As filed with the Securities and Exchange Commission on October 23, 2026

Registration No. 333-298870

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1 to the

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Hometown Financial Group, Inc.

(Exact name of Registrant as specified in its charter)

36 Main Street

Easthampton, Massachusetts 01027

(413) 779-2218

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Matthew S. Sosik

Chairman and Chief Executive Officer

Hometown Financial Group, Inc.

36 Main Street

Easthampton, Massachusetts 01027

(413) 779-2218

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.

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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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 COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

The information in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED OCTOBER 23, 2026

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Primary Bank:

On behalf of the Board of Directors of Primary Bank, I am pleased to invite you to a Special Meeting of Shareholders (the “Special Meeting”) to consider and vote on an important proposed transaction affecting Primary Bank.

Primary Bank’s Board of Directors approved an Agreement and Plan of Merger, dated July 6, 2026, with Hometown Financial Group, MHC, Hometown Financial Group, Inc. (a Massachusetts corporation), Hometown Financial Group, Inc. (a Maryland corporation) and bankESB, (the “Merger Agreement”), pursuant to which Primary Bank will merge with and into bankESB (which was subsequently renamed “TruNorth Bank”) (the “Merger”), which will become a wholly-owned subsidiary of Hometown Financial Group, Inc. (a Maryland corporation) (“Newco”), a newly formed Maryland stock holding company. Newco was formed in connection with the proposed conversion of Hometown Financial Group, MHC from the mutual to stock holding company form as part of a broader reorganization transaction, which includes a public stock offering. At the effective time of the Merger, Primary Bank will cease to exist and TruNorth Bank will continue as the surviving institution.

If the Merger is completed, each share of Primary Bank common stock issued and outstanding immediately before the effective time of the Merger (other than shares held by Primary Bank as treasury stock or shares held by Primary Bank shareholders who have properly exercised dissenters’ rights under New Hampshire law) will be converted into the right to receive, at the election of the holder, either:

Elections are subject to proration so that, in the aggregate, 50% of the outstanding shares of Primary Bank common stock will be exchanged for the Cash Consideration and 50% will be exchanged for the Stock Consideration. No fractional shares of Newco common stock will be issued; holders who would otherwise receive fractional shares will receive cash in lieu thereof.

Shares of Newco common stock to be issued in connection with the Merger are expected to be listed for trading on the Nasdaq Capital Market under the ticker symbol “HFG” upon completion of the Merger. There is no current public or private market for Newco common stock. We urge you to obtain current market quotations of Primary Bank common stock (OTCID trading symbol “PRMY”).

The Primary Bank Special Meeting will be held on January 6, 2027 at 6:00 p.m., Eastern Time at the Bedford High School Auditorium, located at 47 Nashua Road, Bedford, NH 03110. Holders of Primary Bank common stock as of the close of business on November 20, 2026, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting to approve the Merger Agreement as described in this proxy statement/prospectus.

After careful consideration, your Board of Directors has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Primary Bank and its shareholders. Accordingly, your Board of Directors unanimously recommends that you vote “FOR” the proposal to approve the Merger Agreement and “FOR” the adjournment proposal described in the accompanying proxy statement/prospectus.

Please carefully review the accompanying proxy statement/prospectus, which contains detailed information about the proposed Merger, the Special Meeting, how to vote your shares and other related matters. Please carefully read this entire proxy statement/prospectus, including the “Risk Factors” section, beginning on page 11, for a discussion of the risks relating to the proposed Merger and other related matters.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided, or vote by telephone or over the Internet in accordance with the instructions on the enclosed proxy card.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities to be issued in the Merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Newco or Primary Bank, and they are not insured by the Federal Deposit Insurance Corporation, the Massachusetts Depositors Insurance Fund or any other governmental agency.

The accompanying proxy statement/prospectus is dated [ ], 2026 and is first being mailed to holders of Primary Bank common stock on or about [ ], 2026.

Primary Bank

207 Route 101

Bedford, New Hampshire 03110

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF PRIMARY BANK

To Primary Bank Shareholders:

Primary Bank’s Board of Directors approved an Agreement and Plan of Merger, dated July 6, 2026 with Hometown Financial Group, MHC, Hometown Financial Group, Inc. (a Massachusetts corporation), Hometown Financial Group, Inc., (a Maryland corporation), and bankESB (the “Merger Agreement”), pursuant to which Primary Bank will merge with and into bankESB (which was subsequently renamed TruNorth Bank), which will become a wholly-owned subsidiary of Hometown Financial Group, Inc. (a Maryland corporation) (“Newco”), a newly formed Maryland stock holding company (the “Merger”). A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus. Newco was formed in connection with the proposed conversion of Hometown Financial Group, MHC from the mutual to stock holding company form as part of a broader reorganization transaction, which includes a public stock offering. At the effective time of the Merger, Primary Bank will cease to exist and TruNorth Bank will continue as the surviving institution.

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Primary Bank (the “Special Meeting”) will be held on January 6, 2027 at 6:00 p.m., Eastern Time. We are pleased to notify you of and invite you to the Primary Bank special meeting, which will be held at Bedford High School Auditorium, 47 Nashua Road, Bedford, New Hampshire 03110.

At the Special Meeting, holders of record of Primary Bank common stock as of the close of business on the Record Date will be asked to consider and vote upon the following proposals:

The Board of Directors of Primary Bank has fixed November 20, 2026 as the record date (the “Record Date”) for the Special Meeting. Only holders of record of Primary Bank common stock at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof.

Under New Hampshire law, if the Merger is completed, Primary Bank shareholders of record who do not vote to approve the Merger Proposal, and otherwise comply with the applicable provisions of New Hampshire law pertaining to objecting shareholders, will be entitled to exercise dissenters’ rights and obtain payment in cash for the fair value of their shares of Primary Bank common stock by following the procedures set forth in this proxy statement/prospectus and under the applicable provisions of New Hampshire law. A copy of the section of the New Hampshire Business Corporation Act pertaining to dissenters’ rights is included as Annex B to this proxy statement/prospectus.

The Board of Directors of Primary Bank has unanimously approved the Merger Agreement and unanimously recommends that Primary Bank shareholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Your vote is important. Even if you plan to attend the Special Meeting, Primary Bank requests that you complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided as soon as possible, or that you submit your proxy by telephone or over the Internet in accordance with the instructions on the proxy card. You may revoke your proxy at any time before it is voted at the Special Meeting.

[●], 2026

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

SUMMARY

This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the Special Meeting.

Information about the Companies (page 10)

Hometown Financial Group, Inc. (Maryland). Newco is a Maryland corporation that has been organized to become the holding company for bankESB (which was subsequently renamed TruNorth Bank) upon completion of the MHC Conversion. Newco has not conducted any business other than organizational matters and has no material assets or liabilities. Upon completion of the MHC Conversion, Newco will be a bank holding company with its common stock listed on the Nasdaq Capital Market. Principal executive offices are located at 36 Main Street, Easthampton, Massachusetts 01027. Additional information about Newco is included in this proxy statement/prospectus.

Hometown Financial Group, Inc. (Massachusetts). Hometown Financial (Massachusetts) is a Massachusetts corporation that is currently the holding company for TruNorth Bank. Hometown Financial (Massachusetts) is a wholly-owned subsidiary of Hometown Financial Group, MHC. Upon completion of the MHC Conversion, Hometown Financial (Massachusetts) will cease to exist. Its principal executive offices are located at 36 Main Street, Easthampton, Massachusetts 01027. Additional information about Hometown Financial (Massachusetts) is included in this proxy statement/prospectus.

bankESB/TruNorth Bank. TruNorth Bank is a Massachusetts-chartered savings bank and a wholly-owned subsidiary of Hometown Financial (Massachusetts). TruNorth Bank, formerly bankESB, was renamed when it merged with bankHometown and TruNorth Bank, the other two subsidiary banks of Hometown Financial (Massachusetts) on August 21, 2026. Following the MHC Conversion, TruNorth Bank will be a wholly-owned subsidiary of Newco.

Hometown Financial Group, MHC. Hometown Financial Group, MHC is a Massachusetts-chartered mutual holding company. It is the mutual holding company parent of Hometown Financial (Massachusetts), which in turn owns all of the capital stock of TruNorth Bank. In connection with the MHC Conversion, Hometown Financial Group, MHC will convert from mutual to stock form and Newco will succeed to its rights and obligations. As of June 30, 2026, Hometown Financial Group, MHC had, on a consolidated basis, total assets of $6.94 billion, net loans of $5.32 billion, deposits of $5.81 billion and total equity capital of $755.3 million.

Primary Bank. Primary Bank is a New Hampshire-chartered bank headquartered in Bedford, New Hampshire. As of June 30, 2026, Primary Bank had total assets of $769.5 million, total deposits of $644.2 million, and total shareholders’ equity of $121.4 million. Primary Bank had 4,914,098 shares of common stock outstanding as of October 21, 2026, and 343,875 shares reserved for outstanding stock options. Primary Bank delivers a wide range of financial services for businesses and individuals in southern New Hampshire.

The Merger (page 36)

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), Primary Bank will merge with and into bankESB (which was subsequently renamed TruNorth Bank), with TruNorth Bank surviving as the resulting bank. Primary Bank’s separate corporate existence will terminate upon completion of the Merger. The Merger is subject to receipt of required regulatory approvals, approval by Primary Bank’s shareholders, completion of the MHC Conversion, the effectiveness of the SEC registration statement of which this proxy statement/prospectus forms a part, Nasdaq Stock Market listing approval and other customary closing conditions.

Merger Consideration (page 55)

Each share of Primary Bank common stock issued and outstanding immediately before the effective time of the Merger (other than shares held by Primary Bank as treasury stock and shares held by shareholders who have properly exercised dissenters’ rights under New Hampshire law) will be converted into the right to receive, at the election of the holder, either:

The Cash Consideration and Stock Consideration are collectively referred to as the “Merger Consideration.” The Merger is structured so that 50% of the outstanding shares of Primary Bank common stock (on an aggregate basis) will be converted into the Cash Consideration and 50% will be converted into the Stock Consideration. If holders elect more Cash Consideration or more Stock Consideration than is available, proration procedures will apply so that the overall mix achieves the 50%/50% split.

The Exchange Ratio of 3.1 shares of Newco common stock is based on an assumed Conversion Offering price of $10.00 per share of Newco common stock in the MHC Conversion. If the Conversion Offering price is adjusted from $10.00 per share, the Exchange Ratio will be adjusted proportionally so that the per share value of the Stock Consideration equals $31.00.

No fractional shares of Newco common stock will be issued in connection with the Merger. In lieu of any fractional share, each holder who would otherwise be entitled to receive a fractional share will receive cash in an amount equal to the Conversion Offering price multiplied by the fraction of a share to which such holder would otherwise be entitled.

Treatment of Stock Options (page 56)

Each option to purchase shares of Primary Bank common stock that is outstanding and unexercised immediately before the effective time of the Merger, whether or not vested, will be cancelled and converted into the right to receive a cash payment equal to the product of (1) the total number of shares of Primary Bank common stock subject to such option multiplied by (2) the excess of $33.00 over the per share exercise price of such option, less applicable withholding taxes.

