What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-07-16 compared with 2023-06-29 · 30 added, 47 removed, 108 unchanged (42% of the section changed)

4 unchanged sentences

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

As of March 31, 2023, the Company's management, including the Company's Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer), has evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15 and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As of March 31, 2024, the Company's management, including the Company's Interim Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer), has evaluated the effectiveness of the Company's disclosure controls and procedures as defined in Rules 13a-15 and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must necessarily reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023.

Based on the foregoing evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024.

(b) Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company's system of internal control is designed under the supervision of management, including the Company's Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with U.S.

The Company's system of internal control is designed under the supervision of management, including the Company's Interim Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with U.S.

The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;

3 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions or that the degree of compliance with policies and procedures may deteriorate.

The management of Carver Bancorp, Inc., with participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2023.

The management of Carver Bancorp, Inc., with participation of the Interim Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2024.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control -- Integrated Framework (2013).

3 unchanged sentences

There have not been any changes in the Company’s internal control over financial reporting during the fiscal year ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have not been any changes in the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION.

Amendment and Restatement of the Bylaws of Carver Bancorp, Inc.

Effective June 27, 2023, the Company’s Board of Directors approved and adopted an amendment and restatement of the Second Amended and Restated Bylaws of Carver Bancorp, Inc.

(as so amended and restated, the “Bylaws”).

The Company's Board of Directors approved the Bylaws as part of its periodic review of the Company’s corporate governance.

Among other matters, the Bylaws make certain updates to the Company’s director qualifications, including, providing that (A) no person will be eligible for election or appointment to the Board of Directors:

(i) if a financial or securities regulatory agency or a financial or securities self-regulatory agency, has, within the past ten years, issued a cease and desist, consent or other formal order against such person, which order is subject to public disclosure by such agency, including but not limited to an order related to the settlement of charges;

(ii) if such person has been convicted of a crime involving dishonesty or breach of trust which is punishable by imprisonment for a term exceeding one year under state or federal law;

or (iii) if such person is currently charged in any information, indictment, or other complaint with the commission of or participation in such a crime, (B) no person may serve on the Board of Directors if such person is:

(u) at the same time, a director, officer, employee or 10% or more stockholder of a bank, savings institution, credit union, mortgage banking company, consumer loan company or similar organization, other than a subsidiary of the Company, that engages in financial services related business activities or solicits customers, whether through a physical presence or electronically, in the same market area as the Company or any of its subsidiaries;

(v) does not agree in writing to comply with all of the Company’s policies applicable to directors including but not limited to its confidentiality policy and confirm in writing his or her qualifications hereunder;

(w) is a party to any agreement, understanding or arrangement with a party other than the Company or a subsidiary that (1) provides him or her with material benefits which are tied to or contingent on the Company entering into a merger, sale of control or similar transaction in which it is not the surviving institution, (2) materially limits his or her voting discretion as a member of the Board of Directors of the Company, or (3) materially impairs his or her ability to discharge his or her fiduciary duties with respect to the fundamental strategic direction of the Company;

(x) has lost more than one election for service as a director of the Company;

(y) is the representative or agent of, or a member of a group acting in concert that includes, a person who is ineligible for election or appointment to the Board of Directors under Section 2 of the Bylaws;

or (z) is the nominee or representative of a company of which any of the directors, partners, trustees or 10% stockholders would not be eligible for election or appointment to the Board of Directors under the Bylaws and (C) the Board of Directors will have the power to construe and apply the provisions of Section 2 of the Bylaws and to make all determinations necessary or desirable to implement such provisions.

The foregoing summary is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated by reference in this Item 9B.

During the fourth quarter of fiscal year 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as that term is used in SEC regulations..

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

13 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Our independent registered public accounting firm is BDO USA, LLP , New York, New York , PCAOB ID:

Our independent registered public accounting firm is BDO USA, P.C.

, New York, New York , PCAOB ID:

The information required in response to this Item is incorporated by reference from the section entitled "Auditor Fee Information" in the Proxy Statement.

