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

Registration No. 333-298861

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO THE

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Hometown Financial Group, Inc.

The Defined Contribution (Plan A) of CBERA

(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

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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: 

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

Prospectus Supplement

THE DEFINED CONTRIBUTION (PLAN A) OF CBERA

Offering of Participation Interests in up to 15,300,000 Shares

of

HOMETOWN FINANCIAL GROUP, INC.

Common Stock

Hometown Financial Group, Inc., a Maryland corporation that we refer to as “Hometown Financial” throughout this prospectus supplement, is offering shares of its common stock for sale in an initial public offering (the “IPO”) in connection with the conversion of Hometown Financial Group, MHC, the mutual holding company of TruNorth Bank, from a mutual holding company to a stock holding company. There is no current public or private market for the Hometown Financial common stock. The Hometown Financial common stock is expected to be listed on the Nasdaq Capital Market under the symbol “HFG.”

In connection with the IPO, TruNorth Bank is allowing participants in The Defined Contribution (Plan A) of CBERA (the “401(k) Plan”) to invest up to 50% of their account balances minus any outstanding loan balances, each as of September 30, 2026, in Hometown Financial common stock at the time of the IPO. Participants must have a Schwab Personal Choice Retirement Account (“Schwab brokerage account”) within the 401(k) Plan to purchase Hometown Financial common stock in the IPO. Please note that a maximum of 90% of your total 401(k) Plan balance can be in the Schwab brokerage account, including the amount attributable to any Hometown Financial common stock.

Before you consider investing, you should read the prospectus of Hometown Financial, dated [*], 2026, which is attached to this prospectus supplement. It contains detailed information regarding the conversion of Hometown Financial Group, MHC from a mutual holding company to a stock holding company, the IPO of Hometown Financial and the financial condition, results of operations and business of Hometown Financial Group, MHC. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

For a discussion of risks that you should consider, see “Risk Factors” beginning on page S-1 in this prospectus supplement, “Risk Factors” beginning on page 18 of the attached prospectus, and “Notice of Your Rights Concerning Employer Securities” beginning on page S-13 in this prospectus supplement.

The interests in the 401(k) Plan and the offering of the shares of Hometown Financial common stock have not been approved or disapproved by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Massachusetts Division of Banks, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

The securities offered by this prospectus supplement are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Massachusetts Depositors Insurance Fund or any other governmental agency.

This prospectus supplement may be used only in connection with offers and sales by Hometown Financial in the IPO of Hometown Financial common stock that may be acquired within the 401(k) Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of Hometown Financial common stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the attached prospectus. Hometown Financial, TruNorth Bank, and the 401(k) Plan have not authorized anyone to provide you with different information.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the attached prospectus nor any sale of Hometown Financial common stock shall under any circumstances imply that there has been no change in the affairs of Hometown Financial, TruNorth Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is [*], 2026.

TABLE OF CONTENTS

RISK FACTORS

In addition to considering the material risks disclosed under “Risk Factors” beginning on page 18 of the attached prospectus, you should also consider the following:

If you elect to purchase Hometown Financial common stock using your 401(k) Plan account balance and the IPO is oversubscribed (we receive orders for more shares than we are offering for sale), you may not be able to invest the full amount you requested. Any unused money will stay in an interest-bearing trust outside your 401(k) Plan account pending the completion of the offering, so it will not be affected by changes in the market.

If you elect to purchase Hometown Financial common stock using your 401(k) Plan account balance, the 401(k) Plan trustee will sell the designated dollar amount within your 401(k) Plan account pro rata among your core investment funds and draw from any pre-tax, Roth, post-tax or employer contributions on a pro rata basis. This includes your vested and unvested employer contributions, if any. If you would like to utilize some or all of the assets currently held in your existing 401(k) Plan Schwab brokerage account, you must liquidate your assets and move the sale proceeds (cash) into one of the 401(k) Plan’s core funds. No assets held in the 401(k) Plan Schwab brokerage account can be used to purchase Hometown Financial common stock in the IPO. If the IPO is oversubscribed (i.e., there are more orders for Hometown Financial common stock than shares available for sale in the IPO) and the 401(k) Plan trustee cannot use any or all of the funds you allocate to purchase Hometown Financial common stock in the IPO, the funds that cannot be invested in Hometown Financial common stock, and any interest earned on those funds, will be returned to your Schwab brokerage account in the form of cash, which you may invest at your discretion. See “The Offering – Purchases in the IPO and Oversubscriptions” in this prospectus supplement.

Note that any stock price, including Hometown Financial’s, can be very volatile and increase or decrease in value. It is generally advisable to diversify your retirement savings, and limit concentration in any one stock, bond or holding.

THE OFFERING

DESCRIPTION OF THE 401(k) PLAN

Introduction

The 401(k) Plan is a multiple-employer, tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

CBERA intends that the 401(k) Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. CBERA will adopt any amendments to the 401(k) Plan that may be necessary to ensure the continuing qualified status of the 401(k) Plan under the Code and applicable Treasury Regulations.

Employee Retirement Income Security Act of 1974. The 401(k) Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the 401(k) Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The 401(k) Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the 401(k) Plan.

Reference to Full Text of 401(k) Plan. The following portions of this prospectus supplement summarize certain provisions of the 401(k) Plan. They are not complete and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees by filing a request with the 401(k) Plan administrator, CBERA, 100 River Ridge Drive, Suite 102, Norwood, Massachusetts 02062; (781) 551-8500; info@cbera.com or by contacting TruNorth Bank, 36 Main Street, Easthampton, Massachusetts 01027; (855) 527-4111 Attn: Stephanie Vincelette, Vice President Human Resources Operations. You are urged to carefully read the full text of the 401(k) Plan.

Eligibility and Participation

As an employee of TruNorth Bank, you are eligible to become a participant in the 401(k) Plan for purposes of making elective deferrals on the entry date coinciding with or immediately following your attainment of age 19 and completion of at least 250 hours of service during a three-month period. The entry dates under the 401(k) Plan are the first day of each month.

As of December 31, 2025, there were approximately 1,050 active and former participants of TruNorth Bank (and its predecessor banks) in the 401(k) Plan.

Contributions under the 401(k) Plan

Compensation. Employee contributions and matching contributions are based on the definition of Plan compensation, which is equal to total compensation.

Employee Elective Deferrals. 401(k) Plan participants are permitted to defer any whole percentage of their compensation (as defined in the 401(k) Plan) from 1% to 75% of their compensation, subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on their behalf. Participants may make traditional 401(k) deferrals (pre-tax), after-tax (non-Roth) deferrals or Roth deferrals (after-tax).

Employer Matching Contributions. TruNorth Bank currently makes a matching contribution equal to 100% of a participant’s pre-tax elective, after-tax elective (non-Roth), Roth elective deferrals and catch-up contributions, up to 5% of a participant’s compensation.

Employer Discretionary Contributions. TruNorth Bank provides a contribution to all employees eligible to make salary deferrals regardless of whether employees make deferrals. This non-elective contribution is in the amount of 3% of each eligible participant's compensation.

Benefits Under the 401(k) Plan

Vesting. At all times, participants have a fully vested, nonforfeitable interest in elective deferral contributions, employer discretionary contributions and rollover contributions. Participants vest in employer matching contributions under the 401(k) Plan at the rate of 20% per year of service beginning after one year of service; so that they are fully vested after five years of service. Participants will also become fully vested in their entire account in the event they are eligible for early retirement (as defined in the 401(k) Plan), attain normal retirement age (age 65) or die. Participants that terminate employment before they are 100% vested will forfeit the non-vested portion of their account upon the later of the date they incur five consecutive one-year breaks in service or the date they receive a distribution of the vested portion of their account.