The MHC Conversion (page 77)

Before the closing of the Merger, Hometown Financial Group, MHC will convert from the mutual to stock form pursuant to Massachusetts law. In connection with the MHC Conversion, Newco has been organized as a Maryland corporation to succeed to all of the rights and obligations of Hometown Financial Group, MHC and Hometown Financial (Massachusetts) as the current holding companies of TruNorth Bank. Newco will offer shares of its common stock on a priority basis to eligible depositors of TruNorth Bank and certain other eligible persons in connection with the MHC Conversion in a subscription offering and, to the extent shares remain available, to members of TruNorth Bank’s local community and the general public (which we may refer to collectively as the “Conversion Offering,” “stock offering” or “offering” in this proxy statement/prospectus). Newco will also contribute an amount of shares of its common stock equal to 4% of the shares sold in the Conversion Offering to a newly formed charitable foundation. Completion of the MHC Conversion and Conversion Offering is a condition to the closing of the Merger, and Newco currently intends to consummate the MHC Conversion and Conversion Offering immediately prior to the closing of the Merger. The Hometown Parties must receive the approvals of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and the Massachusetts Division of Banks to complete the MHC Conversion and Conversion Offering.

Regulatory Approvals (page 52)

Completion of the Merger requires the receipt of required approvals or non-objections from the following regulatory authorities:

There can be no assurance that the required regulatory approvals will be obtained, or that such approvals will be obtained on a timely basis or without the imposition of conditions.

Conditions to Completion of the Merger (page 62)

Completion of the Merger is subject to the satisfaction or waiver of the following conditions, among others:

No Solicitation (page 60)

The Merger Agreement provides that Primary Bank will not, and will cause its subsidiaries and representatives not to, directly or indirectly: (1) initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any Acquisition Proposal (as defined herein), (2) engage or participate in any negotiations with any person concerning any Acquisition Proposal, or (3) provide any confidential or non-public information or data to, or have or participate in any discussions with, any person relating to any Acquisition Proposal.

Notwithstanding the foregoing, if Primary Bank receives an unsolicited Acquisition Proposal that the Primary Bank Board of Directors determines in good faith (after receiving the advice of its financial advisors and outside legal counsel) constitutes or is reasonably likely to lead to a Superior Proposal (as defined herein) and failure to take such actions would be more likely than not to result in a violation of its fiduciary duties under applicable law. Primary Bank may, subject to complying with certain notice and other requirements set forth in the Merger Agreement, engage in discussions or negotiations with, and furnish nonpublic information to, the person making such proposal.

Termination (page 63)

The Merger Agreement may be terminated at any time prior to the effective time of the Merger under certain circumstances, including:

Termination Fee (page 63)

Primary Bank has agreed to pay Newco a termination fee of $6.25 million in cash if the Merger Agreement is terminated under specified circumstances, including: if an Acquisition Proposal has been made known to Primary Bank and (A) (x) thereafter the Merger Agreement is terminated by either the Hometown Parties or Primary Bank if the Merger Agreement has not been terminated by July 6, 2027, without receipt of the required vote by the Primary Bank shareholders, or (y) thereafter the Merger Agreement is terminated by the Hometown Parties as a result of a willful breach of the Merger Agreement by Primary Bank, or (z) the Merger Agreement is terminated by either the Hometown Parties or Primary Bank after Primary Bank has failed to obtain the required vote of its shareholders and (B) before the date that is 12 months after the date of such termination, Primary Bank enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal. Primary Bank will pay such termination fee, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction.

Board Recommendation (page 32)

The Board of Directors of Primary Bank has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Primary Bank and its shareholders. The Primary Bank Board of Directors unanimously recommends that Primary Bank shareholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Interests of Primary Bank Directors and Executive Officers (page 51)

In considering the recommendation of the Primary Bank Board of Directors with respect to the Merger, Primary Bank’s shareholders should be aware that certain of Primary Bank’s directors and officers have interests in the Merger that may be different from, or in addition to, the interests of Primary Bank shareholders generally. The Primary Bank Board of Directors was aware of these interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in recommending approval of the Merger. These interests include, among others the following:

Primary Bank’s Board of Directors was aware of these interests, including the material terms thereof, and considered them, among other matters, in making its recommendation that Primary Bank’s shareholders vote to approve the Primary Bank merger proposal. For more information, see “The Merger — Background of the Merger” beginning on page 36 and “The Merger — Primary Bank’s Reasons for the Merger; Recommendation of the Primary Bank Board of Directors” beginning on page 39. These interests, among others, are described in more detail, and certain of them are quantified, in the section entitled “The Merger — Interests of Primary Bank Directors and Executive Officers in the Merger” beginning on page 51.

Material U.S. Federal Income Tax Consequences of the Merger (page 65)

The Merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the Merger that each of Hometown Parties and Primary Bank receives a legal opinion to the effect that the Merger will so qualify.

If the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes:

U.S. holders of Primary Bank common stock receiving cash in lieu of fractional shares of Stock Consideration will generally recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its fractional share of Stock Consideration.

You should be aware that the tax consequences to you of the Merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the Merger. For a more complete discussion of the material U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 65.

Dissenters’ Rights (page 54)

Under New Hampshire law, holders of Primary Bank common stock who do not vote to approve the Merger and who properly exercise dissenters’ rights will be entitled to receive the fair value of their shares in cash instead of the Merger Consideration. However, it is a condition to the obligation of Newco to complete the Merger that the aggregate number of dissenting shares of Primary Bank common stock not exceed 10% of the issued and outstanding shares of Primary Bank common stock entitled to vote at the special meeting. If dissenters’ rights are exercised by holders of more than 10% of such shares, Newco will have the right to terminate the Merger Agreement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the expected timing, completion, and effects of the proposed Merger, MHC Conversion and the Conversion Offering; the anticipated benefits of the Merger, including anticipated cost savings, revenue enhancements, and other synergies; the integration of Primary Bank with TruNorth Bank; future financial and operating performance of the combined company; the competitive environment and business strategies of the combined company; and general market, economic, and regulatory conditions.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates,” “projects,” or the negative thereof or variations thereon or similar terminology. These statements are based on current plans, estimates, assumptions, and expectations, which involve inherent risks and uncertainties. Actual results could differ materially from those projected in these forward-looking statements due to a number of factors, including:

None of the Hometown Parties or Primary Bank undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

INFORMATION ABOUT THE COMPANIES

Hometown Financial Group, Inc. (Maryland)

Newco is a Maryland corporation that has been organized to become the holding company for bankESB (which was subsequently renamed TruNorth Bank) upon completion of the MHC Conversion. Newco has not conducted any business other than organizational matters and has no material assets or liabilities. Upon completion of the MHC Conversion and Merger, Newco will be a bank holding company and its common stock will be listed on NASDAQ. Principal executive offices are located at 36 Main Street, Easthampton, Massachusetts 01027. Additional information about Newco is included in this proxy statement/prospectus.

Hometown Financial Group, Inc. (Massachusetts)

Hometown Financial (Massachusetts) is a Massachusetts corporation that is currently the holding company for TruNorth Bank. Hometown Financial (Massachusetts) is a wholly-owned subsidiary of Hometown Financial Group, MHC. Upon completion of the MHC Conversion and Merger, Hometown Financial (Massachusetts) will cease to exist and Newco will succeed to its rights and obligations. Its principal executive offices are located at 36 Main Street, Easthampton, Massachusetts 01027. Additional information about Hometown Financial (Massachusetts) is included in this proxy statement/prospectus.

TruNorth Bank

TruNorth Bank is a Massachusetts-chartered savings bank and a wholly-owned subsidiary of Hometown Financial (Massachusetts). TruNorth Bank, formerly bankESB, was renamed when it merged with bankHometown and TruNorth Bank, the other two subsidiary banks of Hometown Financial (Massachusetts) on August 21, 2026. Following the MHC Conversion, TruNorth Bank will be a wholly-owned subsidiary of Newco.

Hometown Financial Group, MHC

Hometown Financial Group, MHC is a Massachusetts-chartered mutual holding company. It is the mutual holding company parent of Hometown Financial (Massachusetts), which in turn owns all of the capital stock of TruNorth Bank. In connection with the MHC Conversion, Hometown Financial Group, MHC will cease to exist and Newco will succeed to its rights and obligations. As of June 30, 2026, Hometown Financial Group, MHC had, on a consolidated basis, total assets of $6.94 billion, net loans of $5.32 billion, deposits of $5.81 billion and total equity capital of $755.3 million.

Primary Bank

Primary Bank is a New Hampshire-chartered bank headquartered in Bedford, New Hampshire. As of June 30, 2026, Primary Bank had total assets of $769.5 million, total deposits of $644.2 million, and total shareholders’ equity of $121.4 million. Primary Bank had 4,914,098 shares of common stock outstanding as of October 21, 2026, and 343,875 shares reserved for outstanding stock options. Primary Bank delivers a wide range of financial services for businesses and individuals in southern New Hampshire.

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before deciding how to vote on the proposals described herein. The risks described below are not the only risks associated with the Merger, the MHC Conversion, the Conversion Offering and ownership of Newco common stock. Additional risks and uncertainties not currently known or that are currently deemed to be immaterial may also materially and adversely affect the business, financial condition, and results of operations of the combined company.

Risk Factors Summary

Risks related to the Merger include:

Risks related to Newco’s business include:

Risks Relating to the Merger

The Merger may not be completed on the expected timeline or at all.

The completion of the Merger is subject to various conditions, including the receipt of required regulatory approvals, the approval of Primary Bank’s shareholders and the completion of the MHC Conversion and the Conversion Offering. There can be no assurance that the Merger will be completed on the timeline currently anticipated, or at all. Regulatory agencies may impose conditions, limitations, or requirements that delay the completion of the Merger or reduce the anticipated benefits of the Merger. Any delay in completing the Merger could cause the combined company not to realize some or all of the benefits that the parties expect to achieve if the Merger is successfully completed within its expected timeframe. If the Merger is not completed, the parties will have incurred substantial expenses and diverted significant management attention and resources without realizing the expected benefits.

Failure to complete the Merger could negatively affect Primary Bank.

If the Merger is not completed for any reason, Primary Bank may be subject to a number of material risks, including the following: (1) Primary Bank may be required to pay the $6.25 million termination fee to Newco under certain circumstances; (2) the market price of Primary Bank common stock may decline to the extent that the current price reflects a market assumption that the Merger will be completed; (3) Primary Bank’s business may have been harmed by the diversion of the attention of its management and employees from day-to-day operations to complete the Merger; and (4) Primary Bank may have difficulty retaining key personnel.

Primary Bank shareholders cannot be certain of what the value of the Stock Consideration they will receive will be after the Merger.

There is currently no established trading market for Newco common stock, and there can be no assurance that an active trading market will develop or be maintained following completion of the Merger and the Conversion Offering, or that the market price of Newco common stock will not decline below the Conversion Offering price following the Merger.

