions and provisions in our

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certificate of incorporation and equity awards to, and equity ownership of, our management and directors could result in our being less attractive to a potential acquirer and thus could adversely affect the market price of our common stock.

See “Restrictions on Acquisition of Hoyne Bancorp, Inc.” for a discussion of applicable Federal Reserve Board regulations regarding acquisitions and provisions in our certificate of incorporation and bylaws that could impact acquisitions of control of Hoyne Bancorp, Inc.

You may not receive dividends on our common stock.

Holders of our common stock are only entitled to receive such dividends as our board of directors may declare out of funds legally available for such payments. The declaration and payment of future cash dividends will be subject to, among other things, regulatory restrictions, our then-current and projected consolidated operating results, financial condition, tax considerations, future growth plans, general economic conditions, and other factors our board of directors deems relevant. Hoyne Bancorp, Inc. will depend primarily upon the proceeds it retains from the offering as well as earnings of Hoyne Savings Bank to provide funds to pay dividends on our common stock. The payment of dividends by Hoyne Bancorp, Inc. also is subject to certain regulatory restrictions. Federal law generally prohibits a depository institution from making any capital distributions (including payment of a dividend) to its parent holding company if the depository institution would thereafter be or continue to be undercapitalized, and dividends by a depository institution are subject to additional limitations. As a result, any payment of dividends in the future by Hoyne Bancorp, Inc. will depend, in large part, on Hoyne Savings Bank’s ability to satisfy these regulatory restrictions and its earnings, capital requirements, financial condition and other factors. See “Our Dividend Policy” for a discussion concerning our dividend policy and certain restrictions that exist on our ability to pay dividends.

You may not be able to sell your shares of common stock until you have received a statement reflecting ownership of shares, which will affect your ability to take advantage of changes in the stock price immediately following the offering.

A statement reflecting ownership of shares of common stock purchased in the offering may not be delivered for several days after the completion of the offering and the commencement of trading in the common stock. Your ability to sell the shares of common stock before receiving your ownership statement will depend on arrangements you may make with a brokerage firm, and you may not be able to sell your shares of common stock until you have received your ownership statement. As a result, you may not be able to take advantage of fluctuations in the price of the common stock immediately following the offering.

You may not revoke your decision to purchase Hoyne Bancorp, Inc. common stock in the subscription and community offerings after you send us your order.

Funds submitted or withdrawals authorized in connection with the purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the conversion and offering, including any extension of the expiration date and consummation of a syndicated community offering. Because completion of the conversion and offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, among other factors, there may be one or more delays in completing the conversion and offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond , 2025, or the number of shares to be sold in the offering is increased to more than 7,935,000 shares or decreased to fewer than 5,100,000 shares.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

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or on any golden parachute payments not previously approved. As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We intend to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.23 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.

As a result, our stockholders may not have access to certain information they may deem important, and investors may find our common stock less attractive if we choose to rely on these exemptions. This could result in a less active trading market for our common stock and the price of our common stock may be more volatile.

The distribution of subscription rights could have adverse income tax consequences.

If the subscription rights granted to certain current or former depositors and certain borrowers of Hoyne Savings Bank are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received a letter from RP Financial that it is more likely than not that such rights have no value; however, such letter is not binding on the Internal Revenue Service.

The certificate of incorporation of Hoyne Bancorp, Inc. designates the federal and state courts located in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

The certificate of incorporation of Hoyne Bancorp, Inc. provides that, unless Hoyne Bancorp, Inc. consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Hoyne Bancorp, Inc., (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of Hoyne Bancorp, Inc. to Hoyne Bancorp, Inc. or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Because this provision permits claims to be brought in federal courts located in the State of Delaware, this provision would apply to a claim made under the U.S. federal securities laws where there is exclusive federal jurisdiction for such a claim, although there is uncertainty as to whether a court would enforce such a provision, and a stockholder of Hoyne Bancorp, Inc. cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability, or make it more costly, to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

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Risks Related to the Charitable Foundation

The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2025.

We intend to establish and fund a new charitable foundation in connection with the stock offering. We intend to contribute two percent of our outstanding shares of common stock sold in the offering (including shares contributed to the charitable foundation) and $250,000 in cash. The contribution will have an adverse effect on our net income for the quarter and year in which we complete the stock offering and contribution to the charitable foundation. The after-tax expense of the contribution is expected to reduce net income for the year ended December 31, 2025 by approximately $1.3 million, assuming the offering closes at the adjusted maximum of the offering range. In addition, persons purchasing shares in the stock offering will have their ownership and voting interests in Hoyne Bancorp, Inc. diluted by up to 2.0% due to the contribution of shares of common stock to the charitable foundation.

Our contribution to the charitable foundation may not be deductible for federal income tax purposes.

We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code of 1986, as amended (the “Code”), a corporation is permitted to deduct up to 10.0% of its taxable income (generally income before federal income tax, charitable contributions expense and certain other items) in any one year for charitable contributions. Any contribution in excess of the 10.0% limit may be deducted for federal income tax purposes over the five years following the year in which the charitable contribution is made, subject to limitations in each of those years. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period and expire thereafter.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

Set forth below is selected consolidated financial and other data of Hoyne Savings, MHC and its subsidiaries at and for the dates indicated. The following is only a condensed summary and should be read in conjunction with the business and financial information regarding Hoyne Savings, MHC included elsewhere in this prospectus, including the consolidated financial statements beginning on page F-1 of this prospectus. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the entire year. The information at and for the years ended December 31, 2024 and 2023 is derived in part from the audited consolidated financial statements that appear elsewhere in this prospectus. The information at and for the three months ended March 31, 2025 and for the three months ended March 31, 2024 has been derived from our unaudited consolidated interim financial statements included elsewhere in this prospectus and which have not been audited but, in the opinion of our management, contain all adjustments (consisting of only normal or recurring adjustments) necessary to present fairly in all material respects our financial position and results of operations for such periods in accordance with Generally Accepted Accounting Principles (“GAAP”).

	As of March 31,			As of December 31,
	2025			2024			2023
	(Dollars in thousands)
Selected Consolidated Financial Condition Data:
Total assets		$	466,509		$	449,928		$	446,099
Cash and cash equivalents			31,203			15,327			24,675
Certificates of deposit			870			1,350			1,350
Investment securities available-for-sale			115,146			116,555			136,886
Investment securities held-to-maturity			32,531			34,022			57,350
FHLB of Chicago stock			1,166			1,166			1,166
Bankers’ Bank stock, at cost			992			992			—
Real estate owned			2,124			719			200
Loans receivable, net			244,745			240,928			190,571
Premises and equipment			7,149			7,750			7,591
Bank-owned life insurance (BOLI)			17,153			16,990			13,255
Core deposit intangibles(1)			276			322			506
Deferred tax assets			10,140			10,640			9,579
Total deposits			370,885			357,292			352,875
Total equity		$	88,831		$	86,245		$	87,760

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	For the Three Months Ended March 31,						For the Year Ended December 31,
	2025			2024			2024			2023
	(Dollars in thousands)
Selected Operating Data:
Total interest income(2)		$	4,677		$	3,963		$	16,799		$	15,419
Total interest expense, deposits			(1,665)			(1,757)			(7,085)			(4,472)
Net interest income			3,012			2,206			9,714			10,947
Provision for credit losses			(135)			(117)			(468)			—
Net interest income after provision for credit losses			2,877			2,089			9,246			10,947
Total noninterest income			975			183			1,660			638
Total noninterest expense			(3,419)			(3,221)			(13,318)			(13,478)
Income (loss) before benefit for income taxes			433			(949)			(2,412)			(1,893)
Recovery (provisions) for income taxes			(116)			4			(869)			(3,384)
Net income (loss)		$	317		$	(945)		$	(1,543)		$	1,491
Selected Performance Ratios:(3)
Average yield on average interest-earning assets			4.55%			3.83%			4.16%			3.90%
Average rate on interest-bearing liabilities			1.83%			1.98%			2.03%			1.22%
Average interest rate spread(4)			2.72%			1.85%			2.13%			2.68%
Net interest margin(4)			2.93%			2.13%			2.40%			2.77%
Average interest-earning assets to average interest-bearing liabilities			112.82%			116.39%			115.52%			108.05%
Net interest income after provision for credit losses to noninterest expense			84.15%			64.86%			69.42%			81.22%
Total noninterest expense to average assets			2.98%			2.87%			3.01%			2.96%
Efficiency ratio(5)			85.75%			134.83%			117.09%			116.34%
Return on average assets (ratio of net income to average total assets)			0.28%			(0.84)%			(0.35)%			0.33%
Return on average equity (ratio of net income to average total equity)			1.45%			(4.35)%			(1.79)%			1.75%
Asset Quality Ratios:(6)
Non-accrual loans as a percent of total loans outstanding			0.35%			0.33%			0.66%			0.92%
Non-performing assets as a percent of total assets(7)			0.19%			0.15%			0.37%			0.40%
Allowance for credit losses as a percent of total loans outstanding			0.90%			0.89%			0.86%			0.85%
Allowance for credit losses as a percent of non-performing loans(8)			255.97%			129.86%			128.00%			114.47%
Net charge-offs (recoveries) to average loans outstanding			(0.005)%			—%			(0.002)%			0.008%
Capital Ratios:(6)(9)
Tier 1 leverage (to average) assets for the leverage ratio			19.14%			20.68%			20.5%			20.5%
Average equity to average assets			19.06%			19.30%			19.48%			18.68%
Other Data:
Full-service banking offices			6			7			6			7
Full-time equivalent employees			60			80			73			80

(1)

The core deposit intangibles are the result of the two mergers in 2017 and 2020.