Distribution at Termination of Employment. You (or your beneficiary, in the event of your death) will be entitled to receive a distribution of the vested amounts in your account when your employment terminates for any reason. Your benefit will be equal to the vested balance of your account. You will receive payment of your benefit in a lump sum. You may request a partial distribution of the vested portion of your account. You may also set up regular installments. You may be eligible to elect a direct rollover of your distribution to an IRA or another qualified plan to avoid current taxation of your benefit. The 401(k) Plan will make involuntary cash-out distributions of vested account balances of $1,000 or less. If you are 59 ½ and have terminated employment with TruNorth Bank, you are eligible for the Managed Payout Programs, which are professionally managed monthly payments. In determining the value of your vested account balance, the 401(k) Plan includes rollover contributions. If the value of your vested account balance exceeds $1,000, you must consent to any distribution of such account balance. If you are not a 5% or more owner of your employer, your required benefit commencement date is April 1st following the close of the year in which the later occurs: you attain age 73 (75 if born on or after 1960) or you terminate employment. Note that there is a 10% excise tax for cash distributions prior to age 59 ½ unless you terminated employment on or after age 55.

Distribution after Death of Participant. In the event of your death, the value of your entire account will be payable to your beneficiary in accordance with the 401(k) Plan.

Investment of Contributions and Account Balances

All amounts credited to your accounts under the 401(k) Plan are held in the 401(k) Plan trust, which is administered by the trustee appointed by CBERA’s Board of Directors. Before the effective date of the IPO, you are currently given the opportunity to direct the investment of your account into one or more of the following investment options:

In connection with the IPO, shares of Hometown Financial common stock acquired by the 401(k) Plan trustee at your direction will be transferred into your 401(k) Plan Schwab brokerage account.

Performance History

The following table provides performance data with respect to the investment funds in the 401(k) Plan as of July 31, 2026:

The performance of investments inside the Schwab brokerage account would depend on each individual holding.

Description of the Investment Funds

The following is a description of each of the funds:

This fund invests in guaranteed and synthetic investment contracts (“GICs” and “SICs”). GICs are annuity contracts issued by an insurance company. SICs are portfolios of securities (debt securities or units of collective trusts) owned by the Stable Value Fund with wrap contracts associated with the portfolios.

This fund seeks to provide investment results that correspond generally to the price and yield performance of the Bloomberg U.S. Aggregate Bond Index.

This fund seeks a high level of current income consistent with moderate share price fluctuation by investing in a diversified group of T. Rowe Price mutual funds that invest primarily in fixed income securities.

This portfolio seeks to achieve long-term capital appreciation by investing at least 80% of its net assets in U.S. small cap companies.

This fund invests in equity securities of foreign companies.

This fund seeks to provide investment results that correspond generally to the total return of the MSCI ACWI ex USA Investable Market Index, covering large, mid, and small-cap stocks across developed and emerging countries.

This fund seeks to provide investment results that correspond generally to the total return of an index that tracks the performance of mid to small cap exchange traded U.S. equity securities.

This fund seeks to provide investment results that correspond to the total return (i.e., the combination of capital changes and income) performance of common stocks publicly traded in the United States.

This trust seeks long-term growth. It invests in large and medium-sized blue chip growth companies that are well established and have the potential for above-average growth.

This trust seeks high income and long-term growth. It takes a relatively conservative approach by investing in stocks that pay above-average dividends.

Each retirement trust offers a diversified asset allocation designed for investors that will turn 65 and retire in or near the stated year. The 2020 and 2025 Retirement Trusts have two versions: one for the managed payout program and one regular hybrid trust although the investment mix is the same at each vintage. Note that most trusts hold approximately 1% cash.

Having an account in the Schwab brokerage window gives participants access to more than 8,700 no-load mutual funds from over 600 well-known fund families, including over 2,700 funds typically available only to institutional clients. Other investments include individual stocks from all the major exchanges, bonds and other fixed income investments, certificates of deposit and money market funds.

An investment in any of the investment options listed above under “Description of the 401(k) Plan – Description of the Investment Funds” is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any investment option, there is always a risk that you may lose money on your investment in any of the investment options listed above.

For a discussion of material risks you should consider, see “Risk Factors” of this prospectus supplement, “Risk Factors” beginning on page 18 of the attached prospectus, and the section of this prospectus supplement called “Notice of Your Rights Concerning Employer Securities” below.

Before directing retirement funds to a core fund or to the Schwab brokerage account, investors should carefully consider the investment objectives, risks, charges, and expenses of each investment as well as their individual risk tolerance, time horizon and goals. Log into the participant website at rps.troweprice.com or call the toll-free Plan Account Line at 1-800-922-9945 to request fund prospectuses and other information that is furnished to the Plan on the investments. Before directing transactions through the Schwab brokerage service, review the prospectus or the investment alternative’s offering document to obtain more information.

Administration of the 401(k) Plan

The Trustee. T. Rowe Price serves as trustee for all the investment funds under the 401(k) Plan.

401(k) Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by the 401(k) Plan administrator, which is CBERA. The address of the 401(k) Plan administrator is 100 River Ridge Drive, Suite 102, Norwood,

Massachusetts 02062, the telephone number at this address is (781) 551-8500 and the email address is info@cbera.com. The 401(k) Plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of 401(k) Plan records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

Reports to Plan Participants. The 401(k) Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, the amount of distributions for that period (if any), and any adjustments to your account to reflect earnings or losses (if any). In addition, you may go online to rps.troweprice.com or call 1 (800) 922-9945 at any time to review your account balances.

Amendment and Termination

TruNorth Bank intends to continue participating in the 401(k) Plan indefinitely. Nevertheless, TruNorth Bank may terminate its participation in the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, you will have a fully vested interest in your 401(k) Plan account. TruNorth Bank reserves the right to make any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that TruNorth may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the plan assets to another plan, the 401(k) Plan requires that, if the 401(k) Plan or the other plan terminates, you would receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.

As a “tax-qualified retirement plan,” the Code affords the 401(k) Plan special tax treatment, including:

CBERA will administer the 401(k) Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

Distribution. If you currently have 401(k) Plan assets in your Schwab brokerage account, your holdings must be liquidated and transferred to one or more of the core investment funds of the 401(k) Plan in order to request a total distribution. The brokerage account must equal zero prior to requesting a total distribution. This is a two-step process. First, you must sell your holdings in your Schwab brokerage account, the proceeds will be transferred to your Schwab cash account. Once your proceeds are in your cash account, you must initiate a transfer of those funds to one or more of the core fund investments. To request your payment, you will need to visit rps.troweprice.com/distributioncenter or contact T. Rowe Price at 1-888-445-4226 to process your distribution.

All investments held in your Schwab brokerage account, including Hometown Financial common stock, are tracked for realized and unrealized gains or losses. These gains or losses do not have an immediate tax impact because your Schwab brokerage account is part of the 401(k) Plan and is therefore a tax-advantaged retirement account. Taxes become applicable when a distribution is taken from the 401(k) Plan. Distributions of pre-tax amounts are generally taxable as ordinary income, while distributions of Roth amounts may be tax-free if applicable requirements are met.

Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the 401(k) Plan to another qualified plan or to an individual retirement account in accordance with the terms of the other plan or account. Note that any holdings in your Schwab brokerage account must first be liquidated and then transferred to one or more core funds at T. Rowe Price before electing a rollover for that money.

Notice of Your Rights Concerning Employer Securities

Federal law provides specific rights concerning investments in employer securities. Because you may in the future have investments in Hometown Financial common stock through your Schwab brokerage account in the 401(k) Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The 401(k) Plan allows you to invest via your Schwab brokerage account in shares of Hometown Financial common stock. Through your Schwab brokerage account, you maintain the right to direct the sale or purchase of any shares of Hometown Financial common stock. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification

The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the 401(k) Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in Hometown Financial common stock through your Schwab brokerage account in the 401(k) Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.