Proration may result in a different mix of consideration than elected.

Because the Merger is structured so that 50% of Primary Bank shares (in the aggregate) will be converted into the Cash Consideration and 50% will be converted into the Stock Consideration, if shareholders elect more Cash Consideration or more Stock Consideration than is available, proration procedures will apply. As a result, you may receive a different mix of the Cash Consideration and the Stock Consideration than you elect, and you may have a different tax outcome than you anticipated based on your election. You should not make financial or tax plans assuming that your election will be fully honored.

Primary Bank’s directors and executive officers have interests that may differ from those of shareholders.

Certain of Primary Bank’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Primary Bank shareholders generally. These interests include employment agreements with members of Primary Bank management, anticipated board positions with Newco, and continued indemnification and directors’ and officers’ liability insurance coverage. These interests may have influenced Primary Bank’s directors and officers in making their recommendation that shareholders vote to approve the Merger. You should consider these interests in evaluating the recommendation of the Primary Bank Board of Directors.

Certain of Primary Bank’s shareholders have executed voting and lock-up agreements that requires each such shareholder to vote in favor of the approval and adoption of the Merger Agreement.

The directors and certain executive officers of Primary Bank each entered into a voting and lock-up agreement with Hometown Financial (Massachusetts) at the time the Merger Agreement was initially executed. Under the terms of the voting and lock-up agreement, such directors and executive officers have agreed to vote their shares of Primary Bank common stock in favor of the Merger, and against any action or agreement that would prevent, impede, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and against any alternative acquisition proposal. In addition to agreeing to vote their shares in favor of the Merger, the agreements require the directors and executive officers, with regard to any shares they receive as consideration in the Merger to: (1) hold all such shares for one year following the Merger and at least 50% of such shares for the second year following the Merger; and (2) vote such shares in favors of all proposals submitted to Newco stockholders that have been recommended by management. See the section entitled “The Merger — Voting and Lock-Up Agreements.”

The Merger Agreement restricts Primary Bank’s business activities pending the Merger.

Under the Merger Agreement, Primary Bank has agreed to certain restrictions on its operations pending completion of the Merger. Subject to certain exceptions, Primary Bank is required to conduct its operations in the ordinary course of business consistent with past practice and is prohibited from taking certain actions without the consent of Newco, including paying dividends (above specified amounts), making significant acquisitions, hiring key personnel outside the ordinary course, making material changes to its employee benefit plans, or engaging in certain transactions above specified thresholds. These restrictions may prevent Primary Bank from pursuing business opportunities or responding to competitive developments or adverse changes in market conditions that arise before the Merger is completed, which could have a material adverse effect on Primary Bank’s business, financial condition, and results of operations.

Regulatory approvals may not be received, may be delayed, or may impose burdensome conditions.

Before the Merger may be completed, various approvals or non-objections must be obtained from state and federal banking regulators, including the Federal Reserve Board, the Massachusetts Division of Banks, and the New Hampshire Banking Department. These governmental authorities may impose conditions, limitations, or requirements as a condition of approving the Merger, or may require changes to the terms of the Merger or to the post-Merger operations of the combined company. Any required divestitures, changes in business practices, or other conditions could reduce the anticipated benefits of the Merger. There can be no assurance that the required regulatory approvals will be obtained on a timely basis or at all, or that they will not impose conditions or requirements that would have a material adverse effect on the combined company.

The combined company may not realize the anticipated benefits of the Merger.

The Merger involves the combination of two companies that currently operate as independent banking institutions. The anticipated benefits of the Merger are based on projections and assumptions about the future operations of the combined company, including anticipated cost savings, revenue enhancements, and operational synergies. These projections and assumptions may prove to be inaccurate, and the actual results of the Merger may differ materially from those anticipated. The integration of Primary Bank with TruNorth Bank may be more difficult, costly, or time-consuming than anticipated, and unexpected costs or difficulties may arise in connection with the integration. Failure to realize the anticipated benefits of the Merger could have a material adverse effect on the financial condition and results of operations of the combined company.

Risks Relating to the MHC Conversion

The MHC Conversion is a condition to the Merger; failure to complete the Conversion will prevent the Merger from closing.

Completion of the MHC Conversion and the Conversion Offering is a condition to the obligation of both the Hometown Parties and Primary Bank to consummate the Merger. If the MHC Conversion cannot be completed — including because the Conversion Offering does not raise sufficient proceeds or the required regulatory approvals for the MHC Conversion are not obtained — then the Merger will not be consummated even if all other conditions to the Merger have been satisfied. In such event, Primary Bank shareholders will not receive the Merger Consideration.

The number of shares in the Conversion Offering may change.

The Conversion Offering price will be determined based on an independent appraisal of the pro forma market value of Newco conducted by a qualified independent appraisal firm in accordance with the requirements of the Federal Reserve Board and the Massachusetts Division of Banks. The final offering price and the number of shares of Newco common stock to be sold in the Conversion Offering may differ from the estimated share count described in this proxy statement/prospectus. Changes in market conditions, interest rates, or the financial condition of TruNorth Bank between the time of the initial appraisal and the completion of the Conversion Offering may result in a revised appraisal that changes the number of shares offered.

Risks Relating to Tax Consequences

The tax consequences of the Merger may differ from those anticipated.

The tax consequences of the Merger to a particular Primary Bank shareholder will depend on that shareholder’s specific situation, including the mix of the Cash Consideration and the Stock Consideration received (after giving effect to the application of the proration procedures), the shareholder’s tax basis in Primary Bank common stock, the shareholder’s holding period, and other factors. The tax opinions to be delivered as a condition to the Merger will not address the tax consequences to any particular shareholder. You are urged to consult your own tax advisor to determine the specific tax consequences of the Merger to you in light of your individual circumstances.

If the Merger fails to qualify as a reorganization, shareholders receiving stock consideration would recognize taxable gain.

The Merger is intended to qualify as a reorganization under Section 368(a) of the Code. If the Merger fails to so qualify — for example, because one or more of the conditions to that qualification are not satisfied, or because the Internal Revenue Service (the “IRS”) or a court subsequently determines that the Merger does not satisfy the requirements of Section 368(a) — Primary Bank shareholders who receive the Stock Consideration (or a combination of the Cash Consideration and the Stock Consideration) would generally be required to recognize gain or loss on the full amount of Merger Consideration received, measured by reference to the fair market value of the stock consideration received plus any cash received, in excess of the shareholder’s adjusted tax basis in the Primary Bank common stock surrendered. The tax opinions delivered as a condition to the

Merger will be based on certain representations and assumptions, and the conclusions expressed therein will not be binding on the IRS or any court.

Risks Related to Dissenters’ Rights

Exercise of dissenters’ rights by more than 10% of Primary Bank shareholders could prevent the closing of the Merger.

It is a condition to Newco’s obligation to complete the Merger that the aggregate number of dissenting shares of Primary Bank common stock not exceed 10% of the issued and outstanding shares entitled to vote at the special meeting. Under New Hampshire law, holders of Primary Bank common stock who do not vote in favor of the Merger and who comply with all applicable procedural requirements may be entitled to receive the fair value of their shares in cash. If holders of more than 10% of Primary Bank common stock properly exercise dissenters’ rights, Newco will have the right to elect not to proceed with and to terminate the Merger Agreement. In such case, Primary Bank shareholders would not receive the Merger Consideration.

Even if the Merger is completed notwithstanding the exercise of dissenters’ rights by shareholders, the cost of paying the fair value of dissenting shares may exceed the Merger Consideration that would otherwise have been payable to dissenting shareholders, which could reduce the resources available to fund the operations and integration of the combined company.

Risks Related to the Business of Newco and TruNorth Bank

For the purposes of this discussion, the terms “we,” “us,” and “our,” refer to Newco and/or TruNorth Bank, as the context requires, references to the “conversion” mean the MHC Conversion and references to the “offering” or “stock offering” mean the Conversion Offering.

Risks Related to Our Lending Activities

Our historical emphasis on one- to four-family residential mortgage loans exposes us to lending risks.

At June 30, 2026, one- to four-family residential mortgage loans totaled $2.04 billion, or 37.3% of total loans. One- to four-family 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. Additionally, declines in regional real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.

Our commercial real estate loans involve credit risks that could adversely affect our financial condition and results of operations.

At June 30, 2026, commercial real estate loans totaled $1.87 billion, or 34.3% of total loans. Given their larger balances and the complexity of the underlying collateral, commercial real estate loans generally have more risk than the one- to four-family residential real estate loans we originate. Commercial real estate loans also typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. These loans also expose us to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate. In addition, if we foreclose on commercial real estate loans, our holding period for the collateral may be longer than for a single-family residential property if there are fewer potential purchasers of the collateral. Furthermore, if loans that are collateralized by commercial real estate become troubled and the value of the real estate has been significantly impaired, then 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. Because the repayment of commercial real estate loans depends on the successful management and operation of the borrower’s properties or related businesses, their repayment can be affected by adverse conditions in the local real estate market or economy. A downturn in the real estate market or the local economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of non-performing loans. As our commercial real estate loan portfolio and the average size of individual commercial real estate loans increase, the corresponding risks and potential for losses from these loans may also increase.

Our non-owner occupied commercial real estate loans may expose us to increased credit risk.

At June 30, 2026, $1.34 billion, or 24.5% of our total loan portfolio and 69.8% of our commercial loan portfolio, consisted of loans secured by non-owner occupied commercial real estate loans. At June 30, 2026, $19.6 million, or 1.5% of these loans were past due. Loans secured by non-owner occupied properties generally expose a lender to greater risk of non-payment and loss than loans secured by owner occupied properties because repayment of such loans depends primarily on the tenant’s continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner’s ability to repay the loan without the benefit of a rental income stream. In addition, the physical condition of non-owner occupied properties may be below that of owner occupied properties due to lax property maintenance standards that negatively impact the value of the collateral properties.

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

A majority of our loans are made to borrowers and secured by collateral within our primary market area. As a result, we face greater risk of loan defaults and losses if there is economic downturn in our primary market area, as adverse economic conditions may have a negative effect on the ability of our borrowers to make timely repayments on their loans. Although our primary market area consists of diverse businesses and there is no single employer group concentration that impacts a significant number of our customers, a significant rise in unemployment and/or personal or business bankruptcies and a significant decline in real estate values could have a material adverse effect on our primary market area, including its commercial real estate market. Furthermore, a return of recessionary conditions and/or negative developments in the domestic and international credit markets caused by inflation, tariff wars, acts of terrorism, civil unrest, an outbreak of hostilities or other international or domestic calamities, an epidemic or pandemic, unemployment or other factors beyond our control may significantly affect the markets in which we do business, the value of our loans, investments, and collateral securing our loans, and our ongoing operations, costs and profitability. Any of these negative events may result in higher-than-expected loan delinquencies, increase our levels of non-performing and classified assets, and reduce demand for our products and services, which may cause us to incur losses and may adversely affect our capital, liquidity and financial condition.

