Hoyne Bancorp, Inc.

S-11 tm2517031-2_s1.htm S-1

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

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933​

HOYNE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

810 S. Oak Park Avenue

Oak Park, Illinois 60304

(708) 434-4300

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Walter F. Healy

President and Chief Executive Officer

Hoyne Bancorp, Inc.

810 S. Oak Park Avenue

Oak Park, Illinois 60304

(708) 434-4300

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

Copies to:

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

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

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PROSPECTUS

(PROPOSED HOLDING COMPANY FOR HOYNE SAVINGS BANK)

UP TO 6,900,000 SHARES OF COMMON STOCK

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

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

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

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

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

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

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

OFFERING SUMMARY

Price: $10.00 Per Share

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(1)

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

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(2)

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

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

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

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Keefe, Bruyette & Woods

A Stifel Company

For assistance, please contact the Stock Information Center at .

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The date of this prospectus is , 2025.