Additional Employee Retirement Income Security Act Considerations

As noted above, the 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plan’s assets by participants and beneficiaries. The 401(k) Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as TruNorth Bank, the 401(k) Plan administrator, or the 401(k) Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your 401(k) Plan account.

Because you will be entitled to invest a portion of your account balance in the 401(k) Plan in Hometown Financial common stock, the regulations under Section 404(c) of the ERISA require that the 401(k) Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to Hometown Financial common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934 imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies, such as Hometown Financial. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the filing of reports of beneficial ownership. Within ten days of becoming an officer, director or person beneficially owning more than 10% of the shares of Hometown Financial, a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of fiscal year of Hometown Financial. Discretionary transactions in and beneficial ownership of Hometown Financial common stock by officers, directors and persons beneficially owning more than 10% of Hometown Financial common stock generally must be reported to the Securities and Exchange Commission by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Hometown Financial of profits realized by an officer, director or any person beneficially owning more than 10% of Hometown Financial common stock resulting from non-exempt purchases and sales of Hometown Financial common stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Financial Information Regarding Plan Assets

Financial information representing the net assets available for 401(k) Plan benefits and the change in net assets available for 401(k) Plan benefits is available upon written request to the 401(k) Plan administrator at the address shown above.

LEGAL OPINION

The validity of the issuance of Hometown Financial common stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm has acted as special counsel to Hometown Financial in connection with the IPO of Hometown Financial.

PROSPECTUS

Hometown Financial Group, Inc.

(Proposed Holding Company for TruNorth Bank)

Up to 69,000,000 Shares of Common Stock

(Subject to Increase to up to 79,350,000 Shares)

Hometown Financial Group, Inc. is offering shares of its common stock for sale in an initial public offering in connection with the conversion of Hometown Financial Group, MHC, the mutual holding company for TruNorth Bank, from a mutual holding company to a stock holding company. There is no current public or private market for our common stock. We expect to list the common stock on the Nasdaq Capital Market under the symbol “HFG” upon the completion of the conversion and stock offering. Completion of the stock offering is contingent on receipt of final approval for our common stock to be traded on the Nasdaq Capital Market. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

The shares of common stock are first being offered for sale in a subscription offering to TruNorth Bank’s (and its predecessor banks’) depositors as of specified eligibility dates, to TruNorth Bank’s tax-qualified employee benefit plans, and to TruNorth Bank’s, Hometown Financial Group, Inc.’s and Hometown Financial Group, MHC’s employees, officers, directors, trustees and corporators. Shares not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to residents of the communities TruNorth Bank serves. We must sell a minimum of 51,000,000 shares to complete the conversion and stock offering. Shares of common stock not subscribed for in the subscription offering and community offering, if any, may be offered in a syndicated community offering and/or firm commitment underwritten offering.

In addition to the shares of common stock to be sold in the stock offering, we intend to contribute a number of shares of common stock equal to 4% of the shares of common stock sold in the stock offering to a charitable foundation to be established and funded in connection with the conversion and stock offering.

The minimum purchase order is 25 shares. Generally, no individual, or individuals acting through a single qualifying account held jointly, may purchase more than 50,000 shares ($500,000) of common stock, and no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 120,000 shares ($1,200,000) of common stock in all categories of the stock offering combined.

The subscription offering will expire at 2:00 p.m., Eastern time, on [expiration date]. We may extend this expiration date without notice to you until [extension date], unless we receive regulatory approval to extend to a later date, which may not be beyond July 6, 2028. No single extension may exceed 90 days, and the stock offering must be completed by July 6, 2028. Once submitted, orders are irrevocable unless the subscription offering and community offering, if any, are terminated or extended, with regulatory approval, beyond [extension date], or the number of shares of common stock to be sold is increased to more than 79,350,000 shares or decreased to less than 51,000,000 shares. If the subscription offering and community offering, if any, are extended past [extension date], we will notify all subscribers and give them the opportunity to confirm, change or cancel their orders. If you do not respond to the notice of extension, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the stock offering is increased to more than 79,350,000 shares or decreased to less than 51,000,000 shares, we will resolicit subscribers and promptly return all funds delivered to us to purchase shares of common stock in the subscription offering and any community offering, with interest. We will hold funds received in the subscription offering and any community offering in a segregated account at TruNorth Bank and the funds will earn interest at [interest rate]% per annum until completion or termination of the stock offering.

Immediately after completion of the conversion and stock offering, we expect to acquire New Hampshire-based Primary Bank for approximately $160.0 million in a combination of stock and cash, which we refer to herein as the “Merger”. We expect to pay approximately $85.4 million in cash and issue approximately 7,566,012 shares of common stock to Primary Bank’s shareholders in exchange for their shares of Primary Bank common stock. The completion of the conversion is not contingent on the completion of the Merger, however, the completion of the Merger is contingent upon completion of the conversion. If the Merger is terminated, we may determine to terminate the conversion or delay the conversion. If we determine to delay the conversion, the timing and manner of the conversion would be subject to significant modification and subscribers would have the right to modify or rescind their purchase orders.

Keefe, Bruyette & Woods, Inc. is assisting us in selling the shares of common stock, on a best efforts basis, in the subscription offering and any community offering, and will serve as sole manager for any syndicated community offering and lead-left book running manager in any firm commitment underwritten offering. Keefe, Bruyette & Woods, Inc. is not required to

purchase any shares of common stock being offered for sale in the stock offering, unless we conduct a firm commitment underwritten offering.

This investment involves a degree of risk, including the possible loss of principal.

See “Risk Factors” beginning on page 18.

OFFERING SUMMARY

Price: $10.00 per Share

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Massachusetts Depositors Insurance Fund or any other government agency.

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Massachusetts Division of Banks, the Federal Deposit Insurance Corporation nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

For assistance, contact the Stock Information Center at [SIC #].

The date of this prospectus is [prospectus date].

TABLE OF CONTENTS

SUMMARY

The following summary provides material information regarding the significant aspects of Hometown Financial Group, MHC’s mutual-to-stock conversion and the related offering of common stock by Hometown Financial Group, Inc. It may not contain all information important to you. Before making an investment decision, you should read this entire prospectus carefully, including the section entitled “Risk Factors” and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

Hometown Financial Group, Inc.

Hometown Financial Group, Inc. (referred to as “Hometown Financial” throughout this prospectus) is a newly formed Maryland corporation that will own 100% of the outstanding shares of common stock of TruNorth Bank upon completion of our conversion and stock offering. As the bank holding company of TruNorth Bank, Hometown Financial will be subject to regulation and examination by the Board of Governors of the Federal Reserve System (referred to as the “Federal Reserve Board” throughout this prospectus). It has not engaged in any business to date other than organizational matters. Its executive offices are located at 36 Main Street, Easthampton, Massachusetts 01027. The telephone number at this address is (855) 527-4111.

Hometown Financial Group, MHC

Hometown Financial Group, MHC (referred to as “Hometown MHC” throughout this prospectus) is a Massachusetts-chartered mutual holding company. Its primary business is directing the affairs of TruNorth Bank through its 100% ownership of Hometown Financial Group, Inc., a Massachusetts corporation and bank holding company (referred to as “Hometown Financial (Massachusetts)” throughout this prospectus), which in turn owns 100% of TruNorth Bank. As of June 30, 2026, Hometown 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. Its headquarters are located at 36 Main Street, Easthampton, Massachusetts 01027. The telephone number at this address is (855) 527-4111. Hometown MHC will cease to exist upon completion of the conversion.

Hometown Financial Group, Inc. (Massachusetts)

Hometown Financial (Massachusetts) is a Massachusetts corporation and wholly-owned subsidiary of Hometown MHC. Its only business activity is owning 100% of the common stock of TruNorth Bank. Its headquarters are located at 36 Main Street, Easthampton, Massachusetts 01027. The telephone number at this address is (855) 527-4111. Hometown Financial (Massachusetts) will cease to exist upon completion of the conversion.