Our primary market area consists of Massachusetts and certain markets in adjacent states. Massachusetts maintains a stable, innovation-driven economy that ranks among the strongest in the United States, though it faces ongoing pressures regarding cost of living and shifting labor dynamics. The Massachusetts economy in 2026 has remained broadly resilient with continued gross domestic product growth and strong productivity gains, but vulnerabilities associated with an aging workforce, decreased immigration, and an uncertain federal policy environment threaten future labor growth. A significant economic policy factor is the decrease in federal funding to educational institutions, which are prevalent in Massachusetts. The Massachusetts economy continues to be supported by strong growth in the information technology sector, which has offset the weakness in most other industries. The central driver remains the combination of the state’s large research, technology, and specialized services base with outsized investments in advanced computing and artificial intelligence. Aggregate job growth by industry has remained concentrated within the health care and education sectors, while prior support from the construction and manufacturing sectors has moderated. Subdued hiring momentum, job losses in specific industries, and increased retirement activity among older workers have limited recent labor force growth in Massachusetts. The Massachusetts housing market shows steady, resilient pricing near historic highs, though the double-digit price growth seen in prior years has moderated into a more sustainable pace. Massachusetts home values are currently near record highs, but price growth has mostly flattened in 2026.

Our commercial business loans involve credit risks that could adversely affect our financial condition and results of operations.

At June 30, 2026, commercial business loans totaled $393.0 million, or 7.2% of total loans. We intend to increase our originations of commercial loans. Unlike residential real estate loans, which generally are made on the basis of the borrower’s ability to make repayment from their employment or other income and are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made based on the borrower’s ability to make repayment from the cash flows of the borrower’s business, and any collateral securing these loans may be difficult to appraise, may fluctuate in value, and may depreciate over time. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Commercial business loans also typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. In addition, our commercial business loans may be secured by collateral other than real estate, such as inventory and

accounts receivable, the value of which may be more difficult to appraise, control or collect and may be more susceptible to fluctuation in value at the time of default. As our commercial business loan portfolio increases, the corresponding risks and potential for losses from these loans may also increase.

If our allowance for credit losses is not sufficient to cover actual credit losses, our earnings could decrease.

We maintain an allowance for credit losses on loans, which is established through a provision for credit losses that represents management’s best estimate of the current expected losses within the loan portfolio. 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. In determining the amount of the allowance for credit losses on loans, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions or the results of our analyses are incorrect, our allowance for credit losses on loans may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. Material additions to our allowance for credit losses on loans would materially decrease our profitability.

Our bank regulators and independent auditors also periodically review our allowance for credit losses and, as a result of such reviews, we may be required to increase our provision for credit losses or recognize further loan charge-offs. Any increase in our allowance for credit losses or loan charge-offs as a result of such review or otherwise may have a material adverse effect on our financial condition and results of operations.

Our mortgage banking operations are subject to risks associated with the secondary mortgage market.

We generate non-interest income from gains on the sale of single-family mortgage loans. During the year ended June 30, 2026, TruNorth Mortgage originated $458.1 million of one- to four-family residential mortgage loans, $151.6 million of which were sold in the secondary market, generating non-interest income of $1.8 million. At June 30, 2026, TruNorth Mortgage was servicing $525.0 million of one- to four-family residential real estate loans that had been sold to third parties. Such loan servicing fees totaled $887,000 for the year ended June 30, 2026.

Our single-family mortgage loans are sold pursuant to programs offered by established agency, government, and other investor channels, including Fannie Mae, Freddie Mac and the Federal Home Loan Bank. These entities account for a substantial portion of the secondary market in residential mortgage loans. Any changes in these programs, our eligibility to participate in such programs, the criteria for loans to be accepted or laws that significantly affect the activity of such entities could, in turn, adversely affect our mortgage banking operations and non-interest income.

Secondary mortgage markets are subject to fluctuations in interest rates, investor demand for residential mortgage loans and increased investor yield requirements for these loans. These conditions may change in the future. Secondary market illiquidity may cause us to hold residential mortgages that were intended for sale for prolonged periods or to reduce our origination volumes, which could have an adverse effect on our financial condition and results of operations. Subject to market conditions, we have historically sold, with servicing rights retained, a significant majority of the long-term, fixed-rate one- to four-family residential mortgage loans that we originate, while retaining shorter-term fixed-rate and all adjustable-rate one- to four-family residential real estate loans in our portfolio, to manage interest rate risk and to generate non-interest income. More recently, however, we have retained a portion of the longer-term fixed-rate loans for balance sheet diversification purposes.

Additionally, secondary market sales agreements contain representations and warranties related to, among other things, the origination and characteristics of the mortgage loans. We may be required to repurchase mortgage loans that we have sold in cases of borrower default or breaches of these representations and warranties. If we are required to repurchase mortgage loans or provide indemnification or other recourse, this could increase our costs and thereby affect our future earnings.

Our construction loans involve credit risks that could adversely affect our financial condition and results of operations.

At June 30, 2026, we had $245.3 million in construction loans, or 4.5% of our total loan portfolio, $174.3 million, or 71.0%, of which consisted of commercial construction loans. Construction lending involves additional risks when compared with permanent finance lending because funds are advanced upon the security of the project, which is of uncertain value before its completion. Because of the uncertainties inherent in estimating construction costs, the possibility of delays and cost overruns as

well as the market value of the completed project and the effects of governmental regulation of real property, it can be difficult to accurately evaluate the total funds required to complete a project and the related loan-to-value ratio. In addition, generally during the term of a construction loan, interest may be funded by the borrower or disbursed from an interest reserve set aside from the construction loan budget. These loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. When projects move slower than anticipated, the properties may have significantly lower values than when the original underwriting was completed, resulting in lower collateral values to support the loan. Extended time frames may also cause the interest carrying cost for projects to be higher than the builder projected, negatively impacting the builder’s profit and cash flows and, therefore, their ability to make principal and interest payments. If the appraised value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. As our construction loan portfolio increases, the corresponding risks and potential for losses from these loans may also increase, which could adversely affect our business, financial condition and results of operations.

Risks Related to Market Interest Rates

Prevailing high market interest rates can negatively impact our profits and asset values.

Net income is the amount by which net interest income and non-interest income exceed non-interest expense and the provision for credit losses. Net interest income makes up a majority of our income and is based on the difference between the interest income we earn on interest-earning assets, such as loans and securities, and the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

Like many financial institutions, our interest-bearing liabilities generally have shorter contractual maturities than our interest-earning assets. Furthermore, the rates we earn on our other interest-earning assets and the rates we pay on our interest-bearing liabilities are generally fixed for a contractual period of time. This imbalance can create significant earnings volatility because market interest rates change over time. Generally, in a period of rising interest rates, the interest income we earn on our interest-earning assets may not increase as rapidly as the interest we pay on deposits and other interest-bearing liabilities. Conversely, in a period of declining interest rates, the interest income we earn on our interest-earning assets may decrease more rapidly than the interest we pay on our interest-bearing liabilities, as borrowers prepay mortgage loans and as mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower, prevailing interest rates. An inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can negatively impact a financial institution’s net interest margin and create financial risk for financial institutions that originate primarily longer-term, fixed-rate mortgage loans.

An increase in market interest rates may reduce demand for our loan products, which would hinder our loan originations and, accordingly, our growth efforts and profitability. During periods of reduced loan demand, our results of operations may also be adversely affected by the decline in mortgage loan origination activity. Our mortgage banking division generates revenues from gains on the sale of mortgage loans and mortgage servicing rights. We also earn interest on loans held for sale while awaiting delivery to our investors.

Any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, changes in interest rates can still have a material adverse effect on our financial condition and results of operations. 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 of Hometown Financial Group, MHC – Management of Market Risk.”

Changes in the estimated fair value of debt securities may reduce stockholders’ equity.

At June 30, 2026, we maintained a debt securities portfolio of $733.7 million, all of which was classified as available-for-sale. The estimated fair value of the available-for-sale debt securities portfolio may change depending on changes in interest rates, the credit quality of the underlying issuer, market liquidity and other factors. Stockholders’ equity increases or decreases by the amount of the change in the unrealized gain or loss (the difference between the estimated fair value and the amortized cost) of

the available-for-sale debt securities portfolio, net of the related tax expense or benefit, under the category of accumulated other comprehensive income (loss). At June 30, 2026, we reported $9.8 million in accumulated other comprehensive loss on the available-for-sale investment securities portfolio. A decline in the estimated fair value of this portfolio will result in a decline in stockholders’ equity, as well as book value per common share. A decrease could occur even though the securities are not sold.

Risks Related to Economic Conditions

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. Recently, there has been a rise in inflation. The Federal Reserve Board may raise 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 non-interest 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.

A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.

Local and regional economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions, especially local conditions, could have the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations, and could more negatively affect us compared to a financial institution that operates with more geographic diversity:

Moreover, a significant decline in general economic conditions caused by inflation, recession, trade wars, acts of terrorism, civil unrest, an outbreak of hostilities or other international or domestic calamities, an epidemic or pandemic, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Risks Related to Our Liquidity and Funding

Our inability to generate core deposits may cause us to rely more heavily on wholesale funding strategies for funding and liquidity needs, which could have an adverse effect on our profitability.

Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities, loan sales and income on other interest-earning assets. The considerable competition for deposits in our market area has made, and may continue to make, it difficult for us to obtain

reasonably priced deposits. Moreover, deposit balances can decrease if customers perceive alternative investments as providing a better return. If we are not able to increase our lower-cost transactional deposits at a level necessary to fund our asset growth or deposit outflows, we may be forced to seek other sources of funds, including higher-rate certificates of deposit, Federal Home Loan Bank advances, brokered deposits and lines of credit, which may be more expensive and have an adverse effect on our net interest margin and profitability.

Our funding sources may prove insufficient to replace deposits at maturity and support our future growth.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth, repayments and maturities of loans and investments and loan sales. These include available credit facilities with the Federal Home Loan Bank of Boston, correspondent banks, and the Federal Reserve Bank of Boston. At June 30, 2026, we had the ability to borrow $1.99 billion from the Federal Home Loan Bank of Boston, of which $157.4 million was outstanding. At June 30, 2026, we also had a $51.5 million line of credit with the Federal Reserve Bank of Boston, including available borrowing capacity through the discount window and borrower-in-custody program, with no borrowings outstanding. At June 30, 2026, we had $55.0 million of available lines of credit with correspondent banks, including a $5.0 million U.S. Bank federal funds line, with no borrowings outstanding under any of them. As we continue to grow, we may depend more on these other sources, which may also include Federal Home Loan Bank borrowings and brokered deposits. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected.

Municipal deposits are an important source of funds for us and a reduced level of such deposits may hurt our profits.

Municipal deposits are an important source of funds for our lending and investment activities. As of June 30, 2026, we had $772.3 million in municipal deposits from 220 different municipalities and governmental entities, representing 13.3% of total deposits. If we are unable to retain such funds, it could have an adverse effect on our liquidity. In addition, our municipal deposits are primarily demand deposit accounts or short-term deposits and therefore are more sensitive to changes in interest rates. If we are forced to pay higher rates on our municipal deposits to retain those funds, or if we are unable to retain those funds and we are forced to turn to other sources for our lending and investment activities, our interest expense may be higher than the rates we are paying on our municipal deposits, which could adversely affect our net income.

Risks Related to Our Growth Strategies

Our business strategy includes an emphasis on organic growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our organic growth effectively. Growing our operations organically could also cause our expenses to increase faster than our revenues.

Although mergers and acquisitions have historically been a part of our growth strategy, we expect to focus more heavily on organically growing our assets and deposits, and the scale of our operations, following the recent consolidation of our subsidiary bank brands into a single, unified brand. Achieving such organic growth will require us to gain a greater share of existing customers’ overall banking business and 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, 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 deposit and lending capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established presence and that require alternative delivery methods. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in modernizing existing facilities, opening new branches or deploying new services.

Acquisition transactions involve execution, financial and other risks.

We have historically and may continue to pursue acquisition opportunities that complement our business plan and strategies should they arise. Among the risks of acquisitions are failure to complete a proposed transaction, including because of failure to obtain required approvals or satisfy closing conditions, failure to effectively integrate the operations of an acquired institution with our own, and failure to effectively manage the operations of the larger combined company so as to realize the expected benefits, financial and otherwise, of a transaction. 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 that 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 Laws and Regulations

Imposition of limits on commercial and multi-family real estate lending activities by bank regulators could curtail our growth and adversely affect our earnings.

In 2006, the Federal Reserve Board and other federal bank regulatory agencies (collectively, the “agencies”) issued guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). Although the CRE Guidance does not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure could receive increased supervisory scrutiny where total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s total risk-based capital, and the outstanding balance of the commercial real estate loan portfolio has increased by approximately 50% during the preceding 36 months. In 2015, the agencies released a new statement on prudent risk management for commercial real estate lending (the “2015 Statement”), which reiterated its intent to continue “to pay special attention” to commercial real estate lending activities and concentrations going forward.

At June 30, 2026, we did not have an excess concentration in commercial real estate loans under the CRE Guidance, and do not expect our acquisition of Primary Bank to cause any such excess concentration. If the Federal Reserve Board, our primary federal regulator, were to impose restrictions on the amount of commercial real estate loans we can hold in our portfolio or, due to our commercial real estate concentrations, 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, our earnings would be adversely affected.

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

Newco will be, and TruNorth Bank is, subject to extensive regulation, supervision and examination by the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Massachusetts Division of Banks. Such regulation and supervision govern the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors of TruNorth Bank, rather than for our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the adequacy of the level of our allowance for credit losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, executive order, regulations, legislation or supervisory action, may have a material impact on our operations.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

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 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.

Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

Additionally, Congress and the presidential administration control fiscal policy through decisions on taxation and expenditures and executive orders. Depending on industries and markets involved, changes to tax law and increased or reduced public expenditures could affect us directly or the business operations of our customers.

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.

Newco qualifies as an “emerging growth company” under the federal securities laws. For as long as we continue to qualify as an emerging growth company, we may choose to take advantage of exemptions from various public company reporting requirements that are not available to public companies that do not qualify as 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 non-binding advisory vote on executive compensation. As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent auditors audit our internal control over financial reporting. In addition, as an emerging growth company, we have elected to take advantage of the extended transition periods for adopting new or revised financial accounting standards until the date they are required to be adopted by private companies (however, if any new or revised financial accounting standards would not apply to private companies, we would not be able to delay their adoption). Accordingly, our financial statements may not be comparable to those of public companies that adopt new or revised financial accounting standards as of an earlier date. Investors may find our common stock less attractive since we have chosen to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

We are a holding company and will depend on TruNorth Bank for dividends, distributions, and other payments.

Newco is a legal entity separate and distinct from TruNorth Bank. The revenues and cash flows of Newco (on a non-consolidated basis) will be derived primarily from the proceeds it retains from the stock offering and dividends paid to it by TruNorth Bank. The right of Newco, and consequently the right of our stockholders, to participate in any distribution of the assets or earnings of TruNorth Bank, through the payment of such dividends or otherwise, is generally subject to the prior claims of creditors of TruNorth Bank, including its depositors, and to regulatory restrictions. See “Newco’s Policy Regarding Dividends” and “Supervision and Regulation — Massachusetts Banking Laws and Supervision Applicable to TruNorth Bank — Dividends” for more information.

We expect to lose the benefits of excess deposit insurance provided by the Massachusetts Depositors Insurance Fund beginning in late 2026, which could cause us to lose deposits and increase our cost of funds leading to a reduction in net income.

At June 30, 2026, our aggregate amount of federally uninsured deposits (deposits in excess of the FDIC limit of $250,000 per insured account) was $1.85 billion and our aggregate amount of federally uninsured certificates of deposit (deposits in excess of the FDIC limit of $250,000 per insured account) was $630.0 million. At June 30, 2026, however, there were no deposits that were uninsured due to exceeding the FDIC insurance limit because TruNorth Bank’s deposits were insured in full beyond federal deposit insurance coverage limits by the Massachusetts Depositors Insurance Fund, a private excess deposit insurer created under Massachusetts law (the “the Depositors Insurance Fund”). We believe offering full deposit insurance has

provided us a competitive advantage for individual, corporate and municipal depositors having deposit balances in excess of federal insurance limits. However, the Depositors Insurance Fund requires member institutions that pose greater than normal loss exposure risk to the Depositors Insurance Fund because of the amount of deposits they hold in excess of federal insurance limits to take costly risk-mitigating measures or withdraw from the Depositors Insurance Fund, subject to the Massachusetts Banking Commissioner’s approval.

We expect that TruNorth Bank’s deposits in excess of federal insurance limits will be deemed to have exceeded an internal threshold set by the Depositors Insurance Fund in late 2026, in which case we anticipate that TruNorth Bank will be required to exit the Depositors Insurance Fund, subject to the approval of the Massachusetts Banking Commissioner. Beginning on the effective date of such exit, any new deposit accounts established at TruNorth Bank with deposit amounts in excess of the FDIC insurance limits will not be insured by the Depositors Insurance Fund. For one year following the exit date, the Depositors Insurance Fund generally will continue to insure all deposit accounts with amounts above FDIC insurance limits that existed at TruNorth Bank as of the exit date, subject to reductions in coverage as withdrawals are made. Additionally, each term deposit that existed as of the notice date will continue to be insured by the Depositors Insurance Fund to the extent applicable until maturity. One year after the exit date, Depositors Insurance Fund coverage would cease, and depositors with balances in excess of federal deposit insurance limits would be required to seek alternative arrangements through TruNorth Bank or move their accounts to another institution to secure excess deposit insurance coverage. This may result in a loss of certain large deposit accounts or higher funding costs and, accordingly, reduced net income as we shift excess deposits into reciprocal deposit programs. For more information, see “Supervision and Regulation — Massachusetts Banking Laws and Supervision Applicable to TruNorth Bank — Excess Deposit Insurance Fund.”

Risks Related to Competitive Matters

Strong competition within our market area may limit our growth and profitability.

Competition in the banking and financial services industry is intense. We compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking firms, financial technology or “fintech companies,” and unregulated or less regulated non-banking entities. Price competition for loans and deposits sometimes requires us to charge lower interest rates on our loans and pay higher interest rates on our deposits, which may reduce our net interest income. Many of these competitors are substantially larger than we are and have substantially greater resources, more accessible branch locations and higher lending limits than we have and offer certain products and services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates and/or more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to successfully compete for business and qualified employees in our market areas. The greater resources and deposit and loan products offered by some of our competitors may limit our ability to increase our interest-earning assets.

Risks Related to Operational Matters

We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. We use various technology systems to manage our customer relationships, general ledger, investments, deposits, and loans. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. We have established policies and procedures to prevent or limit the impact of system failures, interruptions and security breaches, including privacy breaches and cyber-attacks. Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

If there is a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, loss of customers and damage to our reputation, and face regulatory action or civil litigation. Any of these events could have a material adverse effect on our financial condition and results of operations. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits.

We outsource critical operations to third-party service providers. Systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us.

We outsource a majority of our data processing requirements to third-party providers. Accordingly, our operations are exposed to the risk that these vendors will not perform according to our contractual agreements with them, or we also could be adversely affected if such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us. If our third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected, which could have a material adverse effect on our financial condition and results of operations. Threats to information security also exist in the processing of customer information through various other vendors and their personnel, and our third-party service providers may be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. We may have to 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 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. To our knowledge, the services and programs provided to us by third parties have not experienced any material security breaches. However, the existence of cyber-attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.

Our reliance on and integration of artificial intelligence (“AI”) technologies expose us to various risks, including operational, data, regulatory, and reputational risks, which could materially affect our business and financial results.

Many participants in the finance industry, including us and our vendors, have begun incorporating AI software and AI applications into business activities to increase productivity. While AI presents opportunities and efficiencies, reliance on AI also creates new risks and challenges. AI systems process sensitive customer data. Security breaches or unauthorized access to these systems could result in data theft, loss of intellectual property, and significant penalties against us, damaging customer trust. Misuse of AI, biased outcomes, or privacy violations can harm our brand, erode customer confidence, and attract negative public attention, potentially affecting demand for our services and resulting in legal or regulatory consequences. Additionally, errors, biases, or generating false information in the use of AI for credit scoring, fraud detection, customer service, and investment decisions could lead to flawed decisions, financial losses, compliance failures, or degraded customer experiences, impacting profitability and client retention.

The regulatory landscape for AI is rapidly evolving. New laws could impose costly compliance burdens, restrict AI use, or introduce liabilities, particularly concerning algorithmic bias and fair lending practices (e.g., “digital redlining”), potentially increasing operational costs and limiting service offerings.

If we cannot effectively manage these challenges, including adapting to rapid technological change, attracting and retaining experienced personnel, and ensuring responsible AI governance, our reputation, competitive position, regulatory status, and financial performance could be significantly harmed.

We may be subject to risks and losses resulting from fraudulent activities that could adversely impact our financial performance and results of operations.

We are susceptible to fraudulent activity against us, our clients or our vendors, which may result in financial losses or increased costs to us or our clients or our vendors, disclosure or misuse of our information or our client information, misappropriation of assets, privacy breaches against our clients, litigation or damage to our reputation. We are most subject to fraud and compliance risk in connection with the origination of loans, ACH transactions, wire transactions, ATM transactions, checking transactions, and debit cards that we have issued to our customers and through our online banking portals. We maintain a system of internal controls and insurance coverage to mitigate against such risks, including data processing system failures and errors, and customer fraud. If our internal controls fail to prevent or detect any such occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

We are subject to litigation risk, and any pending or potential litigation may have an adverse effect on our business, financial condition and results of operations.

Although we are not a party to any material pending or potential legal proceedings, pending or potential legal proceedings, including class action lawsuits, can pose significant financial and other risks to our organization. Prosecuting or defending against a lawsuit or other legal proceeding is often costly. Legal issues, such as lawsuits, unenforceable contracts, and adverse judgments, can potentially disrupt our operations, potentially materially reduce our earnings, capital and liquidity, and otherwise materially and adversely affect our business, financial condition, results of operations, and reputation. See “Business of TruNorth Bank – Legal Proceedings.”

