PATHWARD FINANCIAL, INC. 10-K

Item 8. Financial Statements and Supplementary Data. Table of Contents Report of Independent Registered Public Accounting Firm Consolidated Financial Statements Statements of Financial Condition Statements of Operations Statements of Comprehensive Income (Loss) Statements of Changes in Stockholders’ Equity Statements of Cash Flows Notes to Consolidated Financial Statements 76 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and the Board of Directors of Pathward Financial, Inc. Sioux Falls, South Dakota Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial condition of Pathward Financial, Inc. and Subsidiaries (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 three years in the period ended September 30, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated November 26, 2024 expressed an unqualified opinion. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses (ACL) – Qualitative Adjustments As described in Notes 1 and 3 to the financial statements, the Company recognizes expected credit losses over the contractual lives of financial assets carried at amortized cost, including loans receivable, utilizing the Current Expected Credit Losses (“CECL”) methodology. Estimates of expected credit losses are based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. For most of its loan segments, the Company utilized a cohort model which computes the historical life-of-loan loss rate for each identified loan segment (also referred to as the “quantitative loss rates”). The quantitative loss rates are then adjusted, as deemed necessary, based on current economic forecasts over a twelve to twenty-four month reasonable and supportable forecast period as well as for measurement date credit characteristics including problem loan and delinquency trends, portfolio growth and other factors (also referred to as the “qualitative adjustments”). 77 Table of Contents We have identified auditing the qualitative adjustments as a critical audit matter as management’s determination of the qualitative adjustments used in the ACL is subjective and involves significant management judgments; and our audit procedures related to the qualitative adjustments involved a high degree of auditor judgment and required significant audit effort, including the need to involve more experienced audit personnel. The primary procedures we performed to address this critical audit matter included: • Testing the effectiveness of controls over the qualitative adjustments used in the ACL calculation including controls addressing: ◦ Testing the design and operating effectiveness of controls pertaining to the key assumptions and judgments applied in the development of the qualitative adjustments. ◦ Testing the design and operating effectiveness of the controls around the mathematical accuracy of the qualitative adjustments applied to the loan segments in the ACL calculation. • Substantively testing management’s determination of the qualitative adjustments used in the ACL estimate, including evaluating their judgements and assumptions, including: ◦ Testing management’s process for developing the qualitative adjustments and assessing the reasonableness, relevance and reliability of data used to develop the adjustments, including evaluating their judgments and assumptions for reasonableness. Among other procedures, our evaluation considered evidence from internal and external sources, loan portfolio performance and whether such assumptions were applied consistently from period to period. ◦ Analytically evaluating the qualitative adjustments for directional consistency. ◦ Testing the qualitative adjustments for reasonableness, including evaluating significant changes. ◦ Testing the mathematical accuracy of the qualitative adjustments applied to the loan segments in the ACL calculation. /s/ Crowe LLP We have served as the Company’s auditor since 2018. South Bend, Indiana November 26, 2024 78 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Financial Condition (Dollars in thousands, except per share data) ASSETS September 30, 2024 September 30, 2023 Cash and cash equivalents $ 158,337 $ 375,580 Securities available for sale, at fair value 1,741,221 1,804,228 Securities held to maturity, at amortized cost (fair value $ 30,236 and $ 31,425 , respectively) 33,092 36,591 Federal Reserve Bank and Federal Home Loan Bank Stock, at cost 36,014 28,210 Loans held for sale 688,870 77,779 Loans and leases 4,075,195 