TruNorth Bank

TruNorth Bank is a Massachusetts-chartered stock savings bank headquartered in Easthampton, Massachusetts. TruNorth Bank operates 55 banking offices across Massachusetts as well as northeastern Connecticut and southern New Hampshire, which we consider to be our primary market area. We have entered into an agreement to acquire Primary Bank, Bedford, New Hampshire, which, upon completion, will add four new southern New Hampshire locations to our branch network. See “The Acquisition of Primary Bank.”

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential mortgage loans, commercial and multi-family real estate loans, and commercial business loans. At June 30, 2026, one- to four-family residential mortgage loans totaled $2.04 billion (37.3% of the total loan portfolio), commercial real estate loans totaled $1.87 billion (34.3% of the total loan portfolio), multi-family loans totaled $622.0 million (11.4% of the total loan portfolio) and commercial business loans totaled $393.0 million (7.2% of the total loan portfolio). To a lesser extent, we also originate home equity loans and lines of credit and construction loans. We also invest in securities, primarily consisting of U.S. Government agency securities, collateralized debt obligations, state, municipal and corporate bonds, and U.S. Treasury securities. We offer a variety of deposit accounts, including certificate of deposit accounts, non-interest-bearing and interest-bearing checking accounts, money market accounts and savings accounts. We also offer investment and wealth management services through a division of TruNorth Bank known as “Hometown Wealth Management.”

In addition to our core banking business, we engage in mortgage banking operations through a division of TruNorth Bank known as “TruNorth Mortgage.” TruNorth Mortgage originates one- to four-family residential real estate loans, a portion of which are sold into the secondary market. TruNorth Mortgage utilizes available funds from TruNorth Bank to fund such 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. TruNorth Mortgage originated $108.4 million of home equity loans and home equity lines of credit during the year ended June 30, 2026 that were retained in portfolio.

TruNorth Bank is subject to regulation, supervision and examination by the Massachusetts Commissioner of Banks under Massachusetts law, by the Federal Reserve Board, as its primary federal regulator, and by the Federal Deposit Insurance Corporation (referred to as the “FDIC” throughout this prospectus), as the primary insurer of its deposit accounts, under federal law.

TruNorth Bank’s main office is located at 36 Main Street, Easthampton, Massachusetts 01027. The telephone number at this address is (855) 527-4111. Its website address is www.trunorthbank.com. Information on the website is not incorporated into this prospectus and should not be considered part of this prospectus.

Corporate History

TruNorth Bank is the result of the consolidation of the three subsidiary banks previously held separately by Hometown Financial (Massachusetts) — bankESB (formerly Easthampton Savings Bank), bankHometown (formerly Hometown Bank) and TruNorth Bank (formerly North Shore Bank) — into a single, unified institution and brand. Easthampton Savings Bank was established in 1869. In 2008, Easthampton Savings Bank completed a mutual holding company reorganization by converting from a Massachusetts-chartered mutual savings bank to a stock savings bank and establishing ESB Bancorp, MHC and ESB Bancorp, Inc. as its holding companies. Easthampton Savings Bank changed its name to “bankESB” in January 2024 and became “TruNorth Bank” in August 2026, while ESB Bancorp, MHC and ESB Bancorp, Inc. changed their names to “Hometown Financial Group, MHC” and “Hometown Financial Group, Inc.,” respectively, in 2016.

Mergers and acquisitions have historically been a meaningful component of our business model and growth strategy. In addition to our currently proposed acquisition of Primary Bank, we have acquired eight banks in the last 11 years. Hometown MHC previously pursued a “multi-bank holding company” strategy, in which it held certain acquired institutions as separate bank subsidiaries, maintaining their unique branding and footprints, while leveraging the cost-efficiencies of a larger organization and a shared services model among the institutions and building a seasoned executive management team. Matthew S. Sosik has served as our Chief Executive Officer since 2013 and has led the strategic direction of the organization throughout this period of significant growth. Previously, he served as the President and Chief Executive Officer of bankHometown (then known as “Hometown Bank”) for 17 years.

Our mergers and acquisitions since 2015 have consisted of the following:

As part of that transaction, ESB Bancorp, MHC changed its name to “Hometown Financial Group, MHC” and ESB Bancorp, Inc. changed its name to “Hometown Financial Group, Inc.” The Citizens National Bank branches were transferred to Hometown Bank in November 2016.

Hometown Bank changed its name to “bankHometown” in May 2024.

North Shore Bank changed its name to “TruNorth Bank” in February 2026.

Merger of Subsidiary Banks. On August 21, 2026, we completed the mergers of our former wholly-owned bank subsidiaries, as bankHometown, a Massachusetts-chartered savings bank, and TruNorth Bank, a Massachusetts-chartered cooperative bank, merged with and into our wholly-owned bank subsidiary, bankESB, a Massachusetts savings bank, which changed its name to “TruNorth Bank” as a part of the mergers. The bank mergers will result in a unified brand identity, which we believe will enhance our competitive position, eliminate redundancies and reduce our non-interest expenses, thereby improving our operating efficiency, allow customers of each institution to access our banking products and services without restriction throughout the entire franchise and provide a stronger platform for executing our business strategy. Further, the larger size of the resultant banking institution also allows us to pursue larger loans as a result of higher lending limits for borrowers and reduces the need for affiliate participations or addressing individual bank liquidity, capital, and interest rate requirements.

Business Strategy

Over the past decade, our mergers and acquisitions activities have significantly contributed to our growth, acquisition of talent, and geographic expansion of our banking franchise across Massachusetts and into northeast Connecticut and southern New Hampshire. As we move forward from the multi-bank mutual holding company structure and capitalize on having “TruNorth Bank” as a single brand and top community bank in New England, we expect to focus more heavily on organic growth. The capital we are raising in the conversion and stock offering will enable us to increase our lending activities, build stronger internal sales capabilities, and invest in talent, technology and infrastructure.

Core components of our current business strategy include:

Reflecting our community focus, in connection with the conversion and offering, we intend to establish a charitable foundation and fund it with shares of our common stock equal to 4% of the shares sold in the stock offering. The charitable foundation will make contributions to support various charitable organizations within the communities we serve now and in the future, and will build upon our historic charitable efforts. Our existing charitable giving program, “The Giving Tree,” which consists of five separate charitable foundations with an aggregate of $14.6 million in total assets as of June 30, 2026, donated more than $3.1 million to organizations in our local communities in 2025, and over $13 million to more than 900 groups and causes from 2015 to 2025. For further information, see “TruNorth Bank Foundation, Inc.”

Our Organizational Structure and the Proposed Conversion

On July 6, 2026, the board of trustees/directors of Hometown MHC, Hometown Financial, Hometown Financial (Massachusetts) and TruNorth Bank unanimously adopted a Plan of Conversion (which we refer to, as amended and restated on October 13, 2026, as the “plan of conversion”), pursuant to which Hometown MHC will convert from the mutual form of organization to the fully stock form of organization and establish Hometown Financial as the holding company for TruNorth Bank.

Our current corporate organizational structure is as follows:

After the completion of the conversion and stock offering, our corporate organizational structure will be as follows:

Immediately following the completion of the conversion, it is expected that Primary Bank will merge with and into TruNorth Bank, with TruNorth Bank as the surviving institution.

Reasons for the Conversion

We believe the stock holding company form of organization will provide us with access to additional resources to strengthen our capital position and pursue organic growth, better positioning TruNorth Bank to compete effectively as an independent community bank. Our primary reasons for converting and raising additional capital through the stock offering are to:

As of June 30, 2026, Hometown Financial was considered “well capitalized” for regulatory purposes and was not subject to a directive or a recommendation from any regulator to raise capital. The proceeds from the stock offering will further increase our capital position.

