PATHWARD FINANCIAL, INC. 10-Q

Item 5. Other Information Adoption or Termination of Trading Arrangements by Directors and Executive Officers During the fiscal quarter ended June 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the 1934 Act) informed us of the adoption or termination of any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K, except as described in the table below. Name and Title Date Adopted Character of Trading Arrangement (1) Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Duration (2) Date Terminated Glen Herrick , EVP Chief Financial Officer May 16, 2023 Rule 10b5-1 Trading Arrangement (3) Up to 20,000 shares to be sold November 1, 2023 to January 30, 2024 Not applicable (1 ) Except as indicated by footnote, the trading arrangement marked as "Rule 10b5-1 Trading Arrangement" in the above table (the "Trading Arrangement") is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the "Rule"). (2) The Trading Arrangement permits transactions through: (a) the termination or suspension of the Trading Arrangement, or (b) the earliest to occur of (i) the date set forth in the above table, (ii) completion of all sales under the Trading Arrangement, (iii) receipt of notice of Mr. Herrick’s death, or (iv) receipt of notice of the commencement of any proceedings in respect of or triggered by Mr. Herrick’s bankruptcy or insolvency. The Trading Arrangement only permits transactions after expiration of the applicable mandatory cooling-off period under the Rule. (3) Compiled with the then-applicable requirements of Rule 10b5-1(c) when adopted in May 2023. 55 Table of Contents Item 6. Exhibits. Exhibit Number Description 31.1 Section 302 certification of Chief Executive Officer. 31.2 Section 302 certification of Chief Financial Officer. 32.1 Section 906 certification of Chief Executive Officer. 32.2 Section 906 certification of Chief Financial Officer. 101 The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) Cover Page, (ii) Condensed Consolidated Statements of Financial Condition, (iii) Condensed Consolidated Statements of Operations, (iv) Condensed Consolidated Statements of Comprehensive Income, (v) Condensed Consolidated Statements of Changes in Stockholders' Equity, (vi) Condensed Consolidated Statements of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements, tagged in summary and in detail. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 56 Table of Contents PATHWARD FINANCIAL, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PATHWARD FINANCIAL, INC. Date: August 8, 2023 By: /s/ Brett L. Pharr Brett L. Pharr, Chief Executive Officer and Director Date: August 8, 2023 By: /s/ Glen W. Herrick Glen W. Herrick, Executive Vice President and Chief Financial Officer 57