4,366,116 Allowance for credit losses ( 45,336 ) ( 49,705 ) Accrued interest receivable 31,385 23,282 Premises, furniture, and equipment, net 39,055 39,160 Rental equipment, net 205,339 211,750 Goodwill and intangible assets 326,094 330,225 Other assets 260,070 292,327 Total assets $ 7,549,336 $ 7,535,543 LIABILITIES AND STOCKHOLDERS’ EQUITY LIABILITIES Deposits $ 5,875,085 $ 6,589,182 Short-term borrowings 377,000 13,000 Long-term borrowings 33,354 33,873 Accrued expenses and other liabilities 424,292 248,863 Total liabilities 6,709,731 6,884,918 STOCKHOLDERS’ EQUITY Preferred stock, 3,000,000 shares authorized, no shares issued, none outstanding at September 30, 2024 and 2023, respectively — — Common stock, $ 0.01 par value; 90,000,000 shares authorized, 24,851,122 and 26,225,563 shares issued, 24,847,353 and 26,183,583 shares outstanding at September 30, 2024 and 2023, respectively 248 262 Common stock, Nonvoting, $ 0.01 par value; 3,000,000 shares authorized, no shares issued, none outstanding at September 30, 2024 and 2023, respectively — — Additional paid-in capital 638,803 628,500 Retained earnings 354,474 278,655 Accumulated other comprehensive loss ( 153,394 ) ( 255,443 ) Treasury stock, at cost, 3,769 and 41,980 common shares at September 30, 2024 and 2023, respectively ( 249 ) ( 344 ) Total equity attributable to parent 839,882 651,630 Noncontrolling interest ( 277 ) ( 1,005 ) Total stockholders’ equity 839,605 650,625 Total liabilities and stockholders’ equity $ 7,549,336 $ 7,535,543 See Notes to Consolidated Financial Statements. 79 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations Fiscal Year Ended September 30, (Dollars in thousands, except per share data) 2024 2023 2022 Interest and dividend income: Loans and leases, including fees $ 395,876 $ 323,602 $ 268,078 Mortgage-backed securities 39,402 41,197 26,846 Other investments 41,073 33,936 17,272 476,351 398,735 312,196 Interest expense: Deposits 13,019 4,356 500 FHLB advances and other borrowings 8,214 6,518 4,372 21,233 10,874 4,872 Net interest income 455,118 387,861 307,324 Provision for credit loss 42,661 57,354 28,538 Net interest income after provision for credit loss 412,457 330,507 278,786 Noninterest income: Refund transfer product fees 40,178 39,452 39,809 Refund advance fee income 43,473 37,433 40,557 Card and deposit fees 125,943 150,746 105,733 Rental income 54,157 54,190 46,558 Gain on sale of trademarks — 10,000 50,000 Gain (loss) on sale of other 12,669 2,663 ( 6,207 ) Other income 23,167 22,115 17,357 Total noninterest income 299,587 316,599 293,807 Noninterest expense: Compensation and benefits 201,472 184,318 171,126 Refund transfer product expense 9,862 9,723 8,908 Refund advance expense 1,943 1,863 2,157 Card processing 137,938 105,498 38,785 Occupancy and equipment expense 36,587 34,691 34,909 Operating lease equipment depreciation 41,757 45,710 35,636 Legal and consulting 24,857 27,102 40,634 Intangible amortization 4,131 4,971 6,585 Impairment expense 3,012 3,273 670 Other expense 51,694 47,826 45,865 Total noninterest expense 513,253 464,975 385,275 Income before income tax expense 198,791 182,131 187,318 Income tax expense 29,141 16,324 27,964 Net income before noncontrolling interest 169,650 165,807 159,354 Net income attributable to noncontrolling interest 1,293 2,192 2,968 Net income attributable to parent $ 168,357 $ 163,615 $ 156,386 Earnings per common share: Basic $ 6.63 $ 6.01 $ 5.26 Diluted $ 6.62 $ 5.99 $ 5.26 See Notes to Consolidated Financial Statements. 80 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (Loss) Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Net income before noncontrolling interest $ 169,650 $ 165,807 $ 159,354 Other comprehensive income (loss): Change in net unrealized gain (loss) on debt securities 136,028 ( 56,255 ) ( 292,665 ) 136,028 ( 56,255 ) ( 292,665 ) Unrealized gain (loss) on currency translation 81 331 ( 1,736 ) Deferred income tax effect 34,060 ( 13,561 ) ( 73,722 ) Total other comprehensive income (loss) 102,049 ( 42,363 ) ( 220,679 ) Total comprehensive income (loss) 271,699 123,444 ( 61,325 ) Total comprehensive income attributable to noncontrolling interest 1,293 2,192 2,968 Comprehensive income attributable to parent $ 270,406 $ 121,252 $ ( 64,293 ) See Notes to Consolidated Financial Statements. 81 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (Dollars in thousands, except per share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Pathward Financial, Inc. Stockholders’ Equity Noncontrolling interest Total Stockholders’ Equity Balance, September 30, 2021 $ 317 $ 604,484 $ 259,189 $ 7,599 $ ( 860 ) $ 870,729 $ 1,155 $ 871,884 Cash dividends declared on common stock ($ 0.20 per share) — — ( 5,921 ) — — ( 5,921 ) — ( 5,921 ) Issuance of common stock due to ESOP 1 2,885 — — — 2,886 — 2,886 Repurchases of common stock ( 30 ) 30 ( 164,260 ) — ( 3,975 ) ( 168,235 ) — ( 168,235 ) Stock compensation — 10,004 — — — 10,004 — 10,004 Total other comprehensive loss — — — ( 220,679 ) — ( 220,679 ) — ( 220,679 ) Net income — — 156,386 — — 156,386 2,968 159,354 Net distribution to noncontrolling interest — — — — — — ( 4,153 ) ( 4,153 ) Balance, September 30, 2022 $ 288 $ 617,403 $ 245,394 $ ( 213,080 ) $ ( 4,835 ) $ 645,170 $ ( 30 ) $ 645,140 Balance, September 30, 2022 $ 288 $ 617,403 $ 245,394 $ ( 213,080 ) $ ( 4,835 ) $ 645,170 $ ( 30 ) $ 645,140 Cash dividends declared on common stock ($ 0.20 per share) — — ( 5,426 ) — — ( 5,426 ) — ( 5,426 ) Issuance of common stock due to restricted stock 1 — — — — 1 — 1 Repurchases of common stock ( 27 ) 27 ( 117,985 ) — ( 2,452 ) ( 120,437 ) — ( 120,437 ) Retirement of treasury stock — — ( 6,943 ) — 6,943 — — — Stock compensation — 11,070 — — — 11,070 — 11,070 Total other comprehensive loss — — — ( 42,363 ) — ( 42,363 ) — ( 42,363 ) Net income — — 163,615 — — 163,615 2,192 165,807 Net distribution to noncontrolling interest — — — — — — ( 3,167 ) ( 3,167 ) Balance, September 30, 2023 $ 262 $ 628,500 $ 278,655 $ ( 255,443 ) $ ( 344 ) $ 651,630 $ ( 1,005 ) $ 650,625 Balance, September 30, 2023 $ 262 $ 628,500 $ 278,655 $ ( 255,443 ) $ ( 344 ) $ 651,630 $ ( 1,005 ) $ 650,625 Cash dividends declared on common stock ($ 0.20 per share) — — ( 5,067 ) — — ( 5,067 ) — ( 5,067 ) Issuance of common stock due to restricted stock 3 — — — — 3 — 3 Repurchases of common stock ( 17 ) 17 ( 80,767 ) — ( 6,086 ) ( 86,853 ) — ( 86,853 ) Retirement of treasury stock — — ( 6,181 ) — 6,181 — — — Stock compensation — 10,286 — — — 10,286 — 10,286 Total other comprehensive income — — — 102,049 — 102,049 — 102,049 Joint venture membership interest divestiture — — ( 523 ) — — ( 523 ) — ( 523 ) Net income — — 168,357 — — 168,357 1,293 169,650 Net distribution to noncontrolling interest — — — — — — ( 565 ) ( 565 ) Balance, September 30, 2024 $ 248 $ 638,803 $ 354,474 $ ( 153,394 ) $ ( 249 ) $ 839,882 $ ( 277 ) $ 839,605 See Notes to Consolidated Financial Statements. 82 Table of Contents PATHWARD FINANCIAL, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Cash flows from operating activities: Net income before noncontrolling interest $ 169,650 $ 165,807 $ 159,354 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 57,765 64,955 61,601 Provision for credit loss 42,661 57,354 28,538 Provision for deferred taxes 11,115 ( 175 ) 17,587 Originations of loans held for sale ( 2,034,977 ) ( 1,208,684 ) ( 985,330 ) Proceeds from sales of loans held for sale 2,036,084 1,139,881 1,059,361 Net change in loans held for sale 18,127 25,922 12,819 Fair value adjustment of foreclosed real estate — — 301 Net realized (gain) on securities available for sale — — ( 154 ) Net realized (gain) loss on loans held for sale ( 5,920 ) ( 268 ) 3,694 Net realized loss on premise, furniture, and equipment — 65 55 Net realized (gain) on trademarks — ( 10,000 ) ( 50,000 ) Net realized (gain) on other ( 6,749 ) ( 1,832 ) ( 1,956 ) Change in bank-owned life insurance value ( 2,751 ) ( 1,497 ) ( 2,434 ) Impairment on rental equipment 2,013 24 — Impairment of intangibles — — 670 Net change in accrued interest receivable ( 8,103 ) ( 5,303 ) ( 1,725 ) Net change in other assets ( 11,747 ) 17,134 ( 32,936 ) Net change in accrued expenses and other liabilities 176,083 48,658 ( 10,640 ) Stock compensation 10,286 11,070 10,004 Net cash provided by operating activities 453,537 303,111 268,809 Cash flows from investing activities: Purchases of securities available for sale ( 3,465 ) ( 156,885 ) ( 907,361 ) Proceeds from sales of securities available for sale — — 265,951 Proceeds from maturities of and principal collected on securities available for sale 201,730 177,296 324,234 Proceeds from maturities of and principal collected on securities held to maturity 3,317 4,835 14,281 Purchases of Federal Reserve Bank and Federal Home Loan Bank stock ( 406,390 ) ( 330,144 ) ( 173,653 ) Redemption of Federal Reserve Bank and Federal Home Loan Bank stock 398,587 330,746 173,240 Purchases of