Terms of the Stock Offering

We are offering for sale between 51,000,000 shares and 69,000,000 shares of common stock to eligible depositors of TruNorth Bank (and its predecessor banks), to our tax qualified employee benefit plans, and to our directors, officers and employees and Hometown MHC’s corporators in a subscription offering and, to the extent shares remain available, to members of our local community and the general public in a community offering. To the extent any shares of common stock remain available following the community offering, the remaining shares may be offered in a syndicated community offering and/or firm commitment underwritten offering.The number of shares of common stock to be sold may be increased to up to 79,350,000 shares as a result of demand for the shares or changes in the market for financial institution stocks. Unless the number of shares of common stock to be offered is increased to more than 79,350,000 shares or decreased to less than 51,000,000 shares, or the stock offering is extended beyond [extension date], subscribers will not have the opportunity to change or cancel their stock orders once submitted.

The purchase price of each share of common stock to be sold in the stock offering is $10.00. Investors will not be charged a commission to purchase shares of common stock.

Persons Who May Order Shares of Common Stock in the Stock Offering

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

Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to natural persons (including trusts of natural persons) residing in the following areas (referred to as the “Local Community” throughout this prospectus):

We also may offer shares of common stock not purchased in the subscription offering or the community offering for sale to the general public through a syndicated community offering and/or firm commitment underwritten offering, which will be managed by Keefe, Bruyette & Woods, Inc. (referred to as “KBW” throughout this prospectus).

We have the right to accept or reject, in our sole discretion, orders received in the community offering, syndicated community offering or firm commitment underwritten offering, and our interpretation of the terms and conditions of the plan of conversion will be final, subject to the authority of the Massachusetts Commissioner of Banks and the Federal Reserve Board. Any determination to accept or reject stock orders in the community offering, syndicated community offering or firm commitment underwritten offering will be based on the facts and circumstances available to management at the time of the determination.

If we receive orders for more shares than we are offering for sale, we may not be able to fill your order fully or partially. Shares will be allocated first to categories in the subscription offering. A detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled “The Conversion and Stock Offering.”

How We Determined the Offering Range

General. The amount of common stock that we are offering is based on an independent appraisal of the estimated market value of Hometown Financial, assuming (1) the conversion and stock offering is completed, (2) the establishment and funding of the charitable foundation with a number of shares of common stock equal to 4% of the shares of common stock sold in the stock offering and (3) our acquisition of Primary Bank, in which we expect to issue approximately 7,566,012 shares as part of the merger consideration. RP Financial, LC. (referred to as “RP Financial” throughout this prospectus), our independent appraiser, has estimated that, as of August 4, 2026, this market value (including the value of the shares to be contributed to the charitable foundation) was $624.0 million. Based on applicable state and federal regulations, this market value forms the midpoint of a valuation range with a minimum of $530.4 million and a maximum of $717.6 million. Based on this valuation range and the $10.00 per share price, the number of shares of common stock being offered for sale in the stock offering ranges from 51,000,000 shares to 69,000,000 shares. The purchase price of $10.00 per share was selected primarily because it is the most commonly used price in mutual-to-stock conversions of financial institutions. RP Financial will update its appraisal before we complete the conversion and stock offering. If, as a result of demand for the shares or changes in market conditions, RP Financial determines that our estimated valuation has increased, we may sell up to 79,350,000 shares in the stock offering without further notice to you.

If our pro forma market value at the time of the completion of the conversion and stock offering is either below $530.4 million (including the value of the shares to be contributed to the charitable foundation) or above $825.2 million (including the value of the shares to be contributed to the charitable foundation), then, after consulting with the Massachusetts Division of Banks and the Federal Reserve Board, we may terminate the stock offering and promptly return all funds with interest; set a new offering range and give all subscribers the opportunity to place a new order; or take such other actions as may be permitted by our regulators. The shares to be issued to fund the stock portion of the merger consideration for our acquisition of Primary Bank are not included in the offering range. We intend to close the Merger immediately after the completion of the conversion and stock offering. We currently estimate that the shares issued as merger consideration will total approximately 7,566,012, but this number may increase if the number of shares of Primary Bank common stock increases before the closing through the exercise of outstanding stock options.

Adjustments to Independent Appraisal. In applying each of the valuation methods, RP Financial considered adjustments to the pro forma market value based on a comparison of Hometown Financial with the peer group. RP Financial advised the board of directors that the valuation analysis took into consideration that relative to the peer group a slight downward adjustment was applied for profitability, growth and viability of earnings and a slight upward adjustment was applied for financial condition. RP Financial made no adjustments for asset growth, primary market area, dividends, liquidity of the shares, marketing of the issue, management and the effect of government regulations and regulatory reform.

The downward adjustment applied for profitability, growth and viability of earnings took into consideration Hometown Financial’s lower pro forma core earnings, based on Hometown Financial’s lower pro forma returns on average assets and average equity. The upward adjustment applied for financial condition was due to Hometown Financial’s stronger pro forma capital position, more favorable pro forma balance sheet liquidity and lower cost of interest-bearing liabilities.

Peer Group. The appraisal is based in part on our financial condition and results of operations, the pro forma effect of the capital raised by the sale of shares of common stock in the stock offering, our acquisition of Primary Bank, and an analysis of the following peer group of publicly traded bank holding companies and savings and loan holding companies that RP Financial considered comparable to us:

Selected Pricing Ratios. The following table presents a summary of our selected pricing ratios (on a pro forma basis) as of and for the year ended June 30, 2026 and for the peer group as of and for the twelve months ended June 30, 2026 (or the last twelve months for which data are available), with stock prices as of August 4, 2026, as disclosed in the appraisal report. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a

discount of 18.1% on a price-to-earnings basis, a discount of 59.5% on a price-to-book value basis and a discount of 59.5% on a price-to-tangible book value basis.

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

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion and Stock Offering – Determination of Share Price and Number of Shares to be Issued.”

Limits on How Much Common Stock You May Purchase

The minimum number of shares of common stock that may be purchased is 25. Generally, no individual, or individuals exercising subscription rights through a single qualifying account held jointly, may purchase more than 50,000 shares ($500,000) of common stock. Additionally, if any of the following persons purchase shares of common stock, their purchases, in all categories of the stock offering, will be combined with your purchases and may not exceed 120,000 shares ($1,200,000):

See the detailed descriptions of “acting in concert” and “associate” in “The Conversion and Stock Offering – Limitations on Common Stock Purchases.”

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

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

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

Cash will be accepted only at TruNorth Bank’s office located at 36 Main Street, Easthampton, Massachusetts, 31 Sutton Avenue, Oxford, Massachusetts, or 248 Andover Street (Rt. 114), Peabody, Massachusetts, and will be converted to a bank check. Do not remit cash by mail.

By law, TruNorth Bank is prohibited from lending funds or extending credit to anyone to purchase shares of common stock in the stock offering. Additionally, you may not use any type of third-party check to pay for shares of common stock. Wire transfers will not be accepted. You may not submit a TruNorth Bank (or one if its predecessor banks) line of credit check for payment. You may not designate withdrawal from TruNorth Bank’s accounts with check-writing privileges; rather, submit a check. If you request a direct withdrawal from an account with check-writing privileges, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount and we will immediately withdraw the amount from the specified account(s). You may not authorize direct withdrawal from a retirement account at TruNorth Bank. See “—Using Retirement Account Funds to Purchase Shares of Common Stock in the Subscription and Community Offerings.”