18 unchanged sentences

Exhibit Number Description

2.1 Securities Purchase Agreement by and between Carver Bancorp, Inc.

Treasury Department, dated August 6, 2020 (1)

2.2 Stock Purchase Agreement, by and between Carver Bancorp, Inc.

and Wells Fargo Central Pacific Holdings, Inc., dated February 1, 2021 (2)

2.3 Stock Purchase Agreement, by and between Carver Bancorp, Inc.

Morgan Chase Community Development Corporation, dated February 16, 2021 (3)

2.4 Preferred Stock Purchase Agreement, by and between Carver Bancorp, Inc.

Morgan Chase Community Development Corporation, dated September 27, 2021 (4)

3.1 Certificate of Incorporation of Carver Bancorp, Inc.

2 unchanged sentences

3.4 Certificate of Amendment to the Certificate of Incorporation of Carver Bancorp, Inc.

3.5 Certificate of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series E, par value $0.01 per share (8)

3.6 Certificate of Amendment of Certificate of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series E, par value $0.01 per share (9)

3.7 Amended and Restated Certificate of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series F, par value $0.01 per share (10)

3.5 Certificate of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series E, par value $0.01 per shar e (5)

3.6 Certificate of Amendment of Certificate of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series E, par value $0.01 per shar e (6)

3.7 Amended and Restated Certificate of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series F, par value $0.01 per shar e (7)

4.1 Stock Certificate of Carver Bancorp, Inc.

4.2 Description of Carver Bancorp, Inc.

Securitie s ( 8)

10.1 Carver Federal Savings Bank 401(k) Savings Plan in RSI Retirement Trust, as amended and restated effective as of January 1, 1997 and including provisions effective through January 1, 2002 ( 9 )

10 unchanged sentences

and Piper Sandler & Co., dated as of December 14, 202 1 (14)

10.9 I nvestment Agreement, by and b etween Carver Bancorp, Inc.

and National Community Investment Fund, dated July 19, 202 3 (1 5 )

10.10 E mployment Agreement with Craig C.

MacKay (1 6 )

11 Code of Ethics (1 7 )

21.1 Subsidiaries of the Registrant

23.1 Consent of Current Independent Registered Public Accounting Firm - BDO USA, LLP

21.1 Subsidiaries of the Registran t (18)

23.1 Consent of Current Independent Registered Public Accounting Firm - BDO USA , P.

31.1 Certifications of Chief Executive Officer

2 unchanged sentences

32.2 Written Statement of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.

97.1 Carver Bancorp, Inc.

Clawback Policy

Exhibits 101 Interactive data files pursuant to Rule 405 of Regulation S-T:

1 unchanged sentence

104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

(1) Incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission filed on August 6, 2020.

(2) Incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission filed on February 1, 2021.

(3) Incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission filed on February 22, 2021.

(4) Incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission filed on September 30, 2021.

(1) Incorporated herein by reference to Registration Statement No.

333-5559 on Form S-4 of the Registrant filed with the Securities and Exchange Commission on June 7, 1996.

(2) Incorporated herein by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission filed on June 29, 2023.

(3) Incorporated herein by reference to Exhibit 3.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission filed on July 6, 2011.

3 unchanged sentences

(7) Incorporated herein by reference to Exhibit 3.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission filed on September 30, 2021.

(8) Incorporated herein by reference to Exhibit 4.2 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission filed on June 29, 2023.

(9) Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

4 unchanged sentences

(14) Incorporated herein by reference to the Exhibit 10.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission filed on December 14, 2021.

(15) Incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2023.

(16) Incorporated herein by reference to Exhibit 10.1 to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2023.

(17) Incorporated herein by reference to the Exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2006.

(18) Incorporated herein by reference to Exhibit 21.1 to the Registrant's Annual Report on Form 10-K for the fixcal year pended March 31, 2023.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CARVER BANCORP, INC.

June 29, 2023 By /s/ Michael T.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on June 29, 2023 by the following persons on behalf of the Registrant and in the capacities indicated.

/s/ Michael T.

Pugh President and Chief Executive Officer

Pugh (Principal Executive Officer)

July 16, 2024 By /s/ Craig C.

Interim President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below on July 16, 2024 by the following persons on behalf of the Registrant and in the capacities indicated.

MacKay Director, Interim President and Chief Executive Officer

MacKay (Principal Executive Officer)

/s/ Christina L.

8 unchanged sentences

Knuckles Director

MacKay Director

Nunn Director

/s/ Michael T.

Pugh Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures