What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-11-21 compared with 2022-11-22 · 44 added, 54 removed, 170 unchanged (37% of the section changed)

4 unchanged sentences

The evaluation was performed under the direction of the Company’s Chief Executive Officer and Chief Financial Officer to determine the effectiveness, as of September 30, 2023, of the design and operation of the Company’s disclosure controls and procedures.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, at September 30, 2022, the Company’s disclosure controls and procedures were not designed effectively to ensure timely alerting of material information relating to the Company required to be included in the Company’s periodic SEC filings.

In the fiscal fourth quarter of 2021 and the fiscal third quarter of 2022, the Company identified control deficiencies related to access permissions in two loan systems which resulted in a lack of segregation of duties over disbursements in which select individuals had the ability to both initiate and approve disbursements indicating that the user access provisioning and user entitlement review monitoring controls did not function to a precise level to ensure segregation of duties was maintained.

Management determined that the combination of user access provisioning and user entitlement review deficiencies represent a material weakness in internal controls over financial reporting on the basis that the deficiencies could result in a misstatement potentially impacting the Company's financial statement accounts and disclosures that would not be prevented or detected on a timely basis.

REMEDIATION PLAN FOR REPORTED MATERIAL WEAKNESS

Annual entitlement review for the loan system identified in the fourth quarter of 2021 was performed in March 2022 and no inappropriate access was identified.

For the loan system identified with inappropriate system access in fiscal third quarter of 2022, management removed access for the individuals that had inappropriate access and performed testing of disbursements during the impacted period and did not identify any instances where the segregation of the disbursement over initiation and approval was not maintained.

In May, management also implemented an IT application control to identify instances where the initiator and approver are the same to prevent disbursement from occurring.

The Company is also undergoing a broader risk assessment across all material applications to ensure preventative controls are in place to identify and strengthen sensitive user functions including but not limited to loan disbursements regarding the user access and entitlement provisioning controls.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, the Company’s disclosure controls and procedures were designed effectively to ensure timely alerting of material information relating to the Company required to be included in the Company’s periodic SEC filings.

INHERENT LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

5 unchanged sentences

Management conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Based on this evaluation, management concluded that, as of the end of the period covered by this report, there were changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the fiscal fourth quarter to which this report relates that could have materially affected the Company’s internal controls over financial reporting, as described above.

Based on this evaluation, management concluded that, as of the end of the period covered by this report, there were no changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the fiscal fourth quarter to which this report relates that could have materially affected the Company’s internal controls over financial reporting.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

4 unchanged sentences

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control Integrated Framework (2013).” Based on this assessment, our management concluded that our internal control over financial reporting was not effective as of September 30, 2022.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control Integrated Framework (2013).” Based on this assessment, our management concluded that our internal control over financial reporting was effective as of September 30, 2023.

The effectiveness of the Company’s internal control over financial reporting as of September 30, 2023, has been audited by Crowe LLP, the independent registered public accounting firm that also has audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K.

1 unchanged sentence

Other Information.

Adoption or Termination of Trading Arrangements by Directors and Executive Officers

During the fiscal quarter ended September 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

5 unchanged sentences

We have audited Pathward Financial, Inc.

(formerly known as Meta Financial Group, Inc.) and Subsidiaries’ (the “Company”) internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control – Integrated Framework:

and Subsidiaries’ (the “Company”) internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control – Integrated Framework:

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effects of the material weakness discussed in the following paragraph, the Company has not maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control – Integrated Framework:

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control – Integrated Framework:

(2013) issued by COSO.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's report:

Management determined that the combination of user access provisioning and user entitlement review deficiencies represented a material weakness in internal controls over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial condition of the Company as of September 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three year period ended September 30, 2022, and the related notes (collectively referred to as the "financial statements") and our report dated November 22, 2022 expressed an unqualified opinion.

We considered the material weakness identified above in determining the nature, timing, and extent of audit procedures applied in our audit of the 2022 financial statements, and this report on Internal Control over Financial Reporting does not affect such report on the financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial condition of the Company as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended September 30, 2023, and the related notes (collectively referred to as the "financial statements") and our report dated November 21, 2023, expressed an unqualified opinion.

Basis for Opinion

19 unchanged sentences

Directors, Executive Officers and Corporate Governance.