You may subscribe for shares of common stock in the subscription offering and any community offering by delivering a signed and completed original stock order form, together with full payment payable to Hometown Financial Group, Inc. or authorization to withdraw funds from one or more of your TruNorth Bank deposit accounts, provided that the stock order form is received (not postmarked) before 2:00 p.m., Eastern time, on [expiration date], which is the expiration of the subscription offering period. Your completed and signed stock order form and payment may be submitted to us by paying for overnight delivery to the address listed on the stock order form or by regular mail using the stock order reply envelope provided. You may also hand-deliver stock order forms to TruNorth Bank’s office located at 36 Main Street, Easthampton, Massachusetts, 31 Sutton Avenue, Oxford, Massachusetts, or 248 Andover Street (Rt. 114), Peabody, Massachusetts. Hand-delivery of stock order forms will be accepted only at these locations. We will not accept stock order forms at other offices of TruNorth Bank. Do not mail stock order forms to any of TruNorth Bank’s offices.

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

We are not required to deliver a prospectus or stock order form by means other than U.S. mail. After a prospectus and stock order form have been deposited in the U.S. mail, delivery issues may arise that are beyond our control and there can be no guarantee that all eligible subscribers will receive their prospectus and stock order form before the expiration of the subscription and/or community offering, if at all. Similarly, once a completed stock order form has been deposited in the U.S. mail, delivery issues may arise that are beyond our control and there can be no guarantee that a completed original stock order form will be received by us before the expiration of the subscription and/or community offering, if at all. The only way to guarantee our receipt of a completed original stock order form is to hand deliver the completed original stock order form to a dedicated Stock Information Center representative at our offices located at 36 Main Street, Easthampton, Massachusetts, 31 Sutton Avenue, Oxford, Massachusetts, or 248 Andover Street (Rt. 114), Peabody, Massachusetts.

Using Retirement Account Funds to Purchase Shares of Common Stock in the Subscription and Community Offerings

You may be able to subscribe for shares of common stock using funds in your IRA or other retirement account at TruNorth Bank. If you wish to use some or all of the funds in your TruNorth Bank IRA or other retirement account, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. An annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock

Information Center promptly, preferably at least two weeks before the [expiration date] offering deadline, for assistance with purchases using funds in your IRA or other retirement account you may have at TruNorth Bank or elsewhere. Whether you may use such funds to purchase shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

See “The Conversion and Stock Offering – Procedure for Purchasing Shares in the Subscription and Community Offerings – Payment for Shares” and “—Using Individual Retirement Account Funds” for a complete description of how to use IRA funds to purchase shares of common stock in the stock offering.

Purchases by Executive Officers and Directors/Trustees and Ownership by Benefit Plans

We expect our directors/trustees and executive officers, together with their associates, to subscribe for 1,195,000 shares ($11,950,000) of common stock in the stock offering, or 2.3% of the shares to be sold at the minimum of the offering range (excluding shares to be issued to the charitable foundation). Our directors/trustees and executive officers will pay the same $10.00 per share price for the common stock as all other subscribers in the stock offering. Purchases of the common stock by our directors/trustees and executive officers are for investment purposes for these individuals and not with a view towards resale, and pursuant to applicable conversion regulations, our directors/trustees and executive officers generally will not be permitted to sell any shares of the common stock that they purchase in the stock offering for a period of at least one year from the closing of the conversion and stock offering. See “Subscriptions by Directors and Executive Officers.”

Additionally, we expect the ESOP to purchase 8% of the sum of the number of shares of common stock sold in the stock offering and contributed to the charitable foundation. We also expect, following completion of the conversion and stock offering and subject to stockholder approval, to adopt and implement one or more stock-based benefit plans. If and when the shares authorized by these plans are granted to our officers and directors, their stock ownership will increase. See “ – Benefits to Management and Potential Dilution to Stockholders Following the Conversion and Stock Offering.”

How We Intend to Use the Proceeds From the Stock Offering

Assuming the sale of 60,000,000 shares of common stock in the stock offering at the midpoint of the offering range, resulting in net proceeds of $588.8 million, Hometown Financial intends to distribute the net proceeds as follows:

Hometown Financial may use its remaining portion of the net proceeds for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes, subject to regulatory approval as applicable. The remainder of the net proceeds that TruNorth Bank retains, after funding the cash portion of the purchase price for our acquisition of Primary Bank, will enhance its capital position to support increased lending and may also be used for investments, to pay down borrowings, and for other general corporate purposes.

Both the net proceeds retained by Hometown Financial and the net proceeds contributed to TruNorth Bank also may be used for future business expansion through acquisitions of other financial institutions, de novo branching, or branch acquisitions. There are no current arrangements or agreements with respect to any such expansion activities, other than our acquisition of Primary Bank. Initially, a substantial portion of the net proceeds will be invested in short-term investments consistent with our investment policy.

We do not anticipate that the number of shares we sell in the stock offering will significantly change the respective uses of proceeds by TruNorth Bank and Hometown Financial. See “How We Intend to Use the Proceeds From the Stock Offering” for more information on the proposed use of the proceeds from the stock offering, including a table showing the distribution of net proceeds at different points in the offering range.

Contribution of Common Stock to Charitable Foundation

To further our commitment to our local community, we intend to establish and fund a charitable foundation in connection with the conversion and stock offering. The charitable foundation will be dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate now and may operate in the future, and will build upon our historic charitable efforts. Our existing charitable giving program, “The Giving Tree,” which consists of five separate charitable foundations with an aggregate of $14.6 million in total assets as of June 30, 2026, donated more than $3.1 million to organizations in our local communities in 2025, and collectively donated over $13 million to more than 900 groups and causes from 2015 to 2025. The corporators of Hometown MHC must approve the establishment of the charitable foundation and funding it with a number of shares of our common stock (valued at $10.00 per share) equal to 4% of the shares of common stock sold in the stock offering.

The charitable foundation will be required to distribute annually in grants or donations a minimum of 5% of the average fair market value of its net investment assets. Assuming our initial contribution of stock is valued at $24.0 million at the midpoint of the offering range, the charitable foundation is expected to make contributions totaling approximately $1.2 million in its first year of operation.

The contribution of shares of common stock to the charitable foundation will dilute the voting interests of purchasers of shares of our common stock in the stock offering.

If we did not intend to establish and fund the charitable foundation, we would be offering more shares of common stock for sale in the stock offering. For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the stock offering, see “Risk Factors – Risks Related to Our Contribution to the Charitable Foundation – The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in the year in which we consummate the conversion and stock offering” and “Comparison of Independent Valuation and Pro Forma Information With and Without Charitable Foundation.”

You May Not Sell or Transfer Your Subscription Rights

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

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

The deadline for submitting orders to purchase shares of common stock in the subscription offering and any community offering is 2:00 p.m., Eastern time, on [expiration date], unless we extend this deadline. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.

Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 2:00 p.m., Eastern time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights.

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

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

If we do not receive orders for at least 51,000,000 shares of common stock in the stock offering (not counting shares to be contributed to our charitable foundation), we may take additional steps to complete the stock offering, specifically, we may:

If we extend the stock offering past [extension date], we will resolicit subscribers. You will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period of time, your stock order will be cancelled, and your deposit account withdrawal authorizations will be cancelled or your funds submitted will be returned promptly with interest at [interest rate]% from the date the stock order was processed. If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount and who indicated on their stock order form an interest in being resolicited will be given the opportunity to increase their subscriptions up to the newly applicable limit.

Possible Change in the Offering Range

RP Financial will update its appraisal before we complete the stock offering. If, as a result of demand for the shares, changes in market conditions or changes to our financial condition, operating results or other aspects of our business, RP Financial determines that our pro forma market value has increased, we may sell up to 79,350,000 shares in the stock offering without further notice to you. If our pro forma market value (including the value of the shares to be contributed to the charitable foundation) at that time is either below $530.4 million or above $825.2 million, then, after consulting with the Federal Reserve Board and the Massachusetts Commissioner of Banks, we may:

If we set a new offering range, we will promptly return funds, with interest at [interest rate]% per annum for funds received in the stock offering, cancel deposit account withdrawal authorizations and commence a resolicitation. In connection with the resolicitation, we will notify subscribers of their right to place a new stock order for a specified period of time.