loans and leases ( 298,262 ) ( 215,266 ) ( 115,353 ) Proceeds from sales of loans and leases — — 123,241 Net change in loans and leases 137,540 ( 307,473 ) 358,635 Purchases of premises, furniture, and equipment ( 10,141 ) ( 8,623 ) ( 8,177 ) Proceeds from sales of premises, furniture, and equipment — — 35 Purchases of rental equipment ( 266,613 ) ( 441,047 ) ( 424,919 ) Proceeds from sales of rental equipment 9,006 14,998 9,372 Net change in rental equipment 565 ( 236 ) ( 5,772 ) Proceeds from sales of foreclosed real estate and repossessed assets — 1 1,824 Proceeds from death benefit of bank-owned life insurance — 1,040 — Proceeds from sale of trademarks — 10,000 50,000 Proceeds from sale of other assets 6,465 — 3,550 Net cash (used in) investing activities ( 227,661 ) ( 920,758 ) ( 310,872 ) Cash flows from financing activities: Net change in deposits ( 714,097 ) 723,145 351,066 Net change in short-term borrowings 364,000 13,000 — Redemption of long-term borrowings — — ( 75,000 ) Proceeds from long-term borrowings — — 20,000 Principal payments on capital lease obligations — — ( 75 ) Principal payments on other liabilities ( 621 ) ( 1,747 ) ( 2,751 ) Payment of debt issuance costs — ( 511 ) — 83 Table of Contents Dividends paid on common stock ( 5,067 ) ( 5,426 ) ( 5,921 ) Issuance of common stock due to restricted stock 3 1 1 Issuance of common stock due to ESOP — — 2,886 Repurchases of common stock ( 86,853 ) ( 120,437 ) ( 168,235 ) Investment by (distributions to) noncontrolling interest ( 565 ) ( 3,167 ) ( 4,153 ) Net cash provided by (used in) financing activities ( 443,200 ) 604,858 117,818 Effect of exchange rate changes on cash 81 331 ( 1,736 ) Net change in cash and cash equivalents ( 217,243 ) ( 12,458 ) 74,019 Cash and cash equivalents at beginning of fiscal year 375,580 388,038 314,019 Cash and cash equivalents at end of fiscal period $ 158,337 $ 375,580 $ 388,038 Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 20,909 $ 10,819 $ 5,259 Income taxes 19,633 14,056 13,940 Franchise and other taxes 726 1,359 791 Supplemental schedule of non-cash investing activities: Transfers Held for sale to loans and leases $ 30,864 $ 158 $ 115,934 Loans and leases to held for sale 594,359 13,421 169,045 Loans and leases to rental equipment 4,847 3,122 3,893 Loans and leases to foreclosed real estate and repossessed assets — — 49 Rental equipment to loan and leases 225,870 377,250 400,148 Recognition of operating lease ROU assets, net of measurements 654 — 117 Retirement of treasury stock 6,181 6,943 — See Notes to Consolidated Financial Statements. 84 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The Consolidated Financial Statements include the accounts of Pathward Financial, Inc. ("Pathward Financial" or the “Company” or "us"), a registered bank holding company located in Sioux Falls, South Dakota, and its wholly-owned subsidiaries. The Company's subsidiaries include Pathward ® , National Association ("Pathward ® , N.A." or "Pathward" or the “Bank”), a national bank whose primary federal regulator is the Office of the Comptroller of the Currency (the "OCC"), and Pathward Venture Capital, LLC, a wholly-owned service corporation subsidiary of Pathward, N.A. which invests in companies in the financial services industry. All significant intercompany balances and transactions have been eliminated. The Company also owns 100 % of First Midwest Financial Capital Trust I (the “Trust”), which was formed in July 2001 for the purpose of issuing trust preferred securities, and Crestmark Capital Trust I, which was acquired from the Crestmark Acquisition in August 2018. The Trust and Crestmark Capital Trust I are not included in the Consolidated Financial Statements of the Company. In addition, the Company is a variable interest holder in certain entities in which the equity holders do not have the characteristics of a controlling financial interest or where the entity does not have enough equity at risk to finance its activities without additional subordinated financial support (referred to as variable interest entities or "VIEs"). The Company's variable interest arises from contractual ownership or other monetary interests that change with fluctuations in the VIE's net asset value. The primary beneficiary is the entity which has both: (1) the power to direct the activities of the VIE that most significantly impacts the VIE's economic performance, and (2) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE. To