Information concerning directors of the Company required by this item will be included under the captions “Election of Directors,” “Communicating with Our Directors,” "Meetings and Committees" and “Stockholder Proposals For The Fiscal Year 2023 Annual Meeting” in the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on February 28, 2023, a copy of which will be filed no later than 120 days after September 30, 2022 (the “2023 Proxy Statement”), and is incorporated herein by reference.

Information concerning directors of the Company required by this item will be included under the captions “Election of Directors,” “Communicating with Our Directors,” "Committees of the Board" and “Stockholder Proposals For The Fiscal Year 2025 Annual Meeting” in the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on February 27, 2024, a copy of which will be filed no later than 120 days after September 30, 2023 (the “2024 Proxy Statement”), and is incorporated herein by reference.

Executive Officers

3 unchanged sentences

Audit Committee and Audit Committee Financial Expert

Information regarding the audit committee of the Company’s Board of Directors will be included under the captions “Meetings and Committees” and “Election of Directors” in the Company’s 2023 Proxy Statement and is incorporated herein by reference.

Information regarding the audit committee of the Company’s Board of Directors will be included under the captions “Committees of the Board” and “Election of Directors” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.

Code of Business Conduct

1 unchanged sentence

Executive Compensation.

Information concerning executive and director compensation will be included under the captions “Compensation of Directors” and “Executive Compensation” in the Company’s 2023 Proxy Statement and is incorporated herein by reference.

Information concerning executive and director compensation will be included under the captions “Compensation of Directors”, “Executive Compensation” and "Compensation Committee Report" in the Company’s 2024 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

4 unchanged sentences

The Company maintains the 2002 Omnibus Incentive Plan for purposes of issuing stock-based compensation to employees and directors.

The plan was amended and restated effective November 24, 2014 and currently authorizes 4,800,000 shares to be issued under the plan.

The Company no longer has unexercised options, warrants or rights outstanding under any stock option or other incentive plan.

The following table provides information about the Company’s common stock that may be issued under the Company’s omnibus incentive plans as of September 30, 2022.

Plan Category Number of securities

to be issued upon

The table below presents information on the Company's equity compensation plans as of September 30, 2023, as required by SEC rules.

Plan Category (a)

Number of shares

to be issued under

outstanding options,

warrants and rights Weighted-average

warrants and rights (1)

Weighted-average

exercise price of

outstanding options,

warrants and rights Number of securities

remaining available

for future issuance

compensation plan

warrants and rights (2)

Number of shares

remaining for future issuance under equity

compensation plans

(excluding securities

reflected in (a)

Equity compensation plans approved by stockholders — $ — 1,255,735

reflected in column (a)) (3)

Equity compensation plans approved by stockholders 241,287 N/A N/A

Equity compensation plans not approved by stockholders — — —

Total 241,287 N/A N/A

(1) Consists of outstanding performance share units awarded under the Prior Omnibus Incentive Plan, reflected based on the assumption that

target performance is probable.

(2) Performance share units do not have an exercise price and are delivered without any payment or consideration.

(3) There was no equity compensation plan in effect as of September 30, 2023.

(4) In accordance with SEC rules, this table does not include information regarding the New Omnibus Incentive Plan.

For more information on the

New Omnibus Incentive Plan, see Proposal 4 “Approval of the 2023 Omnibus Incentive Plan” of the Company’s 2024 Proxy Statement.

For more information on the Company’s equity compensation plans, see Note 13 to the “Notes to Consolidated Financial Statements,” which is included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be included under the captions “Election of Directors,” “Meetings and Committees” and “Related Person Transactions” in the Company’s 2023 Proxy Statement and is incorporated herein by reference.

The information required by this item will be included under the captions “Election of Directors,” “Committees of the Board”, “Related Person Transactions” and "Corporate Governance" in the Company’s 2024 Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services.

2 unchanged sentences

173 ) located in South Bend, Indiana .

Exhibits and Financial Statement Schedules.

Exhibit and Financial Statement Schedules.

The following is a list of documents filed as Part of this report:

4 unchanged sentences

Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2023, 2022 and 2021.

Consolidated Statements of Comprehensive Income for the Fiscal Years ended September 30, 2022, 2021, and 2020.

Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years ended September 30, 2023, 2022, and 2021.

Consolidated Statements of Changes in Stockholders’ Equity for the Fiscal Years Ended September 30, 2023, 2022, and 2021.

3 unchanged sentences

Registrant’s Amended and Restated Certificate of Incorporation, filed on July 13, 2022 as an exhibit to the Registrant's Current Report on Form 8-K, is incorporated herein by reference.