Possible Termination of the Stock Offering

We may terminate the stock offering at any time with the approval, to the extent such approval is required, of the Massachusetts Commissioner of Banks and the Federal Reserve Board.

We must sell a minimum of 51,000,000 shares to complete the stock offering (not including the shares we intend to contribute to the charitable foundation). If we terminate the stock offering because we fail to sell the minimum number of shares or for any other reason, we will promptly return your funds with interest at [interest rate]% per annum, and we will cancel deposit account withdrawal authorizations.

Conditions to Completion of the Conversion and Stock Offering

We cannot complete the conversion and stock offering unless:

The completion of the conversion is not contingent on the completion of the Merger, however, the completion of the Merger is contingent on our completion of the conversion. If the Merger is terminated, we may determine to terminate the conversion or delay the conversion. If we determine to delay the conversion, the timing and manner of the conversion would be subject to significant modification and subscribers would have the right to modify or rescind their purchase orders.

Benefits to Management and Potential Dilution to Stockholders Following the Conversion and Stock Offering

We expect the ESOP to purchase 8% of the sum of the number of shares of common stock sold in the stock offering and contributed to the charitable foundation, or 5,740,800 shares of common stock assuming we sell 69,000,000 shares at the maximum of the offering range.

We also intend to implement one or more stock-based benefit plans after the completion of the conversion and stock offering. Stockholder approval of these plans will be required, and the stock-based benefit plans cannot be implemented until at least six months after the completion of the conversion and stock offering pursuant to applicable regulations. We have not yet determined whether we will present these plans for stockholder approval within 12 months following the completion of the conversion and stock offering or more than 12 months after the completion of the conversion and stock offering. If presented more than 12 months after the completion of the conversion and stock offering, these plans would require the approval of our stockholders by a majority of votes cast; otherwise, they would require the approval of our stockholders by a majority of votes eligible to be cast. Further, several restrictions would apply to these plans if adopted within one year of the conversion and stock offering, including limits on awards to non-employee directors and officers and on vesting. See “Management – Benefits to be Considered Following Completion of the Conversion and Stock Offering.” For example, if adopted within 12 months following the completion of the conversion and stock offering, the stock-based benefit plans will reserve a number of shares of common stock equal to not more than 4% of the shares issued in the conversion and stock offering (including shares contributed to the charitable foundation) for restricted stock awards to key employees and directors, at no cost to the recipients, and will also reserve a number of stock options equal to not more than 10% of the sum of the shares of common stock sold in the stock offering and contributed to the charitable foundation for key employees and directors.

If 4% of the sum of the shares of common stock sold in the stock offering and contributed to the charitable foundation are awarded under a stock-based benefit plan and come from authorized but unissued shares of common stock, at the midpoint of the offering range, stockholders would experience dilution of 3.43% in their ownership interest in Hometown Financial. If 10% of the sum of the shares of common stock sold in the stock offering and contributed to the charitable foundation are issued upon the exercise of options granted under a stock-based benefit plan and come from authorized but unissued shares of common stock, at the midpoint of the offering range, stockholders would experience dilution of 8.19% in their ownership interest in Hometown Financial.

In connection with the conversion and stock offering, we intend to enter into employment agreements and change in control agreements with certain of our executive officers. See “Management – Executive Compensation” for a further discussion of these agreements, including their terms and potential costs, as well as a description of other benefits arrangements.

The following table summarizes the number of shares of common stock and aggregate dollar value of grants (valuing each share granted at the offering price of $10.00) that will be available under the ESOP and one or more stock-based benefit plans if such plans are adopted within one year following the completion of the conversion and stock offering. The table shows the dilution to stockholders if all these shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the ESOP for allocation to all

employees. A portion of the stock awards and stock option grants shown in the table below may be made to non-management employees.

Market for Common Stock

There is no current public or private market for our common stock. We anticipate that the shares of common stock sold in the stock offering and contributed to the charitable foundation will be listed on the Nasdaq Capital Market under the symbol “HFG” following the completion of the conversion and stock offering. Completion of the stock offering is contingent on receipt of final approval for our common stock to be traded on the Nasdaq Capital Market. KBW has advised us that it intends to make a market in the common stock following the completion of the conversion and stock offering, but it is not obligated to do so. See “Market for the Common Stock.”

Our Policy Regarding Dividends

Following the conversion and stock offering, our board of directors will be authorized to declare and pay dividends on our shares of common stock. The determination by the board of directors of whether to declare a dividend and the amount of any such dividend is subject to our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No decision has been made with respect to the amount, if any, and timing of any dividend payments. We cannot assure you that we will pay dividends in the future, or that any such dividends will not be reduced or eliminated in the future. For information regarding our proposed dividend policy, see “Our Policy Regarding Dividends.”

Material Income Tax Consequences

As a general matter, the stock offering and conversion will not be taxable for purposes of federal or state income taxes to Hometown MHC, Hometown Financial, Hometown Financial (Massachusetts), TruNorth Bank, or persons eligible to subscribe in the subscription offering. See “The Conversion and Stock Offering – Material Income Tax Consequences” for a complete discussion of the income tax consequences of the conversion and stock offering.

Delivery of Shares of Common Stock

All shares of common stock sold in the subscription offering and any community offering will be issued in book entry form and held electronically on the books of our transfer agent. Stock certificates will not be issued. Our transfer agent will mail a statement reflecting ownership of shares of common stock sold in the stock offering to the persons entitled thereto at the address noted by them on their stock order form as soon as practicable following consummation of the conversion and stock offering. We expect trading in the common stock to begin on the business day of or on the business day immediately following the completion of the conversion and stock offering. It is possible that until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading. Your ability to sell the shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Emerging Growth Company Status

Hometown Financial qualifies as an “emerging growth company” under the federal securities laws. For as long as we are an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies. See “Risk Factors – Risks Related to Laws and Regulations – We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors” and “Supervision and Regulation – Emerging Growth Company Status.”

We will cease to be an emerging growth company upon the earliest of: (1) the end of the fiscal year following the fifth anniversary of the completion of the conversion and stock offering; (2) the first fiscal year after our annual gross revenues are $1.235 billion (adjusted for inflation) or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million at the end of the second quarter of that fiscal year, assuming we have been subject to reporting requirements under the Securities Exchange Act of 1934 for at least 12 months and have filed one annual report thereunder.

A company that qualifies as an emerging growth company may elect to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. This election must be made when the company is first required to file a registration statement with the SEC and it is irrevocable during the period the company qualifies as an emerging growth company. We have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

How You Can Obtain Additional Information – Stock Information Center

By law, our banking personnel may not assist with investment-related questions about the stock offering. If you have any questions regarding the conversion and stock offering, call our Stock Information Center at [SIC #]. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern time, except bank holidays.

Important Risks in Owning Hometown Financial Common Stock

An investment in our common stock involves substantial risks and uncertainties. Investors should carefully consider all of the information in this prospectus, including the detailed discussion of these and other risks under “Risk Factors” beginning on page 18, before investing in our common stock.

Specific areas of risk related to our business include those related to: our lending activities; market interest rates; economic conditions; our liquidity and funding sources; growth strategies; laws and regulations; competitive matters; operational matters; and accounting matters.

Specific risks related to the stock offering include those related to the future trading price of our common stock; the use of the net offering proceeds; the trading market for our common stock; our return on equity after the completion of the stock offering; intended new stock-based benefit plans; anti-takeover factors; and a forum selection provision for certain litigation.