We operate as a community bank and our ability to maintain our reputation, which is critical to the success of our business, may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components 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. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents, errors in the use of artificial intelligence and questionable or fraudulent activities of our customers. In addition, third parties with whom we have relationships may take actions over which we have limited control that could negatively impact perceptions about us or the financial services industry. The proliferation of social media may increase the likelihood that negative information about us, whether or not accurate, could impact our reputation and business. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, any or all of which could adversely affect our business and operating results.

Risks Related to Our Wealth Management Activities

Our wealth management activities are subject to risks associated with the industry.

We offer investment and wealth management services through a division branded as “Hometown Wealth Management,” which had approximately $192.9 million of assets under management as of June 30, 2026. Investment services income totaled $830,000 and $711,000 for the years ended June 30, 2026 and 2025, respectively. Hometown Wealth Management’s operations involve risks not associated with traditional retail and commercial banking products. For example, fluctuations in the stock market may adversely affect transaction fees, client activity and client investment portfolio gains and losses. Significant fluctuations in securities prices may materially affect the value of assets under management and may influence financial advisor and investor decisions regarding whether to invest in, or maintain an investment in, one or more of our wealth management solutions. Significant changes in investing patterns or large-scale withdrawal of investment funds could have an adverse effect on our business. In addition, new or modified regulations may adversely affect our wealth management services.

Competition for wealth management clients is strong because there are numerous well-established and successful investment management and wealth advisory firms, many of which have greater resources than we have. Our ability to successfully attract and retain wealth management clients is dependent upon our ability to compete with competitors’ investment products, level of investment performance, client services, and marketing and distribution capabilities. A decline in the division’s fees and commissions or trading losses suffered in the investment portfolio could adversely affect our income.

Risks Related to Accounting Matters

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

In preparing this prospectus, including Hometown Financial Group, MHC’s consolidated financial statements, as well as the periodic reports Newco will be required to file with the SEC, 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. Significant accounting estimates and assumptions by management are involved in establishing our allowance for credit losses, the determination of goodwill impairment and estimating taxable income. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hometown Financial Group, MHC – Critical Accounting Policies and Use of Critical Accounting Estimates” for further information.

Changes in accounting standards could affect reported earnings.

The regulatory bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the SEC and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our consolidated financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply new or revised guidance retroactively.

Risks Related to the Stock Offering

The capital we raise in the stock offering may negatively impact our return on equity until we can fully implement our business plan, which 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. Our return on equity may be relatively low until we are able to implement our business plan and leverage the additional capital we receive from the stock offering. Although we anticipate increasing net interest income using proceeds of the stock offering, our return on equity will be reduced by the capital raised in the stock offering, higher expenses from the costs of being a public company, and added expenses associated with the employee stock ownership plan (the “ESOP”) and the stock-based benefit plan we intend to adopt. Until we can implement our business plan and increase our net interest income through investment of the proceeds of the stock offering, our return on equity may remain relatively low compared to our peer group, which may reduce the value of our shares.

Our stock-based benefit plans will increase our expenses, which will reduce our net income.

The ESOP that we are establishing intends to purchase 8% of the shares of common stock sold in the stock offering and contributed to the charitable foundation. The estimated cost of acquiring these shares is between $42.4 million at the minimum of the offering range and $66.0 million at the adjusted maximum of the offering range, assuming it is able to purchase all such shares in the stock offering. We will record an annual ESOP expense equal to the fair value of shares of common stock committed to be released to participating employees. If our common stock price appreciates in value over time, this compensation expense will increase.

In addition, we intend to implement a stock-based benefit plan after the conversion and stock offering, subject to stockholder approval, which would increase our annual compensation and benefit expenses related to stock options and stock awards granted to participants under the stock-based benefit plan. The amount of these stock-related compensation and benefit expenses would depend on the number of options and stock awards granted, the fair value of the options and of our stock on the date of grant, the vesting period, and other factors that we cannot predict at this time. If we implement a stock-based benefit plan within one year following the completion of the conversion and stock offering, the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under the plan would be limited to 4% and 10%, respectively, of the shares of common stock sold in the stock offering and contributed to the charitable foundation. If we adopt a stock-based benefit plan more than 12 months after the completion of the conversion and stock offering, the plan could allow for greater amounts of restricted stock awards and stock options and, therefore, we could award restricted shares of common stock or grant options in excess of these amounts, which would further increase costs.

The estimated expense in the first year following the conversion and stock offering for shares purchased in the stock offering (or in the after-market, if the stock offering is oversubscribed by the eligible account holders) by the ESOP and for a stock-based benefit plan implemented within one year after the conversion and stock offering, is approximately $10.9 million ($9.1 million after tax based on an effective combined federal and state tax rate of 25%) at the minimum of the offering range as set forth in the pro forma financial information under “Conversion Offering 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 “Newco Management – Benefits to be Considered Following Completion of the Conversion and Stock Offering.”

The implementation of a stock-based benefit plan is likely to dilute your ownership interest.

We intend to adopt one or more new stock-based benefit plans following the conversion and stock offering. These plans may be funded either through open market purchases of our common stock or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of our common stock to fund these plans will be subject to many factors, including applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of our stock, our capital levels, alternative uses for our capital and our financial performance. If we fund the new stock-based benefit

plan with authorized but unissued shares of common stock, stockholders would experience an 8.05% dilution in ownership interest at the minimum of the offering range and an 8.39% dilution in ownership interest at the adjusted maximum of the offering range, assuming stock options are granted in an amount equal to 10% of the shares sold in the stock offering and contributed to the charitable foundation, and all such stock options are exercised, and a 3.38% dilution in ownership interest at the minimum of the offering range and a 3.53% dilution in ownership interest at the adjusted maximum of the offering range, assuming restricted common stock is granted in an amount equal to 4% of the shares sold in the stock offering and contributed to the charitable foundation. Such dilution would also reduce earnings per share. If we adopt the plan more than 12 months following the conversion, a new stock-based benefit plan would not be subject to these size limitations and stockholders could experience even greater dilution.

Although the implementation of a new stock-based benefit plan would be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We have not determined when we will adopt one or more stock-based benefit plans following the conversion and stock offering. A stock-based benefit plan adopted more than one year following the completion of the conversion and stock offering may exceed regulatory restrictions on the size of stock-based benefit plans adopted within one year, which would increase both our expenses and dilution to stockholders.

If we adopt a stock-based benefit plan more than one year following the completion of the conversion and stock offering, then grants of shares of common stock or stock options under our proposed stock-based benefit plan may exceed 4% and 10%, respectively, of the shares of common stock sold in the stock offering and contributed to the charitable foundation. A stock-based benefit plan that provides for awards in excess of these amounts would increase our costs beyond the amounts estimated in “– Our stock-based benefit plans will increase our expenses, which will reduce our net income.” A stock-based benefit plan that provides for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “– The implementation of a stock-based benefit plan is likely to dilute your ownership interest.” Although the implementation of a stock-based benefit plan would be subject to stockholder approval, the timing of implementation will be at the discretion of our board of directors.

Various factors may make takeover attempts more difficult to achieve.

Certain provisions of Newco’s articles of incorporation and bylaws and of federal and state banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of Newco without the approval of its board of directors. Massachusetts and federal regulations applicable to the conversion and stock offering provide that for a period of three years following completion of the conversion and stock offering, no person may offer to acquire or acquire beneficial ownership of more than 10% of our outstanding common stock without prior approval of the Massachusetts Commissioner of Banks and the Federal Reserve Board. Under federal law, subject to certain exemptions, a person, entity or group must notify the Federal Reserve Board and receive its non-objection before acquiring control of a bank holding company. There also are provisions in Newco’s articles of incorporation and bylaws that we may use to delay or block a takeover attempt, including a provision that generally prohibits any person from voting more than 10% of our outstanding shares of common stock and our ability to issue shares of preferred stock. 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 Newco without the consent of our board of directors, and may increase the cost of an acquisition. Taken as a whole, these statutory or regulatory provisions and provisions in our articles of incorporation and bylaws could make us less attractive to a potential acquirer and therefore could adversely affect the market price of our common stock. For additional information, see “Restrictions on Acquisition of Hometown Financial Group, Inc.” and “Newco Management – Benefits to be Considered Following Completion of the Conversion and Stock Offering.”

Our stock value may be negatively affected by applicable regulations that restrict stock repurchases.

Under current federal regulations, we may not repurchase shares of our common stock during the first year following the completion of the reorganization and offering, except when extraordinary circumstances exist and with prior regulatory approval, or except to fund management recognition plans (which would require notification to the Federal Reserve Board) or tax-qualified employee stock benefit plans. In addition, under state regulations, we may not repurchase shares of our common stock during the first three years following the completion of the offering except to fund tax-qualified or non-tax-qualified employee stock benefit plans, or except in amounts not greater than 5% of our outstanding shares of common stock where compelling and valid business reasons are established to the satisfaction of the Massachusetts Commissioner of Banks. Stock repurchases are a capital management tool that can enhance the value of a company’s stock, and our inability to repurchase our shares of common stock following the offering may negatively affect our stock price.

Our articles of incorporation provide that, subject to limited exception, state and federal courts in Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees.

Newco’s articles of incorporation provide that, unless Newco consents in writing to the selection of an alternative forum, the sole and exclusive forum for: (1) any derivative action or proceeding brought on behalf of Newco; (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Newco to Newco or its stockholders; (3) any action asserting a claim arising pursuant to any provision of the Maryland General Corporation Law; or (4) any action asserting a claim governed by the internal affairs doctrine, will be conducted in a state or federal court located within Maryland, in all cases subject to the court having personal jurisdiction over the parties named as defendants. This exclusive forum provision does not apply to claims arising under the federal securities laws. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum it finds favorable for disputes with Newco and its directors, officers, and other employees or may cause a stockholder to incur additional expense by having to bring a claim in a judicial forum that is distant from where the stockholder resides, or both. In addition, if a court were to find this exclusive forum provision to be inapplicable or unenforceable in a particular action, we may incur additional costs associated with resolving the action in another jurisdiction, which could have a material adverse effect on our financial condition and results of operations.

PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GIVING EFFECT TO THE STOCK OFFERING AND THE PROPOSED MERGER

The following pro forma unaudited condensed consolidated statements of financial condition and the statement of income of Newco give effect to the proposed MHC Conversion and Conversion Offering and the proposed Merger, based on the assumptions set forth below. The information provided is as of and for the year ended June 30, 2026 and, therefore, may not reflect the effect of economic or interest rate changes that occur subsequent to that date The pro forma unaudited condensed consolidated financial statements give effect to the Conversion Offering and the proposed Merger using the purchase method of accounting as required by GAAP.