Registrant’s Third Amended and Restated By-laws, filed on July 13, 2022 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Registrant’s Fourth Amended and Restated By-laws, filed on December 12, 2022 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Description of the Securities of the Registrant filed on November 30, 2020 as an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2022, is incorporated herein by reference.

1 unchanged sentence

333-212269), is incorporated herein by reference.

Indenture, dated as of August 15, 2016, by and between the Registrant and U.S.

Bank National Association, as trustee, filed on August 15, 2016 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

First Supplemental Indenture, dated as of August 15, 2016, by and between the Registrant and U.S.

Bank National Association, as trustee, filed on August 15, 2016 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Form of Global Note of the Registrant representing the 5.75% Fixed-to-Floating Rate Subordinated Notes due August 15, 2026, filed on August 15, 2016 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Indenture, dated as of September 23, 2022, by and between the Registrant and UMB Bank, N.A.

2 unchanged sentences

as Trustee), filed on September 26, 2022 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Registrant’s 1995 Stock Option and Incentive Plan, filed as an exhibit to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended September 30, 1996, is incorporated herein by reference.

Performance-Based Restricted Stock Agreement between Meta and Glen W.

4 unchanged sentences

Investor Rights Agreement by and among Meta Financial Group, Inc., BEP IV LLC and BEP Investors, LLC, dated as of December 17, 2015, filed on December 17, 2015 as an exhibit to the Registrant’s Current Report on Form 8‑K, is incorporated herein by reference.

Form of Meta Financial Group, Inc.

2002 Omnibus Incentive Plan Restricted Stock Agreement, filed on August 2, 2016 as an exhibit to the Registrant’s Quarterly Report on Form 10-Q, is incorporated herein by reference.

Employment Agreement among MetaBank, Meta Financial Group, Inc.

Herrick, effective as of October 1, 2020, filed on November 30, 2020 as an exhibit to the Registrant's Annual Report on Form 10-K, is incorporated herein by reference.

Form of Performance Share Unit Award Agreement, filed on November 23, 2021 as an exhibit to the Registrant's Annual Report on Form 10-K, is incorporated herein by reference.

3 unchanged sentences

First Amendment to the MetaBank, National Association Amended and Restated Supplemental Employees’ Investment Plan for Salaried Employees, effective as of June 30, 2021, filed on May 20, 2021 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Transition and General Release Agreement by and among Meta Financial Group, Inc., MetaBank, National Associate and Bradley C.

Hanson, dated as of September 1, 2021, filed on September 7, 2021 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Executive Severance Pay Policy, effective as of November 1, 2021, filed on November 2, 2021 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

8 unchanged sentences

Form of Registration Rights Agreement, dated as of September 23, 2022, by and among the Registrant and the Purchasers (as defined therein), filed on September 26, 2022 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Offer Letter between the Company and Gregory Sigrist, dated as of October 2, 2023, filed on October 5, 2023 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Subsidiaries of the Registrant is filed herewith.

4 unchanged sentences

Certification of the CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

Pathward Financial, Inc.

and Pathward, N.A.

Dodd-Frank Clawback Policy is filed herewith.

101 Interactive data files formatted in Inline eXtensible Business Reporting Language - pursuant to Rule 405 of Regulation S-T:

(i) Consolidated Statements of Financial Condition as of September 30, 2022 and September 30, 2021, (ii) the Consolidated Statements of Operations for the fiscal years ended September 30, 2022, 2021, and 2020, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, 2022, 2021, and 2020, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended September 30, 2022, 2021, and 2020, (v) the Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2022, 2021, and 2020 and (vi) the Notes to the Consolidated Financial Statements for the fiscal years ended September 30, 2022, 2021, and 2020.

(i) Consolidated Statements of Financial Condition as of September 30, 2023 and September 30, 2022, (ii) the Consolidated Statements of Operations for the fiscal years ended September 30, 2023, 2022, and 2021, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended September 30, 2023, 2022, and 2021, (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended September 30, 2023, 2022, and 2021, (v) the Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2023, 2022, and 2021 and (vi) the Notes to the Consolidated Financial Statements for the fiscal years ended September 30, 2023, 2022, and 2021.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

21 unchanged sentences

Hoople, Director

/s/ Michael R.

November 22, 2022

Kramer, Director

/s/ Ronald D.

4 unchanged sentences

Moore, Director

/s/ Christopher Perretta Date:

November 21, 2023

Christopher Perretta, Director

Shulman Date:

19 unchanged sentences

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