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Item 9A. Controls and Procedures

2025-06-24 compared with 2024-07-16 · 24 added, 32 removed, 106 unchanged (35% 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, 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”).

As of March 31, 2025, 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”).

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

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, 2025.

(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 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 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 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 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.

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, 2025.

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).

5 unchanged sentences

OTHER INFORMATION.

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..

During the fourth quarter of fiscal year 2025, no directors or executive officers of the Company 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.

39 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 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)

3.5 Certificate of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series E, par value $0.01 per share (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 share (6)

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

4.1 Stock Certificate of Carver Bancorp, Inc.

4.2 Description of Carver Bancorp, Inc.

Securitie s ( 8)

Securities (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)

2 unchanged sentences

10.4 Carver Bancorp, Inc.

2006 Stock Incentive Plan, effective as of September 12, 2006 ( 10 )

10.5 Amendment to the Carver Bancorp, Inc.

Stock Incentive Plan ( 11 )

10.6 Carver Bancorp, Inc.

20 24 Equity Incentive Plan (10)

10.5 Formal Agreement by and between Carver Federal Savings Bank and the Office of the Comptroller of the Currency ( 11 )

10.8 Sales Agreement by and between Carver Bancorp, Inc.

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

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

10.7 Investment Agreement, by and between Carver Bancorp, Inc.

and National Community Investment Fund, dated July 19, 2023 ( 1 2 )

10.10 E mployment Agreement with Craig C.

MacKay (1 6 )

10.8 Employment Agreement by and among Carver Bancorp, Inc., Carver Federal Savings Bank and Donal d Felix, dated November 1, 2024 (1 3 )

14 Code of Ethics ( 1 4 )

21.1 Subsidiaries of the Registran t (18)

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

19 Insider Trading Policy

21.1 Subsidiaries of the Registrant ( 1 5 )

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

31.1 Certifications of Chief Executive Officer

5 unchanged sentences

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

(i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements tagged as blocks of texts and in detail

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

9 unchanged sentences

(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.

(10) Incorporated herein by reference to the Exhibits to the Registrant's Definitive Proxy Statement on Form 14A filed with the Securities and Exchange Commission on July 31, 2006.

(11) Incorporated herein by reference to the Exhibits to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, filed with the Securities and Exchange Commission on February 17, 2009.

(12) Incorporated herein by reference to the Registrant's Definitive Proxy Statement on Form 14A for the 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on July 29, 2014.

(10) Incorporated herein by reference to the Exhibits to the Registrant's Definitive Proxy Statement on Form 14A filed with the Securities and Exchange Commission on October 31, 2024.

(11) Incorporated herein by reference to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2025.

(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.

(12) 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.

(13) 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 September 16, 2024.

(14) 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.

(15) Incorporated herein by reference to Exhibit 21.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended 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.

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)

June 24, 2025 By /s/ Donald Felix

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 24, 2025 by the following persons on behalf of the Registrant and in the capacities indicated.

/s/ Donald Felix Director, President and Chief Executive Officer

Donald Felix (Principal Executive Officer)

/s/ Christina L.

8 unchanged sentences

Knuckles Director

Mackay Director

Nunn 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