determine whether or not a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of the Company's involvement with the VIE. Further, the Company assesses whether or not the Company is the primary beneficiary of a VIE on an ongoing basis. If the determination is made that the Company is the primary beneficiary, then that entity is included in the Consolidated Financial Statements. Noncontrolling interests represent the portion of net income and equity attributable to third-party owners of consolidated subsidiaries that are not wholly-owned by Pathward Financial. All of the Company's noncontrolling interests relate to the Company's Commercial Finance business line. Variable Interest Entities As a result of the Crestmark Acquisition, the Company acquired existing membership interests of certain joint venture limited liability companies (the "LLCs"). The Company holds 80 % of the membership interests in each of the LLC entities, which offer commercial lending and other financing arrangements. In connection with these LLCs, the Company exclusively provides funding for each entity's activities. The Company determined it is the primary beneficiary of all LLCs as it has the managing power under the terms of each of the LLC operating agreements. Results of the LLCs are reflected in the Company's September 30, 2024 Consolidated Financial Statements and are summarized below. The assets recognized as a result of consolidating the LLCs are the property of the LLCs and are not available for any other purpose. (Dollars in thousands) At September 30, 2024 Cash and cash equivalents $ 127 Loans and leases 51,835 Allowance for credit losses ( 1,148 ) Accrued interest receivable 163 Other assets 1,110 Total assets 52,087 Accrued expenses and other liabilities 338 Noncontrolling interest ( 277 ) Net assets less noncontrolling assets $ 52,026 85 Table of Contents Amounts for noncontrolling interests reflect the proportionate share of membership interest (equity) and net income attributable to the holders of minority membership interest in the following entities: • CM Help, LLC - CM Help provides flexible patient loan programs to hospitals and patient customers of hospitals as a financing alternative for the self-pay and co-pay portions of patients’ hospital expenses. • CM Southgate II, LLC - CM Southgate II engages in the business of acquiring fleet leases and semi-trailer/tractor loans and leases. • CM TFS, LLC - CM TFS engages in the business of acquiring equipment financing term loans and leases. In the normal course of business, the Company enters into off-balance sheet transactions with SPEs, which can be structured as corporations, trusts, limited liability companies, or partnerships and are established for a limited purpose. Currently, the Company utilizes a SPE facility for certain term lending products within the Company's Commercial Finance business line. The Company participated in the structuring of the SPE, has a minority ownership interest in the SPE, and acts as servicer for the SPE in exchange for a servicing fee. Pathward is not the primary beneficiary of the SPE as our risk of loss or right to benefits from the SPE are not significant. At September 30, 2024, there are $ 18.4 million commercial term loans held at the SPE compared to $ 13.7 million for the prior fiscal year, and the Company’s equity investment in the SPE is $ 5.8 million compared to $ 1.2 million for the prior fiscal year. The Company’s maximum exposure to loss from the SPE is limited to its equity investment. At September 30, 2024 and 2023, there were $ 4.6 million and no commercial term loans classified as held for sale related to this SPE, respectively. NATURE OF BUSINESS AND INDUSTRY SEGMENT INFORMATION One of the Company's primary sources of revenue relates to payment processing services for prepaid cards, ATM sponsorship, tax refund transfer and money movement. Additionally, a significant source of revenue for the Company is interest from the purchase or origination of commercial finance loans, consumer finance loans, and warehouse finance loans. The Company accepts deposits from customers in the normal course of business on a national basis through its partner solutions and tax services divisions, and through wholesale funding. The Company operates in the banking industry, which accounts for the majority of its revenues and assets. The Company uses the “management approach” for reporting information about segments in annual and interim financial statements. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure and any other manner in which management disaggregates a company. Based on the management approach model, the Company has determined that its business is comprised of three reporting segments. See Note 16. Segment Reporting for additional information on the Company's segment reporting. USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain significant estimates include the valuation of residual values within lease receivables, allowance for credit losses, the valuation of goodwill and intangible assets and the fair values of securities and other financial instruments. These estimates are reviewed by management regularly; however, they are particularly susceptible to significant changes in the future. 86 Table of Contents CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, cash and cash equivalents is defined to include the Company’s cash on hand and due from financial institutions and short-term interest-bearing deposits in other financial institutions. The Company reports cash flows net for customer loan transactions, securities purchased under agreement to resell, federal funds purchased, deposit transactions, securities sold under agreements to repurchase, and FHLB advances with terms less than 90 days. Previously, the FRB required all depository institutions to maintain reserves at specified levels against their transaction accounts, primarily checking accounts. However, since March 26, 2020, the reserve requirement ratio has been zero percent. At September 30, 2024, the Bank was not required to maintain any reserve balances. The Company at times maintains balances in excess of insured limits at various financial institutions including the FRB, the FHLB and other private institutions. At September 30, 2024, the Company had $ 104.9 million in interest-bearing deposits held at the FRB and $ 1.7 million interest-bearing deposits held at the FHLB. The Company does not believe these instruments carry a significant risk of loss but cannot provide assurances that no losses could occur if these institutions were to become insolvent. SECURITIES GAAP requires that, at acquisition, an enterprise classify debt securities into one of three categories: Available for Sale (“AFS”), Held to Maturity (“HTM”) or trading. Debt securities AFS are carried at fair value on the Consolidated Statements of Financial Condition. Unrealized holding gains and losses due to risk of credit loss are recognized in earnings while unrealized holding gains and losses due to market conditions and other non-credit risk factors are excluded from earnings and recognized as a separate component of equity in accumulated other comprehensive income (loss) (“AOCI”). See Note 19. Fair Values of Financial Instruments for additional information on fair value of AFS debt securities. Debt securities HTM are measured at amortized cost. The Company classifies the majority of its debt securities as AFS, which are those the Company may decide to sell if needed for liquidity, asset/liability management, or other reasons. Both AFS and HTM are subject to an allowance for credit losses. Pathward Financial did not hold trading securities at September 30, 2024 or 2023. Gains and losses on the sale of securities are determined using the specific identification method based on amortized cost and are reflected in results of operations at the time of sale. Interest and dividend income, adjusted by amortization of purchase premium or discount using the level yield method, is included in income as earned. For callable debt securities, any purchase premium is amortized to the first call date while any discount is accreted over the contractual life of the security. Debt Securities Credit Losses The Company evaluates debt securities AFS for credit losses on a quarterly basis and records any such losses as a component of provision for credit loss in the Consolidated Statements of Operations. The Company has concluded that any unrealized holding losses in its portfolio as of September 30, 2024 are not related to credit loss and as a result has not recorded an allowance for credit losses. See Note 2. Securities for further information. The Company evaluates debt securities HTM for credit losses on a quarterly basis and records any such losses as a component of provision for credit loss in the Consolidated Statements of Operations. The Company has concluded that its portfolio