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(2)

Includes dividend income from the FHLB of Chicago and Bankers’ Bank.

(3)

With the exception of end-of-period ratios, all ratios are based on ending balances during the indicated periods.

(4)

Average interest rate spread represents the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities, and net interest margin represents net interest income as a percentage of average interest-earning assets.

(5)

The efficiency ratio represents the ratio of noninterest expense divided by the sum of net interest income and noninterest income.

(6)

Asset quality ratios and capital ratios are end-of-period ratios, except for net charge-offs to average loans receivable.

(7)

Non-performing assets consist of non-performing loans. Non-performing loans consist of all loans 90 days or more past due.

(8)

Non-performing loans consist of non-accrual loans and loans that are 90 days past due and still accruing.

(9)

As of January 1, 2023, we elected to follow the Community Bank Leverage Ratio (the “CBLRF”) capital adequacy guidelines. The CBLRF is equivalent to Tier 1 leverage (core) capital (to adjusted tangible assets) ratio above. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Supervision and Regulation — Federal Banking Regulation — Capital Requirements.”

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

•

statements of our goals, intentions and expectations;

•

statements regarding our business plans, prospects, growth and operating strategies; and

•

statements regarding the quality of our loan and investment portfolios.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

•

estimates of our risks and future costs and benefits.

•

general economic conditions, either nationally or in our market areas, that are different than expected;

•

changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for credit losses;

•

our ability to access cost-effective funding;

•

major catastrophes such as tornadoes, floods or other natural disasters, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies;

•

further data processing and other technological changes that may be more difficult or expensive than expected;

•

success or consummation of new business initiatives may be more difficult or expensive than expected;

•

the inability of third-party service providers to perform;

•

fluctuations in real estate values and both residential and commercial real estate market conditions;

•

demand for loans and deposits in our market area;

•

our ability to continue to implement our business strategies;

•

competition among depository and other financial institutions;

•

inflation and changes in the interest rate environment that reduce our margins and yields, reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans;

•

adverse changes in the securities markets;

•

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

•

our ability to manage market risk, credit risk and operational risk in the current economic conditions;

•

our ability to enter new markets successfully and capitalize on growth opportunities;

•

our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

•

changes in consumer spending, borrowing and savings habits;

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•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

•

geopolitical tensions that could affect economic activity or specific industry sectors;

•

our ability to hire and retain key employees; and

•

our compensation expense associated with equity allocated or awarded to our employees.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. See “Risk Factors” beginning on page .

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HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

Although we cannot determine what the actual net offering proceeds will be until the offering is completed, we estimate that the net proceeds will be between $48.6 million and $66.4 million, or $76.7 million if the offering range is increased by 15.0%.

We intend to distribute the net proceeds as follows:

	Based upon the Sale at $10.00 Per Share of
	5,100,000 Shares					6,000,000 Shares					6,900,000 Shares					7,935,000 Shares(1)
	Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds		Amount			Percent of Net Proceeds
	(Dollars in thousands)
Offering proceeds		$	51,000				$	60,000				$	69,000				$	79,350
Less: offering expenses			(2,410)					(2,500)					(2,590)					(2,694)
Net offering proceeds			48,590		100.0%		$	57,500		100.0%		$	66,410		100.0%		$	76,656		100.0%
Less:
Proceeds contributed to Hoyne Savings Bank			24,295		50.0%		$	28,750		50.0%		$	33,205		50.0%		$	38,328		50.0%
Proceeds contributed to charitable foundation			250		0.5%		$	250		0.4%		$	250		0.4%		$	250		0.3%
Proceeds used for loan to employee stock ownership plan			4,163		8.6%		$	4,898		8.5%		$	5,633		8.5%		$	6,478		8.5%
Proceeds retained by Hoyne Bancorp, Inc.		$	19,882		40.9%		$	23,602		41.1%		$	27,322		41.1%		$	31,600		41.2%

(1)

As adjusted to give effect to an increase in the number of shares, which increase could occur due to a 15.0% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

Payments for shares of common stock made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will reduce Hoyne Savings Bank’s deposits. The net proceeds may vary because total expenses relating to the offering may be more or less than our estimates. For example, our expenses would increase if fewer shares were sold in the subscription and community offerings and more in the syndicated community offering than we have assumed.

Hoyne Bancorp, Inc. may use the proceeds it retains from the offering:

•

to invest in securities;

•

for capital management strategies, including repurchases to fund stock-based benefit plans and additional stock repurchases, subject to regulatory limitations;

•

although we do not currently have any understandings or agreements regarding any specific transactions, to facilitate the potential acquisition of financial institutions, asset portfolios and branch offices, if available, on a prudent basis; and

•

for other general corporate purposes.

See “Our Dividend Policy” for a discussion of our expected dividend policy following the completion of the offering. Under current federal regulations, we may not repurchase shares of our common stock during the first year following the completion of the conversion, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund the granting of restricted stock awards or tax-qualified employee stock benefit plans.

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Hoyne Savings Bank may use the net proceeds it receives from the offering:

•

to fund new loans;

•

to invest in securities;

•

to expand its retail banking franchise by establishing or acquiring new loan productions offices and branches or by acquiring other financial institutions or other financial services companies as opportunities arise, although we do not currently have any understandings or agreements to acquire a financial institution or other entity; and

•

for other general corporate purposes.

Initially, a substantial portion of the net proceeds will be invested in short-term investment securities of the type currently held by Hoyne Savings Bank. We have not determined specific amounts of the net proceeds that would be used for the purposes described above. The use of the proceeds outlined above may change based on many factors, including, but not limited to, changes in interest rates, equity markets, laws and regulations affecting the financial services industry, the attractiveness and availability of potential acquisitions to expand our operations, and overall market conditions.

We expect our return on equity to be low until we are able to effectively deploy the additional capital raised in the offering. See “Risk Factors — Risks Related to the Offering — We have broad discretion in using the proceeds of the offering. Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance and the value of our common stock” and “— Risks Related to the Offering — The capital we raise in the offering may negatively impact our return on equity until we can fully implement our business plan. This could negatively affect the trading price of our shares of common stock.”

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OUR DIVIDEND POLICY

Following completion of the stock offering, our board of directors will have the authority to declare dividends on our shares of common stock. The board’s determination of whether to declare a dividend and the amount of any such dividend is subject to our financial condition and results of operations, tax considerations, capital requirements and available alternative uses for capital, statutory and regulatory limitations, and general economic conditions. No decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or, if dividends are paid, that any such dividends will not be reduced or eliminated in the future.

The source of dividends will depend on the net proceeds retained by Hoyne Bancorp, Inc. from the offering and earnings thereon, and dividends paid by Hoyne Savings Bank to Hoyne Bancorp, Inc. In addition, Hoyne Bancorp, Inc. will be subject to state law limitations and federal bank regulatory policy on the payment of dividends. Delaware law generally limits dividends to be paid out of its capital surplus or, if there is no surplus, out of net profits from the fiscal year in which the dividend is declared, and the preceding fiscal year, subject to certain limitations.

After the completion of the conversion, Hoyne Savings Bank will not be permitted to pay dividends to Hoyne Bancorp, Inc., its sole stockholder, if Hoyne Savings Bank’s stockholder’s equity would be reduced below the amount of the liquidation account established in connection with the conversion. In addition, Hoyne Savings Bank will not be permitted to make a capital distribution if, after making such distribution, it would be undercapitalized. Hoyne Savings Bank must provide notice to the Federal Reserve Board and file an application with the IDFPR for approval of a capital distribution if the total capital distributions for the applicable calendar year exceed the sum of its net income for that year to date plus its retained net income for the preceding two years, or it would not be at least adequately capitalized following the distribution.

Any payment of dividends by Hoyne Savings Bank to Hoyne Bancorp, Inc. that would be deemed to be drawn from Hoyne Savings Bank’s bad debt reserves established before 1988, if any, would require a payment of taxes at the then-current tax rate by Hoyne Savings Bank on the amount of earnings deemed to be removed from the pre-1988 bad debt reserves for such distribution. Hoyne Savings Bank does not intend to make any distribution that would create such a federal tax liability.

We intend to file a consolidated federal tax return with Hoyne Savings Bank. Accordingly, it is anticipated that any cash distributions made by Hoyne Bancorp, Inc. to our stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal tax purposes. Additionally, pursuant to regulations of the Federal Reserve Board, during the three-year period following the conversion and stock offering, Hoyne Bancorp, Inc. will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

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MARKET FOR THE COMMON STOCK

Hoyne Bancorp, Inc. is a newly formed company and has not previously issued shares of its capital stock, other than a limited number of shares in connection with its incorporation, and there is no established market for the shares of its common stock. We have applied to list our shares of common stock on the Nasdaq Capital Market under the symbol “HYNE,” subject to completion of the conversion and compliance with certain listing conditions, including the presence of at least three registered and active market makers. Keefe, Bruyette & Woods, Inc. has advised us that it intends to make a market in shares of our common stock following the offering, but it is not obligated to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, there can be no assurance that we will be successful in obtaining such commitments.

The development and maintenance of a public market, having the desirable characteristics of depth, liquidity and orderliness, depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of shares of our common stock at any particular time may be limited, which may have an adverse effect on the price at which shares of our common stock can be sold. There can be no assurance that persons purchasing shares of common stock in the offering will be able to sell their shares at or above the $10.00 offering purchase price per share.

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

As of March 31, 2025, Hoyne Savings Bank exceeded all of the applicable regulatory capital requirements and was considered “well-capitalized.” The table below sets forth the historical equity capital and regulatory capital of Hoyne Savings Bank as of March 31, 2025, and the pro forma equity capital and regulatory capital of Hoyne Savings Bank after giving effect to the sale of shares of common stock at $10.00 per share in the offering. Hoyne Savings Bank elected the CBLRF as of January 1, 2023, but the table below shows Hoyne Savings Bank’s capital ratios for illustrative purposes as if it had not made such election. The CBLRF is equivalent to the Tier 1 leverage ratio in the table below. To be considered well-capitalized using the CBLRF as of March 31, 2025 required a ratio that exceeds 8.5%. The table assumes that Hoyne Savings Bank receives 50.0% of the net offering proceeds. See “How We Intend to Use the Proceeds from the Offering.”

	Hoyne Savings Bank Historical at March 31, 2025					Hoyne Savings Bank Pro Forma as of March 31, 2025 Based Upon the Sale in the Offering of:
	Hoyne Savings Bank Historical at March 31, 2025					5,100,000 Shares at $10.00 per share					6,000,000 Shares at $10.00 per share					6,900,000 Shares at $10.00 per share					7,935,000 Shares at $10.00 per share
	Amount			Percent of Assets		Amount			Percent of Assets		Amount			Percent of Assets		Amount			Percent of Assets		Amount			Percent of Assets
	(Dollars in thousands)
Equity		$	80,527		17.26%		$	98,577		20.09%		$	101,930		20.58%		$	105,283		21.07%		$	109,138		21.62%
Tier 1 leverage capital(2)(3)			89,998		19.14%			108,048		21.85%			111,401		22.33%			114,754		22.80%			118,609		23.32%
Tier 1 leverage requirement			23,510		5.00%			24,724		5.00%			24,947		5.00%			25,170		5.00%			25,426		5.00%
Excess		$	66,488		14.14%		$	83,324		16.85%		$	86,454		17.33%		$	89,584		17.80%		$	93,183		18.32%
Reconciliation of capital infused into Hoyne Savings Bank
Proceeds contributed to Hoyne Savings Bank							$	24,295				$	28,750				$	33,205				$	38,328
Less common stock acquired by employee stock ownership plan								(4,163)					(4,898)					(5,633)					(6,478)
Less common stock acquired by stock-based benefit plan								(2,082)					(2,449)					(2,816)					(3,239)
Pro forma increase							$	18,050				$	21,403				$	24,756				$	28,611

(1)

As adjusted to give effect to an increase in the number of shares, which could occur due to a 15.0% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2)

Tier 1 leverage capital levels are shown as a percentage of total average assets. Risk-based capital levels are shown as a percentage of risk-weighted assets.

(3)

Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20.0% risk weighting.

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CAPITALIZATION

The following table presents, as of March 31, 2025, the historical consolidated capitalization of Hoyne Savings, MHC and the pro forma consolidated capitalization of Hoyne Bancorp, Inc. after giving effect to the conversion and offering based upon the assumptions set forth under “Pro Forma Data.”

	Hoyne Savings, MHC Historical Capitalization as of March 31, 2025			Pro Forma Consolidated Capitalization as of March 31, 2025 of Hoyne Bancorp, Inc. Based Upon the Sale for $10.00 per Share of:
				5,100,000 Shares			6,000,000 Shares			6,900,000 Shares			7,935,000 Shares(1)
	(Dollars in thousands)
Deposits(2)		$	370,885		$	370,885		$	370,885		$	370,885		$	370,885
Borrowings			—			—			—			—			—
Total deposits and borrowed funds		$	370,885		$	370,885		$	370,885		$	370,885		$	370,885
Stockholders’ equity:
Preferred stock, $0.01 par value, 500,000 shares authorized		$	—		$	—		$	—		$	—		$	—
Common stock, $0.01 par value, 9,500,000 shares authorized; shares to be issued as reflected(3)			—			52			61			70			81
Additional paid-in capital			—			49,579			58,663			67,748			78,194
Retained earnings(4)			102,453			102,453			102,453			102,453			102,453
Accumulated other comprehensive loss, net of tax			(13,622)			(13,622)			(13,622)			(13,622)			(13,622)
Net impact of foundation
Expense of contribution to charitable foundation			—			(1,291)			(1,474)			(1,658)			(1,869)
Tax benefit of contribution to charitable foundation			—			368			420			473			533
Less:
Common stock acquired by employee stock ownership plan(5)			—			(4,163)			(4,898)			(5,633)			(6,478)
Common stock acquired by stock-based benefit plans(6)			—			(2,082)			(2,449)			(2,816)			(3,239)
Total stockholders’ equity		$	88,831		$	131,294		$	139,154		$	147,015		$	156,053
Pro Forma Shares Outstanding
Total shares outstanding						5,204,082			6,122,449			7,040,816			8,096,938
Shares issued to charitable foundation						104,082			122,449			140,816			161,938
Shares offered for sale						5,100,000			6,000,000			6,900,000			7,935,000
Total stockholders’ equity as a percent of pro forma total assets			19.0%			25.8%			26.9%			28.0%			29.2%

(1)

(2)

Does not reflect withdrawals from deposit accounts at Hoyne Savings Bank for the purchase of shares of common stock. These withdrawals would reduce pro forma deposits and assets by the amount of the withdrawals.

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(3)

No effect has been given to the issuance of additional shares of common stock pursuant to the exercise of options under one or more stock-based benefit plans. The implementation of such plans will require stockholder approval. If the plans are implemented within the first year after the closing of the offering, an amount up to 10.0% of the shares of common stock sold in the offering (including shares contributed to the charitable foundation) will be reserved for issuance upon the exercise of options under the plans. See “Management.”

(4)

The retained earnings of Hoyne Savings Bank will be substantially restricted after the offering. See “Supervision and Regulation — State and Federal Banking Regulations — Capital Distributions.”

(5)

Assumes that 8.0% of the shares sold in the offering (including shares contributed to the charitable foundation) will be acquired by the employee stock ownership plan financed by a loan from Hoyne Bancorp, Inc. The loan will be repaid principally from Hoyne Savings Bank’s contributions to the employee stock ownership plan. Since Hoyne Bancorp, Inc. will finance the employee stock ownership plan debt, this debt will be eliminated through consolidation and no liability will be reflected on Hoyne Bancorp, Inc.’s consolidated balance sheet. Accordingly, the dollar amount of shares of common stock acquired by the employee stock ownership plan is shown in this table as a reduction of total stockholders’ equity. See “Management — New Stock Benefit Plans — Employee Stock Ownership Plan.”

(6)

Assumes a number of shares of common stock equal to 4.0% of the shares of common stock to be sold in the offering (including shares contributed to the charitable foundation) will be purchased for grant by a stock-based benefit plan. The funds to be used by such plan to purchase the shares will be provided by Hoyne Bancorp, Inc. The dollar amount of common stock to be purchased is based on the $10.00 per share offering price and represents unearned compensation. This amount does not reflect possible increases or decreases in the value of common stock relative to the offering price. Hoyne Bancorp, Inc. will accrue compensation expense to reflect the vesting of shares pursuant to such stock-based benefit plan and will credit capital in an amount equal to the charge to operations. Implementation of such plan will require stockholder approval. See “Management — New Stock Benefit Plans — Stock Option and Stock-Based Benefit Plans.”

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PRO FORMA DATA

The following table illustrates the pro forma impact of the conversion and offering on our net income and stockholders’ equity based on the sale of common stock at the minimum, the midpoint and the maximum of the offering range. The actual net proceeds from the sale of the common stock cannot be determined until the offering is completed. Net proceeds indicated in the following table is based upon the following assumptions, although actual expenses may vary from these estimates:

•

all of the shares of common stock will be sold in the subscription offering and no shares will be sold in the syndicated community offering;

•

our employee stock ownership plan will purchase a number of shares equal to 8.0% of the shares sold in the offering (including shares of common stock contributed to the charitable foundation) with a loan from Hoyne Bancorp, Inc. that will be repaid in equal installments over 25 years;

•

our directors, executive officers and their associates will purchase an aggregate of 230,000 shares of common stock in the offering;

•

we will pay Keefe, Bruyette & Woods, Inc. a fee equal to 1.00% of the aggregate amount of common stock sold in the subscription offering;

•

total expenses of the offering, excluding selling agent fees and commissions, will be approximately $1.9 million; and

•

Hoyne Bancorp, Inc. will contribute to the charitable foundation $250,000 in cash and two percent of the shares of common stock issued in the offering (including shares of common stock issued to the charitable foundation).

We calculated pro forma consolidated net income for the three months ended March 31, 2025 and the year ended December 31, 2024, as if the estimated net investable proceeds had been invested at an assumed interest rate of 3.96% (2.83% on an after-tax basis using an assumed tax rate of 28.5%). This represents the yield on the five-year U.S. Treasury Note as of March 31, 2025, which, in light of current market interest rates, we consider to more accurately reflect the pro forma reinvestment rate than the arithmetic average of the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate generally required by federal banking regulators.

We calculated historical and pro forma per share amounts by dividing historical and pro forma consolidated net income and stockholders’ equity by the indicated number of shares of common stock. We computed per share amounts as if the shares of common stock were outstanding at the beginning of the period, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.

The pro forma table gives effect to the implementation of a new stock-based benefit plan. We have assumed that the stock-based benefit plan will acquire for restricted stock awards a number of shares of common stock equal to 4.0% of the shares of common stock sold in the stock offering (including shares of common stock contributed to the charitable foundation) at the same $10.00 per share price for which they were sold in the stock offering. We have assumed that awards of common stock granted under such plan will vest over a five-year period.

We also have assumed that options will be granted under a new stock option plan to acquire shares of common stock equal to 10.0% of the shares of common stock sold in the stock offering (including shares of common stock contributed to the charitable foundation). In preparing the table below, we assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $4.96 for each option.

We may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 10.0% and 4.0%, respectively, of the shares of common stock sold in the stock offering (including shares of common stock contributed to the charitable foundation) and that vest more rapidly than

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over a five-year period if the stock-based benefit plans are adopted more than one year following the completion of the conversion and offering.

As discussed under “How We Intend to Use the Proceeds from the Offering,” we intend to contribute 50.0% of the net offering proceeds to Hoyne Savings Bank, and Hoyne Bancorp, Inc. will retain the remainder of the net proceeds from the stock offering. Hoyne Bancorp, Inc. will use a portion of the proceeds we retain to fund a loan to the employee stock ownership plan and retain the rest of the proceeds for future use.

The pro forma table does not give effect to:

•

withdrawals from deposit accounts to purchase shares of common stock in the offering;

•

increased fees that we would pay Keefe, Bruyette & Woods, Inc. and other broker-dealers in the event that we have to conduct a syndicated community offering;

•

our results of operations after the offering; or

•

changes in the market price of the shares of common stock after the offering.

The following pro forma information may not be representative of the financial effects of the offering at the dates on which the offering actually occurs, and should not be taken as indicative of future results of operations. Pro forma consolidated stockholders’ equity represents the difference between the stated amounts of our assets and liabilities. The pro forma stockholders’ equity is not intended to represent the fair market value of the shares of common stock and may be different than the amounts that would be available for distribution to stockholders if we liquidated. Moreover, pro forma stockholders’ equity per share does not give effect to the liquidation accounts to be established in the conversion or, in the unlikely event of a liquidation of Hoyne Savings Bank, to the tax effect of the recapture of the bad debt reserve. See “The Conversion and Offering — Liquidation Rights.”

	As of or for the Three Months Ended March 31, 2025 Based Upon the Sale at $10.00 Per Share of
	5,100,000 Shares at Minimum of Offering Range			6,000,000 Shares at Midpoint of Offering Range			6,900,000 Shares at Maximum of Offering Range			7,935,000 Shares at Adjusted Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
Gross proceeds of offering:		$	51,000		$	60,000		$	69,000		$	79,350
Expenses			(2,410)			(2,500)			(2,590)			(2,694)
Estimated net proceeds			48,590			57,500			66,410			76,656
Cash contribution to charitable foundation		$	(250)		$	(250)		$	(250)		$	(250)
Common stock acquired by employee stock ownership plan(1)			(4,163)			(4,898)			(5,633)			(6,478)
Common stock granted for restricted stock awards(2)			(2,082)			(2,449)			(2,816)			(3,239)
Net investable proceeds		$	42,095		$	49,903		$	57,711		$	66,689
For the Three Months Ended March 31, 2025
Consolidated net income:
Historical net income		$	317		$	317		$	317		$	317
Pro forma income on net investable proceeds			298			353			409			472
Employee stock ownership plan			(30)			(35)			(40)			(46)
Shares granted under restricted stock awards(2)			(74)			(88)			(101)			(116)
Options granted under stock-based benefit plans(3)			(120)			(141)			(162)			(186)
Pro forma net income		$	391		$	406		$	423		$	441

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	As of or for the Three Months Ended March 31, 2025 Based Upon the Sale at $10.00 Per Share of
	5,100,000 Shares at Minimum of Offering Range			6,000,000 Shares at Midpoint of Offering Range			6,900,000 Shares at Maximum of Offering Range			7,935,000 Shares at Adjusted Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
Earnings per share:(4)
Historical net income		$	0.07		$	0.06		$	0.05		$	0.04
Pro forma income on net investable proceeds			0.06			0.06			0.06			0.06
Employee stock ownership plan(1)			(0.01)			(0.01)			(0.01)			(0.01)
Shares granted under restricted stock awards(2)			(0.02)			(0.02)			(0.02)			(0.02)
Options granted under stock-based benefit plans(3)			(0.03)			(0.03)			(0.02)			(0.02)
Pro forma net income per share(4)		$	0.07		$	0.06		$	0.06		$	0.05
Offering price as a multiple of pro forma net income per share			35.71x			41.67x			41.67x			50.00x
Number of shares used in net income per share calculations			4,791,919			5,637,551			6,483,183			7,455,661
As of March 31, 2025
Stockholders’ equity:
Historical stockholders’ equity		$	88,831		$	88,831		$	88,831		$	88,831
Estimated net proceeds			48,590			57,500			66,410			76,656
Market value of shares donated to charitable foundation			1,041			1,224			1,408			1,619
Expense of contribution of stock to charitable foundation			(1,291)			(1,474)			(1,658)			(1,869)
Tax benefit of contribution to charitable foundation			368			420			473			533
Common stock acquired by employee stock ownership plan(1)			(4,163)			(4,898)			(5,633)			(6,478)
Common stock granted under restricted stock awards(2)			(2,082)			(2,449)			(2,816)			(3,239)
Pro forma stockholders’ equity			131,294			139,154			147,015			156,053
Intangible assets			(276)			(276)			(276)			(276)
Pro forma tangible stockholders’ equity		$	131,018		$	138,878		$	146,739		$	155,777
Stockholders’ equity per share:
Historical stockholders’ equity		$	17.07		$	14.51		$	12.62		$	10.97
Estimated net proceeds			9.34			9.39			9.43			9.47
Market value of shares donated to charitable foundation			0.20			0.20			0.20			0.20
Expense of contribution of stock to charitable foundation			(0.25)			(0.24)			(0.24)			(0.23)
Tax benefit of contribution to charitable foundation			0.07			0.07			0.07			0.06
Common stock acquired by employee stock ownership plan(1)			(0.80)			(0.80)			(0.80)			(0.80)