The pro forma adjustments in the tables assume the sale of 60,000,000 shares in the Conversion Offering, which is the midpoint of the offering range, the issuance of 2,400,000 shares to the new charitable foundation and 7,566,012 shares to Primary Bank shareholders in the Merger, and that Primary Bank shareholders will receive $80.5 million in cash for their shares of Primary Bank.

PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

AT JUNE 30, 2026

PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the Twelve Months Ended June 30, 2026

THE PRIMARY BANK SPECIAL MEETING

Primary Bank is furnishing this proxy statement/prospectus to holders of Primary Bank common stock in connection with the solicitation of proxies by the Board of Directors of Primary Bank for use at the special meeting of Primary Bank shareholders described in this proxy statement/prospectus.

Date, Time and Place

The special meeting will be held on January 6, 2027, at 6:00 p.m., Eastern time, at Bedford High School Auditorium, 47 Nashua Road, Bedford, New Hampshire 03110.

Matters to Be Considered

At the Special Meeting, Primary Bank shareholders will be asked to consider and vote on the following matters:

Recommendation of the Primary Bank Board of Directors

The Board of Directors of Primary Bank unanimously recommends that Primary Bank shareholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

In reaching its decision to approve the Merger Agreement and recommend that Primary Bank shareholders vote in favor of the Merger Proposal, the Board of Directors of Primary Bank considered numerous factors described in this proxy statement/prospectus, including the opinion of Brean Capital, LLC as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Primary Bank common stock. For more information, see the section entitled “The Merger — Primary Bank’s Reasons for the Merger; Recommendation of the Primary Bank Board of Directors.”

Record Date; Shares Entitled to Vote

Only holders of record of Primary Bank common stock at the close of business on November 20, 2026 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. As of the October 21, 2026, there were 4,914,098 shares of Primary Bank common stock outstanding and entitled to vote at the Special Meeting.

Quorum

The presence at the Special Meeting, in person or by proxy, of holders of shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting constitutes a quorum for the transaction of business. Shares that are voted, as well as abstentions, will be counted as present to establish a quorum.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Primary Bank special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for determining a quorum at the Primary Bank Special Meeting. If your bank, broker, trustee or other nominee holds your shares of Primary Bank common stock in “street name,” such entity will vote your shares of voting Primary Bank common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.

Vote Required

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of all outstanding Primary Bank common stock as of November 20, 2026. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the special meeting.

Abstentions, if any, will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Voting of Proxies

You may vote in person at the special meeting or submit a proxy using the internet, telephone, or mail as follows:

Using the Internet:

Go to www.investorvote.com/PRBA and follow the instructions there. Proxies submitted by internet must be received by 11:59 p.m., Eastern time, on January 5, 2027.

By Telephone:

Call 1-800-652-VOTE (8683) within the U.S.A., U.S. territories & Canada using a touch tone telephone and follow the instructions provided by the recorded message. Proxies submitted by telephone must be received by 11:59 p.m., Eastern time, on January 5, 2027.

By Mail:

If you have requested and received a paper copy of your proxy card, please complete, sign, date and return your proxy card in the envelope provided. If you submit your proxy using the internet or by telephone, you do not need to return your proxy card by mail. Proxies submitted by U.S. mail must be received by 11:59 p.m., Eastern time, on January 5, 2027.

In Person:

Attend our Special Meeting and vote by ballot. If you wish to vote in person by ballot, you will need to bring a valid government-issued photo identification such as a driver’s license or passport AND the Notice of Meeting delivered to you. Shares held in “street name” through a broker, bank, or other nominee may be voted only by following the instructions provided by the nominee, and only if the broker, bank, or other nominee receives proper instructions from the beneficial owner of the shares.

If you submit a valid proxy but do not specify how you want to vote your shares, your shares will be voted “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Revocability of Proxies

A proxy may be revoked at any time before the vote is taken at the Special Meeting. To revoke a proxy, a shareholder may:

Solicitation of Proxies

Primary Bank will bear the costs of the solicitation of proxies from its shareholders. In addition to solicitation by mail, proxies may be solicited personally, by telephone, by facsimile, by e-mail, or by other electronic means and by directors, officers, and employees of Primary Bank, none of whom will receive additional compensation for such solicitation. Primary Bank may also request that brokerage firms, banks, nominees, custodians, and fiduciaries forward soliciting materials to the beneficial owners of shares held of record and will reimburse those persons for their reasonable expenses in forwarding the soliciting materials.

Shares Held by Primary Bank Directors and Executive Officers

As of the Record Date, directors and executive officers of Primary Bank and their affiliates beneficially owned approximately 990,701 shares of Primary Bank common stock, representing approximately 20.16% of the outstanding shares of Primary Bank common stock entitled to vote at the Special Meeting.

The directors and executive officers of Primary Bank have indicated their intention to vote all shares of Primary Bank common stock beneficially owned by them “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

Assistance

If you need assistance in completing your proxy card, have questions regarding Primary Bank’s Special Meeting or would like additional copies of this proxy statement/prospectus, please contact Primary Bank, 207 Route 101, Bedford, New Hampshire 03110, telephone (603) 310-7200.

PRIMARY BANK PROPOSALS

Proposal 1: The Merger Proposal

Primary Bank is asking its shareholders to approve the Agreement and Plan of Merger, dated as of July 6, 2026, by and among Primary Bank and Hometown Financial Group, MHC, Hometown Financial (Massachusetts), Newco, and bankESB (which was subsequently renamed TruNorth Bank), and the transactions contemplated thereby, including the Merger.

A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated herein by reference. Primary Bank encourages its shareholders to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Merger.

For a description of the material terms of the Merger and the Merger Agreement, see the sections entitled “The Merger” and “The Merger Agreement.”

The Board of Directors of Primary Bank unanimously recommends that Primary Bank shareholders vote “FOR” the Merger Proposal.

Proposal 2: The Adjournment Proposal

Primary Bank is also asking its shareholders to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal.

If the Adjournment Proposal is approved, the Special Meeting may be adjourned to any date and time, and any place, as may be determined by the chair of the Special Meeting, to solicit additional proxies. If the Special Meeting is adjourned, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use.

The Board of Directors of Primary Bank unanimously recommends that Primary Bank shareholders vote “FOR” the Adjournment Proposal.

THE MERGER

This section of the proxy statement/prospectus describes material aspects of the Merger. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the Merger.

Terms of the Merger

The following is a summary of the material terms of the Merger Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated herein by reference. Shareholders are encouraged to read the Merger Agreement carefully and in its entirety.

Pursuant to the Merger Agreement, Primary Bank will merge with and into TruNorth Bank, with TruNorth Bank surviving the Merger as the surviving bank. On August 21, 2026, bankESB was renamed TruNorth Bank when bankESB merged with bankHometown and TruNorth Bank, the other two subsidiary banks of Hometown Financial (Massachusetts). Hometown Financial Group, MHC will undertake the MHC Conversion. In connection with the MHC Conversion, Newco has been organized as a Maryland corporation to succeed to all of the rights and obligations of Hometown Financial Group, MHC and Financial (Massachusetts) as the holding companies for TruNorth Bank. Newco will offer shares of its common stock to eligible depositors of TruNorth Bank and certain other eligible persons in connection with the MHC Conversion. Completion of the MHC Conversion and Conversion Offering is a condition to the closing of the Merger.

At the effective time of the Merger (the “Effective Time”), each share of Primary Bank common stock issued and outstanding immediately before the Effective Time (other than shares held by Primary Bank as treasury stock and shares held by shareholders who have properly exercised dissenters’ rights under New Hampshire law) will be converted into the right to receive, at the election of the holder, either:

subject, in each case, to a proration mechanism designed to ensure that, in the aggregate, 50% of the outstanding shares of Primary Bank common stock (excluding dissenting shares and shares held by Primary Bank) are converted into the Cash Consideration and 50% are converted into the Stock Consideration. As a result of the proration procedures, the actual consideration received by any individual shareholder may differ from such shareholder’s election.

No fractional shares of Newco common stock will be issued in connection with the Merger. In lieu of fractional shares, each holder otherwise entitled to a fractional share of Newco common stock will receive a cash payment equal to such fraction multiplied by $10.00.

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code with respect to that portion of the Merger Consideration received as Stock Consideration. Holders who receive Cash Consideration generally will recognize gain or loss for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the tax consequences.

Background of the Merger

The following chronology summarizes the material meetings and events that led to the execution of the Merger Agreement. It does not purport to catalogue every conversation of or among, Primary Bank’s Board of Directors, members of Primary Bank’s senior management or Primary Bank’s financial advisors, legal advisors, and other parties.

Since commencing operations in 2015, Primary Bank’s Board of Directors and senior management have periodically reviewed and assessed Primary Bank’s strategic alternatives and the economic, competitive and regulatory environments facing Primary Bank. As part of this process, the Board of Directors and senior management have periodically reviewed and discussed how best to grow Primary Bank and concluded that the continued growth of Primary Bank would depend in significant part on its ability to increase the scale of its operations and balance sheet.

Beginning in 2022 and continuing through early 2026, with the assistance of nationally recognized investment banking firms, Primary Bank evaluated its strategic alternatives, including the sale of the institution, the pursuit of organic growth without an acquisition, and the acquisition of another banking institution. Throughout this period, select members of the Board of Directors and senior management of Primary Bank met with management of various financial institutions in New England and the Northeast to discuss potential opportunities. From early 2025 until early 2026, the Board considered and pursued four different opportunities to acquire other New England banking institutions.

In early 2026, the Board of Directors of Primary Bank concluded that there were no appropriate potential acquisition targets. Consequently, on March 17, 2026, at a regularly scheduled meeting of the Board of Directors of Primary Bank, the Board met with representatives of Brean Capital, LLC (“Brean”), a nationally recognized investment banking firm, to discuss the process of pivoting from an acquirer to a seller. In addition, the Board of Directors instructed representatives of Brean to begin soliciting proposals from potentially interested parties.

Representatives of Brean proceeded to provide the Board of Directors with comprehensive information regarding the then-prevailing mergers and acquisitions market, including recent bank merger transaction pricing metrics, and certain banking institutions that appeared both likely to have an interest in a potential business combination with Primary Bank and the financial capacity to acquire Primary Bank. The Board of Directors reviewed and discussed the potential transaction partners.

The Board of Directors discussed with representatives of Brean which institutions Brean should contact to gauge their interest in entering into a business combination with Primary Bank. The discussions balanced the need to conduct a process designed to maximize the value to be received by shareholders without being so expansive as to risk the confidential nature of the process. The board of directors and representatives of Brean also discussed which institutions had sufficient capital to undertake the transaction, had expressed interest to Primary Bank or in undertaking acquisition transactions in general and were a good cultural and geographic fit. Based on such conversations, representatives of Brean were authorized to reach out to a specified list of financial institutions.

As a result of Brean’s efforts, informal expressions of interest were received from six potential acquirors, one of which was Hometown Financial (Massachusetts). Senior management of Primary Bank began a series of discussions with senior management of each of these six potential acquirors, including Matthew S. Sosik, Chairman and Chief Executive Officer at Hometown Financial (Massachusetts). The Board of Directors of Primary Bank reviewed and discussed the potential transaction partners with senior management and with representatives of Brean.