Specific risks related to the planned contribution to the charitable foundation include dilution.

Before making an investment decision, you should read this entire prospectus carefully, including the consolidated financial statements and related notes appearing elsewhere in this prospectus and the section entitled “Risk Factors” that immediately follows and discusses the above risks in further detail.

RISK FACTORS

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

Risk Factors Summary

Risks related to our lending activities include:

Risks related to market interest rates include:

Risks related to economic conditions include:

Risks related to our liquidity and funding include:

Risks related to our growth strategies, including the Merger with Primary Bank, include:

Risks related to laws and regulations include:

Risks related to competitive matters include:

Risks related to operational matters include:

Risks related to accounting matters include:

Risks related to the stock offering include:

Risks related to our contribution to the charitable foundation include:

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 – 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 the Merger with Primary Bank

The proposed Merger of Primary Bank with and into TruNorth Bank may not be completed on the expected timeline or at all.

On July 6, 2026, we entered into an agreement to acquire Bedford, New Hampshire-based Primary Bank. See “The Acquisition of Primary Bank” for additional detail. 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 conversion and stock 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.

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, key employee retention, and operational synergies. These projections and assumptions may prove to be inaccurate or premature, 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.

The conversion is a condition to the Merger; failure to complete the conversion will prevent closing.

Completion of the conversion and stock offering is a condition to the obligation of both Hometown Financial and TruNorth Bank, on the one hand, and Primary Bank, on the other hand, to consummate the Merger. If the conversion cannot be completed, including because we do not receive orders for the minimum number of shares in the stock offering or because the required regulatory approvals for the conversion are not obtained, then the Merger will not be consummated even if all other conditions to the Merger have been satisfied.

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

It is a condition to our 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 of Primary Bank shareholders held to consider the Merger. 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, we will have the right to elect not to proceed with and to terminate our merger agreement with Primary Bank.

Even if the Merger is completed notwithstanding the exercise of dissenters’ rights by any Primary Bank shareholders, the cost of paying the fair value of dissenting shares and related expenses may exceed the merger consideration that we would otherwise have paid to dissenting shareholders, which could reduce the resources available to fund the operations and integration of the combined company.

Our stockholders will have their ownership and voting interests in Hometown Financial reduced after the Primary Bank merger and will exercise less influence over management.

Our stockholders will have the right to vote in the election of directors and on other matters affecting Hometown Financial. Based on the number of shares of Primary Bank common stock outstanding and reserved for issuance as of June 30, 2026, Hometown Financial expects to issue approximately 7,566,012 shares of its common stock in the Merger. Following the completion of the Merger, former shareholders of Primary Bank stock will own approximately 10.8% of Hometown Financial common stock, while the new stockholders of Hometown Financial common stock who receive shares in the stock offering, including shares held by the new charitable foundation being formed, will own approximately 89.2% of the common stock of Hometown Financial at the midpoint of the offering range. Additionally, at least one (and potentially two) legacy Primary Bank directors will join the Hometown Financial board of directors as of the effective time of the Merger. Because of this, the new stockholders of Hometown Financial may have less influence on the management and policies of the surviving corporation than they would otherwise have on the management and policies of Hometown Financial absent the Merger.

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.

Hometown Financial will be, and TruNorth Bank is, subject to extensive regulation, supervision and examination by the Federal Reserve Board, 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.

Hometown Financial 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.

Hometown Financial is a legal entity separate and distinct from TruNorth Bank. The revenues and cash flows of Hometown Financial (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 Hometown Financial, 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 “Our 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. 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 Massachusetts Depositors Insurance Fund requires member institutions that pose greater than normal loss exposure risk to the Massachusetts 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 Massachusetts 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 Massachusetts Depositors Insurance Fund in late 2026, in which case we anticipate that TruNorth Bank will be required to exit the Massachusetts 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 Massachusetts Depositors Insurance Fund. For one year following the exit date, the Massachusetts 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 Massachusetts 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 Hometown Financial 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 – 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 future price of our common stock may be less than the purchase price in the stock offering.

If you purchase shares of common stock in the stock offering, you may not be able to sell them at or above the $10.00 purchase price. The aggregate purchase price of the shares of common stock sold in the stock offering is based upon an independent third-party appraisal of the pro forma market value of Hometown Financial. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock. Such appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. Price fluctuations in our common stock may be unrelated to our operating performance.

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

We intend to invest between $249.8 million and $339.0 million of the net proceeds of the stock offering (or $390.4 million at the adjusted maximum of the offering range) in TruNorth Bank. We also intend to use a portion of the net proceeds to fund a loan for the purchase of shares of common stock in the stock offering by the ESOP and repay our $135.0 million senior note, which is due on March 15, 2027. TruNorth Bank intends to use the net proceeds it receives to fund the cash portion of the purchase price for our pending acquisition of Primary Bank, which we currently estimate will total approximately $85.4 million (including cash payments for Primary Bank stock options), to fund new loans, invest in securities, or for other general corporate purposes. Except for the loan to the ESOP, repayment of our senior debt, and acquisition of Primary Bank, we have not allocated specific amounts of the net proceeds for any of the foregoing purposes, and we will have broad discretion in determining the amount of the net proceeds we apply to different uses and when we apply or reinvest such proceeds. We have not established a timetable for investing the net proceeds, and, accordingly, we may not invest the net proceeds at a time that is most beneficial to

Hometown Financial, its stockholders, or TruNorth Bank. For additional information see “How We Intend to Use the Proceeds From 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 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 “Pro Forma Data,” assuming the $10.00 per share offering price as fair market value. Actual expense may be higher if the price of our common stock at the time the shares are allocated or awarded is greater than $10.00 per share. For further discussion of our proposed stock-based plans, see “Management – 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 Hometown Financial’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 Hometown Financial 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 Hometown Financial’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 Hometown Financial 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 “Management – Benefits to be Considered Following Completion of the 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.

Hometown Financial’s articles of incorporation provide that, unless Hometown Financial 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

Hometown Financial; (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Hometown Financial to Hometown Financial 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 Hometown Financial 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.

Risks Related to Our Contribution to the Charitable Foundation

The contribution to the charitable foundation will dilute your ownership interest.

We intend to establish and fund a new charitable foundation in connection with the conversion and stock offering. We intend to contribute to it a number of shares of common stock equal to 4% of the shares of common stock sold in the stock offering. At the midpoint of the offering range, the share contribution to the charitable foundation would dilute an investor’s ownership interest in Hometown Financial by 3.43%.

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code of 1986, as amended (the “Code”), an entity is permitted to deduct up to 10% of its taxable income (generally income before federal income taxes and charitable contributions expense) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period and expires thereafter.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present summary financial information at each date or for each of the periods indicated. The summary information is derived in part from the consolidated financial statements of Hometown Financial Group, MHC. The financial condition data at June 30, 2026 and 2025 and the operating data for the years ended June 30, 2026 and 2025 were derived from the audited consolidated financial statements of Hometown Financial Group, MHC included elsewhere in this prospectus. The following information is only a summary and should be read in conjunction with the consolidated financial statements and related notes of Hometown Financial Group, MHC beginning on page F-1 of this prospectus.

RECENT DEVELOPMENTS

The following tables present summary financial information at each date or for each of the periods indicated. The summary information is derived in part from the consolidated financial statements of Hometown Financial Group, MHC. The financial information at September 30, 2026 and for the three months ended September 30, 2026 and 2025 is unaudited but, in the opinion of management, includes all normal and recurring adjustments necessary for a fair presentation. Such adjustments are the only adjustments included in such financial information. The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the results of operations for the entire year or for any other period. The financial information at June 30, 2026 was derived from and should be read in conjunction with the consolidated financial statements and related notes of Hometown Financial Group, MHC beginning on page F-1 of this prospectus.