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	As of or for the Three Months Ended March 31, 2025 Based Upon the Sale at $10.00 Per Share of
	5,100,000 Shares at Minimum of Offering Range			6,000,000 Shares at Midpoint of Offering Range			6,900,000 Shares at Maximum of Offering Range			7,935,000 Shares at Adjusted Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
Common stock granted under restricted stock awards(2)			(0.40)			(0.40)			(0.40)			(0.40)
Pro forma stockholders’ equity per share(5)		$	25.23			22.73			20.88			19.27
Intangible assets			(0.05)			(0.05)			(0.04)			(0.03)
Pro forma tangible stockholders’ equity per share		$	25.18		$	22.68		$	20.84		$	19.24
Offering price as a percentage of pro forma stockholders’ equity per share			39.64%			43.99%			47.89%			51.89%
Offering price as a percentage of pro forma tangible stockholders’ equity per share			39.71%			44.09%			47.98%			51.98%
Number of shares outstanding for pro forma equity per share calculations			5,204,082			6,122,449			7,040,816			8,096,938

	As of or for the Year Ended December 31, 2024 Based Upon the Sale at $10.00 Per Share of
	5,100,000 Shares at Minimum of Offering Range			6,000,000 Shares at Midpoint of Offering Range			6,900,000 Shares at Maximum of Offering Range			7,935,000 Shares at Adjusted Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
Gross proceeds of offering:		$	51,000		$	60,000		$	69,000		$	79,350
Expenses			2,410			2,500			2,590			2,694
Estimated net proceeds			48,590			57,500			66,410			76,656
Cash contribution to charitable foundation			(250)			(250)			(250)			(250)
Common stock acquired by employee stock ownership plan(1)			(4,163)			(4,898)			(5,633)			(6,478)
Common stock granted for restricted stock awards(2)			(2,082)			(2,449)			(2,816)			(3,239)
Net investable proceeds		$	42,095		$	49,903		$	57,711		$	66,689
For the Year Ended December 31, 2024
Consolidated net income (loss):
Historical net income (loss)		$	(1,543)		$	(1,543)		$	(1,543)		$	(1,543)
Pro forma income on net investable proceeds			1,192			1,413			1,634			1,888
Employee stock ownership plan			(119)			(140)			(161)			(185)
Shares granted under restricted stock awards(2)			(298)			(350)			(403)			(463)
Options granted under stock-based benefit plans(3)			(479)			(564)			(649)			(746)
Pro forma net income (loss)		$	(1,247)		$	(1,184)		$	(1,122)		$	(1,049)
Earnings (loss) per share:(4)
Historical net income (loss)		$	(0.32)		$	(0.27)		$	(0.24)		$	(0.21)
Pro forma income on net investable proceeds			0.25			0.25			0.25			0.25

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	As of or for the Year Ended December 31, 2024 Based Upon the Sale at $10.00 Per Share of
	5,100,000 Shares at Minimum of Offering Range			6,000,000 Shares at Midpoint of Offering Range			6,900,000 Shares at Maximum of Offering Range			7,935,000 Shares at Adjusted Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
Employee stock ownership plan(1)			(0.02)			(0.02)			(0.02)			(0.02)
Shares granted under restricted stock awards(2)			(0.06)			(0.06)			(0.06)			(0.06)
Options granted under stock-based benefit plans(3)			(0.10)			(0.10)			(0.10)			(0.10)
Pro forma net income (loss) per share(4)		$	(0.25)		$	(0.20)		$	(0.17)		$	(0.14)
Offering price as a multiple of pro forma net income per share, annualized			*			*			*			*
Number of shares used in earnings per share calculations			4,804,409			5,652,245			6,500,081			7,475,093
As of December 31, 2024
Stockholders’ equity:
Historical stockholders’ equity		$	86,245		$	86,245		$	86,245		$	86,245
Estimated net proceeds			48,590			57,500			66,410			76,656
Market value of shares donated to charitable foundation			1,041			1,224			1,408			1,619
Expense of contribution of stock to charitable foundation			(1,291)			(1,474)			(1,658)			(1,869)
Tax benefit of contribution to charitable foundation			368			420			473			533
Common stock acquired by employee stock ownership plan(1)			(4,163)			(4,898)			(5,633)			(6,478)
Common stock granted under restricted stock awards(2)			(2,082)			(2,449)			(2,816)			(3,239)
Pro forma stockholders’ equity			128,708			136,568			144,429			153,467
Intangible assets			(322)			(322)			(322)			(322)
Pro forma tangible stockholders’ equity		$	128,386		$	136,246		$	144,107		$	153,145
Stockholders’ equity per share:
Historical stockholders’ equity		$	16.57		$	14.09		$	12.25		$	10.65
Estimated net proceeds			9.34			9.39			9.43			9.47
Market value of shares donated to charitable foundation			0.20			0.20			0.20			0.20
Expense of contribution of stock to charitable foundation			(0.25)			(0.24)			(0.24)			(0.23)
Tax benefit of contribution to charitable foundation			0.07			0.07			0.07			0.06
Common stock acquired by employee stock ownership plan(1)			(0.80)			(0.80)			(0.80)			(0.80)
Common stock granted under restricted stock awards(2)			(0.40)			(0.40)			(0.40)			(0.40)
Pro forma stockholders’ equity per share(5)			24.73			22.31			20.51			18.95
Intangible assets			(0.06)			(0.05)			(0.05)			(0.04)
Pro forma tangible stockholders’ equity per share		$	24.67		$	22.26		$	20.46		$	18.91

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	As of or for the Year Ended December 31, 2024 Based Upon the Sale at $10.00 Per Share of
	5,100,000 Shares at Minimum of Offering Range		6,000,000 Shares at Midpoint of Offering Range		6,900,000 Shares at Maximum of Offering Range		7,935,000 Shares at Adjusted Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
Offering price as a percentage of pro forma stockholders’ equity per share		40.44%		44.82%		48.76%		52.77%
Offering price as a percentage of pro forma tangible stockholders’ equity per share		40.54%		44.92%		48.88%		52.88%
Number of shares outstanding for pro forma equity per share calculations		5,204,082		6,122,449		7,040,816		8,096,938

Not meaningful.

(1)

Assumes that 8.0% of the shares of common stock sold in the offering including shares contributed to the charitable foundation will be purchased by the employee stock ownership plan. For purposes of this table, the funds used to acquire these shares are assumed to have been borrowed by the employee stock ownership plan from Hoyne Bancorp, Inc. Hoyne Savings Bank intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the required principal and interest payments on the debt. Hoyne Savings Bank’s total annual payments on the employee stock ownership plan debt are based upon 25 equal annual installments of principal and interest. Financial Accounting Standards Board Accounting Standards Codification 718-40, “Compensation — Stock Compensation-Employee Stock Ownership Plans” (“ASC 718-40”) requires that an employer record compensation expense in an amount equal to the fair value of the shares committed to be released to employees. The pro forma adjustments assume that the employee stock ownership plan shares are allocated in equal annual installments based on the number of loan repayment installments assumed to be paid by Hoyne Savings Bank, the fair value of the common stock remains equal to the subscription price and the employee stock ownership plan expense reflects an effective combined federal and state tax rate of 28.5%. The unallocated employee stock ownership plan shares are reflected as a reduction of stockholders’ equity. No reinvestment is assumed on proceeds contributed to fund the employee stock ownership plan. The pro forma net income further assumes that shares were committed to be released over 25 equal annual installments during the year at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively, and in accordance with ASC 718-40, only the employee stock ownership plan shares committed to be released during the period were considered outstanding for net income per share calculations.

(2)

Assumes that a new stock-based benefit plan purchases an aggregate number of shares of common stock equal to 4.0% of the shares to be sold in the offering including shares contributed to the charitable foundation. Stockholder approval of the plan and purchases by the plan may not occur earlier than six months after the completion of the conversion. The shares may be acquired directly from Hoyne Bancorp, Inc. or through open market purchases. Shares in the stock-based benefit plan are assumed to vest over a period of five years. The funds to be used to purchase the shares will be provided by Hoyne Bancorp, Inc. The table assumes that (i) the stock-based benefit plan acquires the shares through open market purchases at $10.00 per share, (ii) 5% of the amount contributed to the plan is amortized as an expense during the three months ended March 31, 2025, (iii) 20% of the amount contributed to the plan is amortized as an expense during the year ended December 31, 2025, and (iv) the plan expense reflects an effective tax of 28.5%. Assuming stockholder approval of the stock-based benefit plan and that shares of common stock (equal to 4.0% of the shares sold in the offering) are awarded through the use of authorized but unissued shares of common stock, stockholders would have their ownership and voting interests diluted by approximately 3.8%. See “Management — New Stock Benefit Plans — Stock Option and Stock-Based Benefit Plans.”

(3)

Assumes that options are granted under a new stock option plan to acquire an aggregate number of shares of common stock equal to 10.0% of the shares to be sold in the offering. Stockholder approval

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of the plan may not occur earlier than six months after the completion of the conversion. In calculating the pro forma effect of the stock option plan, it is assumed that the exercise price of the stock options and the trading price of the common stock at the date of grant were $10.00 per share, the estimated grant-date fair value determined using the Black-Scholes option pricing model was $4.96 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options, and that 25.0% of the amortization expense (or the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed tax rate of 28.5%. The actual expense will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used and the option pricing model ultimately adopted. Under the above assumptions, the adoption of the stock option plan will result in no additional shares under the treasury stock method for calculating earnings per share. There can be no assurance that the actual exercise price of the stock options will be equal to the $10.00 price per share. If a portion of the shares used to satisfy the exercise of options comes from authorized but unissued shares, our net income per share and stockholders’ equity per share would decrease. The issuance of authorized but unissued shares of common stock pursuant to the exercise of options under such plan would dilute stockholders’ ownership and voting interests by approximately 9.1%. See “Management — New Stock Benefit Plans — Stock Option and Stock-Based Benefit Plans.”

(4)

Net income per share computations are determined by taking the number of shares assumed to be sold in the offering and contributed to the charitable foundation, in accordance with ASC 718-40, subtracting the employee stock ownership plan shares that have not been committed for release during the year. See note (1) above. The number of shares of common stock actually sold may be more or less than the assumed amounts.

(5)

Stockholders’ equity per share calculations are based upon the number of shares assumed to be sold in the offering at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively. The number of shares actually sold may be more or less than the assumed amounts.

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COMPARISON OF VALUATION AND PRO FORMA
INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION

As reflected in the table below, if the charitable foundation is not established and funded in connection with the conversion and stock offering, RP Financial estimates that our pro forma valuation would be greater and, as a result, a greater number of shares of common stock would be issued in the stock offering. At the minimum, midpoint, maximum and adjusted maximum of the valuation range, our pro forma valuation is $52.0 million, $61.2 million, $70.4 million and $81.0 million, respectively, with the charitable foundation, as compared to $52.7 million, $62.0 million, $71.3 million and $82.0 million, respectively, without the charitable foundation. There is no assurance that if the charitable foundation were not formed, the appraisal prepared at that time would conclude that our pro forma market value would be the same as that estimated in the table below. Any appraisal prepared at that time would be based on the facts and circumstances existing at that time, including, among other things, market and economic conditions.

For comparative purposes only, set forth below are certain pricing ratios, financial data and ratios at and for the three months ended March 31, 2025 at the minimum, midpoint, maximum and adjusted maximum of the offering range, assuming the stock offering was completed at the beginning of the period, without the charitable foundation.

	Minimum of Offering Range						Midpoint of Offering Range						Maximum of Offering Range						Adjusted Maximum of Offering Range
	With Charitable Foundation			Without Charitable Foundation			With Charitable Foundation			Without Charitable Foundation			With Charitable Foundation			Without Charitable Foundation			With Charitable Foundation			Without Charitable Foundation
	(Dollars in thousands, except per share amounts)
Estimated offering amount		$	51,000		$	52,700		$	60,000		$	62,000		$	69,000		$	71,300		$	79,350		$	81,995
Pro forma market capitalization			52,041			52,700			61,224			62,000			70,408			71,300			80,969			81,995
Total assets			508,972			510,458			516,832			518,549			524,693			526,640			533,732			535,945
Total liabilities			377,678			377,678			377,678			377,678			377,678			377,678			377,678			377,678
Pro forma stockholders’ equity			131,294			132,780			139,154			140,871			147,015			148,962			156,053			158,266
Pro forma net income(1)			391			401			406			418			423			436			441			455
Pro forma stockholders’ equity per share		$	25.23		$	25.20		$	22.73		$	22.72		$	20.88		$	20.89		$	19.27		$	19.29
Pro forma earnings per share		$	0.07		$	0.07		$	0.06		$	0.06		$	0.06		$	0.06		$	0.05		$	0.05
Pro forma pricing ratios:
Offering price as a percentage of pro forma stockholders’ equity per share			39.64%			39.68%			43.99%			44.01%			47.89%			47.87%			51.89%			51.84%
Offering price to annualized pro forma earnings per share			35.71x			35.71x			41.67x			41.67x			41.67x			41.67x			50.00x			50.00x
Pro forma financial ratios:
Return on assets			0.31%			0.31%			0.31%			0.32%			0.32%			0.33%			0.33%			0.34%
Return on equity			1.19%			1.21%			1.17%			1.19%			1.15%			1.17%			1.13%			1.15%
Equity to assets			25.8%			26.01%			26.92%			27.17%			28.02%			28.29%			29.24%			29.53%
Total shares issued			5,204,082			5,270,000			6,122,449			6,200,000			7,040,816			7,130,000			8,096,938			8,199,500

(1)

The following table shows the estimated after-tax expenses associated with the contribution to the charitable foundation, as well as pro forma net income, pro forma net income per share, pro forma return on assets and pro forma return on stockholders’ equity assuming the contribution to the charitable foundation was expensed during the three months ended March 31, 2025.

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	Minimum of Offering Range			Midpoint of Offering Range			Maximum of Offering Range			Adjusted Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
Before-tax (expense) of contribution to charitable foundation		$	(1,291)		$	(1,474)		$	(1,658)		$	(1,869)
After-tax (expense) of contribution to charitable foundation			(923)			(1,054)			(1,185)			(1,336)
Pro forma net income (loss)			(523)			(648)			(762)			(895)
Pro forma net (loss) per share		$	(0.11)		$	(0.11)		$	(0.12)		$	(0.12)
Pro forma tax benefit			368			420			473			533
Offering price to pro forma net income (loss) per share			*			*			*			*
Pro forma return (loss) on assets			(0.42)%			(0.50)%			(0.58)%			(0.67)%
Pro forma return (loss) on equity			(1.62)%			(1.86)%			(2.07)%			(2.29)%

Not meaningful.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis reflects the consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of the financial condition and results of operations of Hoyne Savings, MHC, Hoyne Financial Corporation and Hoyne Savings Bank. The information in this section as of December 31, 2024 and December 31, 2023 and for the years then ended is derived in part from the audited consolidated financial statements which appear beginning on page F-1 of this prospectus. The information as of March 31, 2025 and March 31, 2024 is unaudited. You should read the information in this section in conjunction with the business and financial information regarding the Hoyne Savings, MHC provided in this prospectus.

Overview

Hoyne Savings Bank is a community-oriented savings bank headquartered in Chicago, Illinois. We originate commercial real estate (including commercial construction), commercial and industrial, and one to four residential mortgage loans and, to a lesser extent, home equity loans. We currently operate six full-service banking offices and one loan production office in Cook County, Illinois. Our primary sources of funds consist of attracting deposits from the general public and using those funds and other sources to originate loans to our customers and invest in securities. As of March 31, 2025, we had total assets of $466.5 million, including $244.7 million in net loans and $115.1 million of investment securities available-for-sale, and investment securities held-to-maturity of $32.5 million, total deposits of $370.9 million and total equity of $88.8 million. For the three months ended March 31, 2025, we had a net income of $317,000 compared to a net loss of $945,000 for the three months ended March 31, 2024.

Our results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on our loan and investment portfolios and interest expense on deposits and borrowings. Our net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. Results of operations are also affected by our provisions for loan losses, fee income and other noninterest income and noninterest expense. Noninterest expense principally consists of compensation, office occupancy and equipment expense, data processing, advertising and business promotion and other expenses. After the conversion, we expect that our noninterest expenses will increase as we grow and expand our operations. In addition, our compensation expense will increase due to the new stock benefit plans we intend to implement. See “Pro Forma Data.” Our results of operations and financial condition are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, changes in accounting guidance, government policies and actions of regulatory authorities.

Business Strategy

Our goal is to position Hoyne Bancorp, Inc. to prosper in an evolving financial services landscape and enhance our position as one of the leading community banking institutions in our local market. We intend to continue to provide a broad array of banking services while growing our presence in our market and expanding our franchise. In recent years, we have focused on, and invested in, our technology and infrastructure to improve our delivery channels and create competitive products and services, a strong workforce, and an enhanced awareness of our commercial banking brand in our market area. As a result, we believe we are well positioned to capitalize on the opportunities available in our market by focusing on the following core strategies:

Grow our commercial real estate (including commercial construction) and commercial and industrial loan portfolios while continuing the origination of one to four residential mortgages. Historically our primary lending focus has been the origination of one to four residential mortgage loans, and since hiring our Chief Executive Officer, Walter F. Healy, in 2022, we have increased our commercial lending portfolio. As of March 31, 2025, $115.4 million, or 45.8% of our total loan portfolio consisted of commercial real estate (including commercial construction) and commercial and industrial loans. We believe increasing our commercial real estate (including commercial construction) and commercial and industrial lending offers an

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opportunity to enhance our profitability and our growth prospects. We will continue our practice of originating our one to four residential loan production and sale into the secondary market when favorable market conditions exist.

Continued emphasis on prudent credit risk management. We are pursuing commercial and industrial and commercial real estate loan portfolio growth and diversification because we believe that and strong asset quality is a key to long-term financial success. Our strategy for credit risk management focuses on an experienced team of credit professionals, well-defined credit policies and procedures, appropriate loan underwriting criteria and active credit monitoring. As of March 31, 2025, our non-performing assets, which include non-accrual loans and loans that are greater than 90 days past due, to total assets ratio was 0.2%. Because the level of our non-performing loans has been low in recent years, we believe that our allowance for credit losses is adequate to account for the probable losses inherent in our loan portfolios.

We believe we have an opportunity to grow by promoting our enhanced commercial real estate (including commercial construction) and commercial and industrial products and services and building our customer relationships around low and no cost products is part of our relationship expansion strategy. We offer checking and savings accounts designed to be simple to understand, easy to open, and convenient to use. These accounts can be established with a modest initial deposit, impose minimal fees, and are a prudent alternative for the consumer to non-bank money service businesses.

Although we do not currently have any understandings or agreements regarding any specific transactions, the additional capital raised in the offering may be used to finance mergers with, and acquisitions of, other financial institutions, asset portfolios and branch offices when and if attractive opportunities arise.

Recruiting and retaining top talent. Recruiting and retaining talented individuals to implement our business strategy will be critical to our success. While we believe we have assembled a strong management team, we will continue to assess our personnel needs and expect to add new lenders and management staff in order to facilitate our planned growth and to complement the existing management team. Critical to our efforts to attract and retain talent is our mutual-to-stock conversion and the adoption and implementation of employee stock benefit plans, consistent with banking regulations and subject to stockholder approval, after the conversion.

Critical Accounting Policies

In reviewing and understanding financial information for Hoyne Savings, MHC, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements. These policies are described in Note 1 of the notes to our consolidated financial statements beginning on page F-1 of this prospectus. Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of

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this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

Allowance for Credit Losses. The allowance for credit losses is the estimated amount considered necessary to cover expected, but unconfirmed credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for credit losses which is charged against income. In determining the allowance for credit losses, we make significant estimates and have identified this policy as one of our most critical accounting policies.

We adopted Accounting Standards Update No. 2016-13, CECL, effective January 1, 2023. The adoption of CECL resulted in a $768,000 increase in the level of the allowance for credit losses as of March 31, 2023.

We perform a quarterly evaluation of the allowance for credit losses. Our determination of the adequacy of the allowance for credit losses is based on the assessment of the expected credit losses on loans over the expected life of the loans. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

In accordance with the provisions of the accounting standards under CECL, we estimate the allowance for credit losses balance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience of a defined peer group, by affiliate, paired with economic forecasts, provide the basis for the quantitatively modeled estimates of expected credit losses. We adjust our quantitative model, as necessary, to reflect conditions not already considered by the quantitative model. These adjustments are commonly known as the qualitative factors.

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. We use the average historical loss method to measure the quantitative portion of the allowance for credit losses over the forecast and reversion periods.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When we determine that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Prior to January 1, 2023, we calculated the allowance for loan losses under the probable incurred methodology. Using this methodology, the analysis had two components, specific and general allowances. The specific percentage allowance was for unconfirmed losses related to loans that were determined to be impaired. Impairment was measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. If the fair value of the loan was less than the loan’s carrying value, a charge was recorded for the difference.

Comparison of Financial Condition as of March 31, 2025 and December 31, 2024

Total Assets. Total assets increased $16.6 million or 3.7% to $466.5 million as of March 31, 2025 compared to $449.9 million as of December 31, 2024. The increase resulted primarily from increases in cash and cash equivalents of $15.9 million, real estate owned of $1.4 million and loans receivable, net of $3.8 million. These increases were offset by decreases in certificates of deposit of $480,000, investment securities available-for-sale of $1.4 million, investment securities held-to-maturity of $1.5 million, premises and equipment, net of $600,000 and deferred tax assets of $500,000.

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Cash and Cash Equivalents. Cash and cash equivalents increased $15.9 million, or 103.6% to $31.2 million as of March 31, 2025 compared to $15.3 million as of December 31, 2024. The increase reflects management’s intention to increase liquidity to expand the commercial loan portfolio.

Investment Securities Available-for-Sale. Investment securities available-for-sale decreased $1.4 million, or 1.2% to $115.1 million as of March 31, 2025 from $116.5 million as of December 31, 2024. The liquidity from the decrease was used to fund the increase in our loan portfolio.

Investment Securities Held-to-Maturity. Investment securities held-to-maturity decreased $1.5 million, or 4.4% to $32.5 million as of March 31, 2025 from $34.0 million as of December 31, 2024. The liquidity from the decrease was used to fund the increase in our loan portfolio.

Real Estate Owned. Real estate owned increased $1.4 million, or 195.4%, to $2.1 million from $719,000 as of December 31, 2024. The increase was due to the net change in valuation upon transfer from premises and equipment from net book value of $730,000 to market value of $2.2 million of the 63rd Street branch location.

Loans Receivable, Net. Loans receivable, net increased $3.8 million, or 1.6%, to $244.7 million from $240.9 million as of December 31, 2024. The increase reflects the emphasis to increase the commercial loan portfolio during the first quarter of 2025.

Premises and Equipment, Net. Premises and equipment, net decreased $600,000 during the first quarter of 2025 from the fourth quarter of 2024 due to the branch closings discussed under “Real Estate Owned.”

Deposits. Deposits increased $13.6 million, or 3.8%, during the first quarter of 2025 to $370.9 million from $357.3 million as of December 31, 2024. The increase was used to provide liquidity to Hoyne Savings Bank at a cost of funds below the market rate for FHLB of Chicago advances.

Total Equity. Total equity for the first quarter of 2025 increased $2.6 million, or 3.0%, to $88.8 million from $86.2 million as of December 31, 2024. The increase was due to net income for the quarter of $317,000 and a decrease in accumulated other comprehensive loss of $2.3 million.

Comparison of Financial Condition as of December 31, 2024 and December 31, 2023

Total Assets. Total assets increased $3.8 million, or 0.9%, to $449.9 million as of December 31, 2024 compared to $446.1 million as of December 31, 2023. The increase resulted primarily from increases in real estate owned of $519,000 and loans receivable, net of $50.4 million due to continued growth in the loan portfolio, BOLI of $3.7 million, investment in Bankers’ Bank stock of $1.0 million and deferred tax assets of $1.1 million. These increases were offset by decreases in cash and cash equivalents of $9.3 million, investment securities available-for-sale of $20.3 million and investments held-to-maturity of $23.3 million.

Cash and Cash Equivalents. Cash and cash equivalents decreased $9.3 million, or 37.9%, to $15.3 million as of December 31, 2024, compared to $24.7 million as of December 31, 2023. The decrease primarily was the result of net cash received from maturities and sales of investment securities of $43.9 million. The increased liquidity was used to fund loan growth in the commercial loan portfolio during the year in order to seek to increase the yield on interest-earning assets.

Investment Securities Available-for-Sale. Investment securities available-for-sale decreased $20.3 million, or 14.9%, to $116.6 million as of December 31, 2024, compared to $136.9 million as of December 31, 2023. The decrease was the result of management’s strategy to seek to increase the yield on interest-earning assets and grow the commercial and residential loan portfolios with the proceeds from maturities and sales of investment securities totaling $20.4 million. No investment securities were purchased during 2024.

Investment Securities Held-to-Maturity. Investment securities held-to-maturity decreased $23.3 million, or 40.7%, to $34.0 million as of December 31, 2024, compared to $57.3 million as of December 31, 2023. The decrease was the result of management’s strategy to seek to increase the yield on interest-earning assets and increase the commercial loan portfolio with the proceeds of the repayments of maturing investment securities totaling $23.5 million. No investment securities were purchased during 2024.

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Bankers’ Bank Stock, at Cost. We purchased the Bankers’ Bank stock during 2024 for $992,000, and there had been no previous investment in this stock. The purpose of the purchase was to utilize the benefits of being a member of the Bankers’ Bank, which includes borrowing opportunities and dividends on the stock.

Real Estate Owned. Real estate owned increased $519,000 or 259.5%, to $719,000 as of December 31, 2024 compared to $200,000 as of December 31, 2023. The increase was due to the increase in valuation upon transfer from premises and equipment from book to market value of the Pulaski Avenue branch location.

Loans Receivable, Net. Loans receivable, net increased $50.4 million, or 26.4%, to $240.9 million as of December 31, 2024, compared to $190.5 million as of December 31, 2023. During 2024, loan originations totaled $106.1 million, offset by loan repayments of $50.9 million. Total commercial loan originations were $94.1 million, and residential loan originations were $12.0 million during 2024 compared to $17.5 million and $7.5 million, respectively, in 2023, reflecting the Hoyne Savings Bank’s strategy to continue to grow and diversify the loan portfolio.

Bank-Owned Life Insurance. BOLI increased $3.7 million, or 28.2%, to $17.0 million as of December 31, 2024, compared to $13.3 million as of December 31, 2023, reflecting purchases made to enhance the yield on interest-earning assets.

Deferred Tax Assets. Deferred tax assets increased $1.1 million, or 11.1%, to $10.6 million compared to $9.5 million as of December 31, 2023. The increase was primarily due to the net loss of $1.5 million recorded for the year ended December 31, 2024.

Deposits. Deposits increased $4.4 million, or 1.3%, to $357.3 million as of December 31, 2024, compared to $352.9 million as of December 31, 2023. Core deposits, which include savings, now and money market accounts, decreased $4.2 million, or 2.5%, while certificates of deposit increased $8.6 million, or 4.7%. The slight increase in deposits reflects customers’ desire to invest in higher yielding, longer duration deposit products based on the current economic and interest rate environment.

Total Equity. Total equity decreased $1.5 million, or 1.7%, to $86.2 million as of December 31, 2024, compared to $87.7 million as of December 31, 2023. The decrease was the result of the net loss of $1.5 million for the year ended December 31, 2024.

Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances. The table also reflects the yields on Hoyne Savings Bank’s interest-earning assets and costs of interest-bearing liabilities for the periods shown.

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	For the Three Months Ended March 31,
	2025								2024
	Average Outstanding Balance			Interest			Average Yield/ Rate		Average Outstanding Balance			Interest			Average Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Loans, net		$	242,472		$	3,620		5.97%		$	200,086		$	2,547		5.09%
Certificates of deposit with other financial institutions			1,230			8		2.60%			1,350			8		2.37%
Interest-bearing cash and cash equivalents			15,657			207		5.29			22,219			213		3.83
Investment securities available-for-sale			116,331			618		2.12%			133,233			835		2.51%
Investment securities held-to-maturity			33,290			209		2.51%			55,429			348		2.51%
FHLB of Chicago stock			1,166			15		5.15%			1,166			12		4.12%
Bankers’ Bank stock			992			—		%			—			—		%
Total interest-earning assets			411,138			4,677		4.55%			413,483			3,963		3.83%
Noninterest-earning assets			47,840								36,208
Total assets		$	458,978							$	449,691
Interest-bearing liabilities:
Savings accounts			101,340			70		0.28%			109,098			71		0.26%
Now accounts			44,799			2		0.02%			42,871			6		0.06%
Money market accounts			17,232			55		1.28%			18,225			44		0.97%
Certificates of deposit(1)			199,948			1,538		3.08%			185,061			1,636		3.54%
Total interest-bearing deposits		$	363,319		$	1,665		1.83%		$	355,255		$	1,757		1.98%
Total interest-bearing liabilities			363,319			1,665		1.83%			355,255			1,757		1.98%
Noninterest-bearing liabilities			8,164								7,626
Total liabilities		$	371,483			1,665				$	362,881
Equity			87,495								86,810
Total liabilities and equity		$	458,978							$	449,691
Net interest income						3,012								2,206
Interest rate spread(2)								2.72%								1.85%
Net interest-earning assets(3)			46,703								58,228
Net interest margin(4)								2.93%								2.13%
Average interest-earning assets to average-interest bearing liabilities			112.82%								116.39%

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	For the Year Ended December 31,
	2024								2023
	Average Outstanding Balance			Interest			Average Yield/ Rate		Average Outstanding Balance			Interest			Average Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Loans, net		$	210,499		$	11,526		5.48%		$	185,749		$	8,348		4.49%
Federal funds sold and interest-bearing deposits in other banks			19,688			977		4.96%			9,572			2,899		30.29%
Certificates of deposit with other financial institutions			1,350			37		2.74%			1,275			16		1.25%
Investment securities available-for-sale			126,740			3,093		2.44%			137,061			2,854		2.08%
Investment securities held to maturity			44,733			1,093		2.44%			60,209			1,253		2.08%
FHLB of Chicago stock			1,166			58		4.97%			1,166			49		4.30%
Bankers’ Bank Stock			992			15		1.51%			—			—		—%
Total interest-earning assets			405,168			16,799		4.16%			395,032			15,419		3.90%
Noninterest-earning assets			37,580								60,250
Total assets		$	442,748							$	455,282
Interest-bearing liabilities:
Savings accounts			103,663			251		0.24%			118,800			215		0.17%
Checking accounts			43,874			26		0.06%			46,031			10		0.03%
Money market accounts			17,036			189		1.11%			22,496			208		0.92%
Certificates of deposit(1)			185,289			6,619		3.57%			178,007			4,039		2.27%
Total interest-bearing deposits			349,862			7,085		2.03%			365,334			4,472		1.22%
Total interest-bearing liabilities			349,862			7,085		2.03%			365,334			4,472		1.22%
Noninterest-bearing liabilities			6,638								4,883
Total liabilities			356,500								370,217
Equity			86,248								85,065
Total liabilities and equity		$	442,748							$	455,282
Net interest income						9,714								10,947
Interest rate spread(2)								2.13%								2.68%
Net interest-earning assets(3)			54,314								29,445
Net interest margin(4)								2.40%								2.77%
Average interest-earning assets to average- interest bearing liabilities			115.52%								108.05%

(1)

CDARS added to certificates of deposit.

(2)

Equals the difference between the yield on average earning-assets and the cost of average interest-bearing liabilities.

(3)

Equals total interest-earning assets less total interest-bearing liabilities.

(4)

Equals net interest income divided by total interest-earning assets.

Rate/Volume Analysis. The following table shows the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities affected our interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate, which is the change in rate

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multiplied by prior year volume, and (2) changes in volume, which is the change in volume multiplied by prior year rate. The combined effect of changes in both rate and volume has been allocated proportionately to the change due to rate and the change due to volume.

	Three Months Ended March 31, 2025 vs. 2024									Years Ended December 31, 2024 vs. 2023
	Increase (Decrease) Due to						Total Increase (Decrease)			Increase (Decrease) Due to						Total Increase (Decrease)
	Volume			Rate						Volume			Rate
	(Dollars in thousands)
Interest-earning assets:
Loans		$	630		$	443		$	1,073		$	1,196		$	1,982		$	3,178
Federal funds sold and interest-bearing deposits in other banks			(7)			1			(6)			(9,208)			7,286			(1,922)
Certificates of deposit in other banks			(3)			3			—			1			20			21
Investment securities available-for-sale			(99)			(118)			(217)			(184)			423			239
Investment securities held-to-maturity			(139)			—			(139)			(833)			673			(160)
FHLB of Chicago stock and Bankers’ Bank stock			14			(11)			3			—			24			24
Total interest-earning assets		$	396		$	318		$	714		$	(9,028)		$	10,408		$	1,380
Interest-bearing liabilities:
Savings accounts			(1)			—			(1)			(31)			67			36
Checking accounts			—			(4)			(4)			2			14			16

Hoyne Bancorp, Inc. S-1