On March 31, 2026, the Executive Committee of the Primary Bank Board of Directors met to discuss a verbal expression of interest from a large community bank based in Massachusetts, referred to herein as Bank 1, in which the potential acquiror proposed to purchase Primary Bank for 50% stock and 50% cash, and to require an exclusivity agreement. At this same meeting the Executive Committee of the Primary Bank Board of Directors approved the formal engagement of Brean. Primary Bank formally engaged Brean by letter agreement dated April 6, 2026, to act as financial advisor to Primary Bank and to render a fairness opinion for the Board of Directors of Primary Bank, in connection with any potential sale of Primary Bank.

On April 13, 2026, select members of the Board of Directors and senior management of Primary Bank met with their counterparts at Bank 1 to discuss continued interest in a potential transaction. On April 16, 2026, select members of the Board of Directors and senior management of Primary Bank met with the President, Chief Executive Officer and Chairman of the Board of Directors of Bank 2, a Vermont-based community bank. The parties discussed aspects of the local New Hampshire market, loan and deposit demand, and potential synergies between the two organizations.

On April 21, 2026, at a regularly scheduled meeting of the Board of Directors of Primary Bank, representatives of Brean provided the Board of Directors with an update on the status of expressions of interest made by potential acquirers. The Board of Directors learned that Bank 1 had decided to withdraw from the process and that a large New Hampshire-based credit union had made an initial expression of interest. Representatives of Brean also briefed the Board of Directors on levels of interest expressed by other potential acquirors, their ability to offer an attractive structure and purchase price; and their ability to successfully execute a transaction.

On May 12, 2026, the Executive Committee of the Primary Bank Board of Directors met with representatives of Brean to review potential acquisition timelines and the status of Brean’s discussions with the six potential acquirors.

On May 19, 2026, at a regularly scheduled meeting of the Board of Directors, representatives of Brean provided an update on its efforts, including Brean’s discussions with the six potential acquirors. One of those potential acquirors was Hometown Financial (Massachusetts). Representatives of Brean indicated that Hometown Financial (Massachusetts) had expressed interest in an exclusive deal in which the aggregate consideration would consist of 50% stock consideration at a price of

$31.00 per share and 50% cash consideration at a price of $33.00 per share, subject to the requirement that Hometown Financial Group, MHC would complete its conversion to stock form, and that Newco completes an initial public offering and lists its stock on the Nasdaq Capital Market.

The Board of Directors of Primary Bank discussed with representatives of Brean the potential merits of the Hometown Financial (Massachusetts) offer; the potential risks and merits of declining to pursue exclusive negotiations with Hometown Financial (Massachusetts) in the absence of other offers, and the reasonable likelihood that more attractive offers would arise. Based on discussions with and advice from representatives of Brean, the Board of Directors of Primary Bank determined that the structure of the transaction and the pricing proposed by Hometown Financial (Massachusetts) would be in the best interest of the shareholders of Primary Bank, and that it would not be in the best interest of the shareholders of Primary Bank to forego the opportunity for exclusive negotiations under the relevant circumstances. Consequently, the Board of Directors authorized senior management to begin negotiations with Hometown Financial (Massachusetts) based upon the proposed expression of interest.

At the direction of the Primary Bank Board of Directors, representatives of Brean informed the other five potential acquirors that the Board of Directors had instructed senior management to pursue negotiations with a specific potential acquiror based on terms offered by that potential acquiror; that the proposed offer included an exclusivity requirement; and indicated that there would be a very brief window of opportunity if they wished to submit offers of their own. Ultimately, no such offers were received from the other potential acquirors and the Board of Directors of Primary Bank pursued negotiation of a non-binding letter of intent with Hometown Financial (Massachusetts).

On May 20, 2026, Hometown Financial (Massachusetts) presented the Board of Directors of Primary Bank with a proposed non-binding letter of intent. The Chairman of the Board of Directors reviewed the draft letter with representatives of Brean and with representatives of Gallagher, Callahan & Gartrell, P.C. (“Gallagher, Callahan & Gartrell”), legal counsel to Primary Bank. On that same date, Hometown Financial (Massachusetts) presented the Board of Directors of Primary Bank with a proposed form of Confidentiality and Non-Disclosure Agreement. The Chairman of the Board of Directors reviewed the Confidentiality and Non-Disclosure Agreement with representatives of Brean and with representatives of Gallagher, Callahan & Gartrell.

On May 21, 2026, Primary Bank entered the non-binding letter of intent with Hometown Financial (Massachusetts), on substantially the terms presented to the Primary Bank Board of Directors on May 19, 2026 and the parties executed the Confidentiality and Non-Disclosure Agreement on May 22, 2026.

On June 8, 2026, representatives of Gallagher, Callahan & Gartrell and Luse Gorman, PC, the law firm to Hometown Financial (Massachusetts) (“Luse Gorman”), met to have an initial due diligence discussion.

On June 12, 2026, Luse Gorman delivered an initial proposed draft of a definitive agreement and plan of merger (the “Merger Agreement”) to Gallagher, Callahan & Gartrell. Continuing through the date of execution of the Merger Agreement, the parties, along with their legal counsel and financial advisors, continued to review and negotiate the Merger Agreement along with various other ancillary documents.

On June 16, 2026, the Primary Bank Board of Directors held a special meeting with representatives of Brean, Gallagher, Callahan & Gartrell, and senior management in attendance. Drafts of the Merger Agreement and related documentation were distributed to the Board of Directors in advance of the meeting, together with a presentation prepared by Brean. A representative of Gallagher, Callahan & Gartrell, legal counsel to Primary Bank, participated in the meeting in order to review with the Board of Directors its fiduciary duties in the context of the proposed merger transaction; and to discuss the terms and conditions set forth in the non-binding letter of intent and the initial draft of the Merger Agreement. A representative of Brean reviewed Brean’s presentation with the Board of Directors, which included a preliminary financial analysis of the proposed financial terms of the deal and the process by which Brean would be determining the fairness of the Merger Consideration offered to the shareholders of Primary Bank.

On June 17, 2026, representatives of Brean, Gallagher, Callahan & Gartrell, Keefe Bruyette & Woods, Inc., the Hometown Parties’ financial advisor, and Luse Gorman met to have detailed due diligence discussions. On June 29, 2026, representatives of Gallagher, Callahan & Gartrell and Luse Gorman met to have a follow-up due diligence discussions.

On June 30, 2026, the Primary Bank Board of Directors held a special meeting with representatives of Brean, Gallagher, Callahan & Gartrell, and senior management in attendance. Revised drafts of the Merger Agreement and related documentation were distributed to the Board of Directors in advance of the meeting, together with a presentation prepared by Brean. A representative of Brean began by reviewing Brean’s June 16th presentation to the Board of Directors. The Brean representative presented several key transaction multiples and compared the financial metrics for the Primary Bank transaction against the

financial metrics of transactions for certain selected peer groups. He also summarized the results of a discounted cash flow analysis Brean performed on Primary Bank. He concluded his presentation by rendering Brean’s opinion, to the effect that, as of July 3, 2026, and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Brean as set forth in Brean’s opinion, the consideration to be received by the holders of Primary Bank’s common stock was fair, from a financial point of view, to such shareholders (referred to herein as the “Brean Fairness Opinion”).

Next, the representative of Gallagher, Callahan & Gartrell summarized the fiduciary duties of the Primary Bank directors, with a focus on the role of the Primary Bank Board of Directors in the context of the proposed change in control transaction. The Gallagher, Callahan & Gartrell representative then reviewed changes to the draft Merger Agreement and related documents that had been made since the prior discussion with the Board on June 16, 2026. This review included leading the Board of Directors in a detailed review of the provisions of the Merger Agreement, including the representations and warranties, the various negative and affirmative covenants, the termination provisions, the non-solicitation and related termination fee provisions, and the voting agreements and restricted covenants required to be executed by the members of the Board of Directors and executive officers.

Following these presentations, and discussions among the members of the Board of Directors, including consideration of the factors described under “—Primary Bank’s Reasons for the Merger; Recommendation of the Primary Bank Board of Directors,” the Board of Directors determined that the Merger Agreement and the transactions contemplated thereby, including the Merger of Primary Bank with and into bankESB, were advisable and in the best interests of Primary Bank and its shareholders, and the directors unanimously voted to adopt the Merger Agreement and the transactions contemplated thereby, and recommended that Primary Bank’s shareholders approve the Merger Agreement and the Merger, and to authorize Chairman of the Board William Greiner to execute and deliver the Merger Agreement, and ancillary documents, on behalf of Primary Bank (referred to herein collectively as the “Board Merger Approvals”).

On July 6, 2026, the Primary Bank Board of Directors held a special meeting with representatives of Brean, Gallagher, Callahan & Gartrell, and senior management in attendance. 14 of the 18 members of the Board of Directors were in attendance at the meeting. At that meeting a representative of Brean reaffirmed the Brean Fairness Opinion with an effective date of July 6, 2026. Subsequently, the Chairman of the Board of Directors of Primary Bank asked the members of the Board of Directors to affirm, confirm and reaffirm the Board Merger Approvals given on June 30, 2026 and each of the Board Members in attendance affirmed, confirmed and reaffirmed the Board Merger Approvals, effective as of July 6, 2026.

On July 6, 2026, the Hometown Parties’ Boards of Directors/Trustees held a special meeting to continue to review and consider the Merger Agreement and the transactions and agreements contemplated by it. At the meeting, representatives of the Hometown Parties’ legal counsel, Luse Gorman, reviewed the material terms of the Merger Agreement, as previously discussed by the Boards of Directors/Trustees. Representatives of Keefe, Bruyette & Woods, Inc. reviewed with the Hometown Parties’ Boards of Directors/Trustees financial matters regarding the proposed merger transaction and issued a written opinion to the effect that, as of the date of such opinion, the Merger Consideration in the Merger is fair, from a financial point of view, to Newco. After additional discussion and deliberation, the Hometown Parties’ Boards of Directors/Trustees approved and adopted the draft Merger Agreement and the transactions and agreements contemplated by it and determined that the Merger Agreement and the transactions contemplated by it were in the best interests of the Hometown Parties and their respective constituencies and/or shareholders.

On July 6, 2026, after the trading markets closed, Primary Bank and the Hometown Parties executed the Merger Agreement and issued a joint press release announcing the transaction.

Primary Bank’s Reasons for the Merger; Recommendation of the Primary Bank Board of Directors

At a special meeting held on July 6, 2026, the Primary Bank Board of Directors unanimously: (1) determined that the Merger Agreement was in the best interests of Primary Bank and its shareholders; (2) declared the Merger Agreement advisable; and (3) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

Accordingly, the Primary Bank Board of Directors unanimously recommends that the Primary Bank shareholders vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

In reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and to recommend that Primary Bank shareholders adopt the Merger Agreement and approve the Merger, the Primary Bank Board of Directors evaluated the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement in consultation with Primary Bank management, as well as with Primary Bank’s financial and legal advisors, and considered a number of factors, including the following: