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Item 9A. Controls and Procedures

2024-11-26 compared with 2023-11-21 · 37 added, 25 removed, 189 unchanged (25% of the section changed)

36 unchanged sentences

(2013) issued by COSO.

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.

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, 2024 and 2023, 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, 2024, and the related notes (collectively referred to as the "financial statements") and our report dated November 26, 2024 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying 2023 Management’s Assessment of Internal Control over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

17 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,” "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.

Information concerning directors of the Company required by this item will be included under the captions “Election of Directors” and “Stockholder Proposals For The Fiscal Year 2026 Annual Meeting” in the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on February 25, 2025, a copy of which will be filed no later than 120 days after September 30, 2024 (the “2025 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 “Committees of the Board” and “Election of Directors” in the Company’s 2024 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 caption “Committees of the Board” in the Company’s 2025 Proxy Statement and is incorporated herein by reference.

Code of Business Conduct

Information regarding the Company’s Code of Business Conduct will be included under the caption “Corporate Governance” in the Company’s 2025 Proxy Statement and is incorporated herein by reference.

Insider Trading Policy

The Company has an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees and other covered persons.

The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.

A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

Executive Compensation.

2 unchanged sentences

(a) Security Ownership of Certain Beneficial Owners and Management

The information required by this item will be included under the caption “Stock Ownership” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.

The information required by this item will be included under the caption “Stock Ownership Information” in the Company’s 2025 Proxy Statement and is incorporated herein by reference.

(b) Changes in Control

1 unchanged sentence

The Company previously maintained the Pathward Financial, Inc.

2002 Omnibus Incentive Plan, as amended and restated (the "Prior Omnibus Incentive Plan").

On February 27, 2024, the shareholders of the Company voted to approve the Pathward Financial, Inc.

2023 Omnibus Incentive Plan (the "Plan").

The Plan permits the granting of various types of awards including but not limited to nonvested (restricted) shares and performance share units ("PSUs") to certain officers and directors of the Company.

The table below presents information on the Company's equity compensation plans as of September 30, 2024, as required by SEC rules.

Plan Category (a)

Number of shares

Number of securities

to be issued under

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reflected in column (a))

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

Equity compensation plans approved by stockholders 146,945 N/A 1,030,884

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.

Total 146,945 N/A 1,030,884

(1) Consists of outstanding performance share units awarded under both the prior 2002 Omnibus Incentive Plan and the current 2023 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.

For more information on the Company’s equity compensation plans, see Note 12.

Stock Compensation 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.

1 unchanged sentence

Principal Accountant Fees and Services.

The information required by this item will be included under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2024 Proxy Statement and is incorporated herein by reference.

The information required by this item will be included under the captions “Independent Registered Public Accounting Firm Fees” and "Pre-Approval Policy" in the Company’s 2025 Proxy Statement and is incorporated herein by reference.

The Independent Registered Public Accounting Firm is Crowe LLP (Public Company Accounting Oversight Board Firm ID No.

173 ) located in South Bend, Indiana .

Exhibit and Financial Statement Schedules.

173 ) located in Chicago, Illinois .

Exhibits and Financial Statement Schedules.

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

9 unchanged sentences

(b) Exhibits:

Asset Purchase and Sale Agreement dated August 28, 2024, among Pathward, N.A., as seller, and AFS IBEX Financial Services, LLC as Purchaser and Honor Capital Holdings, LLC as Guarantor, filed on August 29, 2024 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

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.

29 unchanged sentences

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.

Pathward Financial, Inc.

2023 Omnibus Incentive Plan, filed on February 28, 2024 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

Pathward Financial, Inc.

and Pathward, N.A.

Insider Trading Policy is filed herewith.

Subsidiaries of the Registrant is filed herewith.

6 unchanged sentences

and Pathward, N.A.

Dodd-Frank Clawback Policy is filed herewith.

Dodd-Frank Clawback Policy, filed on November 21, 2023 as an exhibit to the Registrant's Annual Report on Form 10-K, is incorporated herein by reference.

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

2 unchanged sentences

* Management Contract or Compensatory Plan or Agreement.

† Certain schedules or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request;

† Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of such annexes, schedules and exhibits, or any section thereof, to the Securities and Exchange Commission upon request;

provided , however that the Registrant may request confidential treatment for any schedule or exhibit so furnished.

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McCray, Director

/s/ Frederick V.

/s/ Neeraj Mehta Date:

November 26, 2024

Moore, Director

Neeraj Mehta, Director

/s/ Christopher Perretta Date:

11 unchanged sentences

Zlatkus, Director

Herrick Date:

/s/ Gregory A.

Sigrist Date:

November 26, 2024

Herrick, Executive Vice President

Sigrist, Executive Vice President

and Chief Financial Officer

6 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