as of September 30, 2024 has a zero risk of credit loss due to the related U.S. Government financial guarantees underlying the securities within the HTM portfolio and as a result has not recorded an allowance for credit losses. Equity Investments The Company holds marketable equity securities, which have readily determinable fair value, and include common equity and mutual funds. These securities are recorded at fair value with unrealized gains and losses, due to changes in fair value, reflected in earnings. Interest and dividend income from these securities is recognized in interest income. See Note 2. Securities for additional information on marketable equity securities. 87 Table of Contents The Company also holds non-marketable equity securities that are included in Other Assets in the Company’s Consolidated Financial Statements. The Company generally accounts for these investments under the equity method or the provisions of Accounting Standards Codification ("ASC") 321. Equity Securities. Investments where the Company has significant influence, but not control, over the investee are accounted for under the equity method. Investments where the Company cannot exercise significant influence over the investee are measured at fair value, with changes in fair value recognized in earnings, unless those investments have no readily determinable fair value. Investments without readily determinable fair value are measured under the measurement alternative, which reflects cost less impairment, with adjustments in value resulting from observable price changes arising from orderly transactions of the same or a similar security from the same issuer ("measurement alternative investments"). The Company reviews for impairment for equity method and measurement alternative investments and includes an analysis of the facts and circumstances for each investment, expectations of cash flows, capital needs, and viability of its business model. For equity method, the asset carrying value is reduced when the decline in fair value is considered to be other than temporary. For measurement alternative investments, the asset carrying value is reduced when the fair value is less than the carrying value, without the consideration of recovery. The Company held the following non-marketable equity securities: • Equity Method - The Company held equity method investments of $ 4.1 million within other assets as of September 30, 2024 and $ 4.1 million at September 30, 2023. The Company’s ownership of such investments typically ranges from 5 % - 25 % of the investee. The Company recognized nominal net earnings from these investments within noninterest income for the fiscal year ended September 30, 2024. The Company elected to classify distributions received from equity method investments using the cumulative earnings approach on the Consolidated Statements of Cash Flows. • Fair Value Method - The Company held equity investments measured at net asset value ("NAV") per share (or its equivalent) of $ 11.8 million at September 30, 2024 and $ 8.4 million at September 30, 2023 where NAV is considered the fair value practical expedient. These investments are recorded within other assets on the Company’s Consolidated Financial Statements. Fluctuations in fair value are recognized in earnings within noninterest Income. • Measurement Alternative - The Company held equity investments measured using the measurement alternative of $ 9.5 million as of September 30, 2024 and $ 12.1 million at September 30, 2023 within other assets on the Company’s Consolidated Financial Statements. Equity investments measured using the measurement alternative are subject to fair value adjustments when observable price changes in orderly transactions for the identical or similar investment of the same issuer occur. The Company did not recognize any fair value adjustments in the fiscal years ended September 30, 2024 and 2023. Additionally, the Company recognized impairment loss of $ 1.0 million and $ 3.3 million of such investments during the fiscal years ended September 30, 2024 and 2023, respectively. LOANS HELD FOR SALE ("LHFS") Loans are designated as LHFS based on management's intent to sell loans, or portions of loans, in established secondary markets or to participating third-party financial institutions. LHFS are held at the lower of cost or fair value. Any amount by which the cost exceeds fair value is initially recorded as a valuation allowance and subsequently reflected in the gain or loss on sale when sold. At September 30, 2024 and 2023, there was no valuation allowance recorded for LHFS. Gains and losses on LHFS are recorded in noninterest income on the Consolidated Statements of Operations. Loan costs and fees are deferred at origination and are recognized in income at the time of sale. Interest income is calculated based on the note rate of the loan and is recorded as interest income. The Company occasionally transfers loans between held for sale and held for investment classifications based on its intent and ability to hold or sell loans. Management's intent to sell may be impacted by secondary market conditions, loan credit quality, or other factors. 88 Table of Contents The following table summarizes the activity pertaining to loans held for sale: Fiscal Year Ended September 30, 2024 2023 (Dollars in thousands) Consumer Commercial Consumer Commercial Beginning of year balance $ 77,779 $ — $ 21,071 $ — Originations 1,901,593 133,388 1,206,201 2,483 Proceeds from sales ( 1,937,079 ) ( 99,005 ) ( 1,123,271 ) ( 16,610 ) Gain (loss) on sales — 5,102 — 268 Principal collections, net of deferred fees and costs ( 18,083 ) ( 48 ) ( 26,222 ) 280 Non-cash transfers, net — 563,495 — 13,579 End of year balance $ 24,210 $ 602,932 $ 77,779 $ — LOANS AND LEASES Loans Receivable Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are classified as held for investment and are generally reported at their outstanding principal balances net of any unearned income, cumulative charge-offs, unamortized deferred fees and costs on originated loans, and unamortized premiums or discounts on purchased loans (amortized cost). Interest income on loans is accrued over the term of the loans based upon the amount of principal outstanding except when serious doubt exists as to the collectability of a loan, in which case the accrual of interest is discontinued. Unearned income, deferred loan fees and costs, and discounts and premiums are amortized to interest income over the contractual life of the loan using the interest method. The Company's business lines follow a nonaccrual policy with certain commercial finance, consumer finance and tax service loans not generally being placed on non-accrual status, but instead are charged off when the collection of principal and interest become doubtful. When placed on nonaccrual status, the accrued unpaid interest receivable is reversed against interest income and any remaining amortizing of net deferred fees is suspended. Cash collected on these loans is applied to first reduce the carrying value of the loan with any remainder being recognized as interest income. Generally, a loan can return to accrual status when all delinquent interest and principal become current under the terms of the loan agreement and collectability of the remaining principal and interest is no longer doubtful. Loans are considered past due when contractually required principal or interest payments have not been made on the due dates. For commercial loans, the Company generally fully charges off or charges down to net realizable value (fair value of collateral, less estimated costs to sell) for loans secured by collateral when: management judges the loans to be uncollectible; repayment is deemed to be protracted beyond reasonable time frames; the loan has been classified as a loss by either the Company's internal loan review process or its banking regulatory agencies; the customer has filed bankruptcy and the loss becomes evident owing to lack of assets; or the loan meets a defined number of days past due unless the loan is both well-secured and in the process of collection. For consumer loans, the Company fully charges off or charges down to net realizable value when deemed uncollectible due to bankruptcy or other factors, or meets a defined number of days past due. Leases Receivable The Company provides various types of commercial lease financing that are classified for accounting purposes as direct financing, sales-type or operating leases. Leases that transfer substantially all of the benefits and risks of ownership to the lessee are classified as direct financing or sales-type leases and are included in loans and leases receivable on the Consolidated Statements of Financial Condition. Direct financing and sales-type leases are carried at the combined present value of future minimum lease payments and lease residual values. The determination of lease classification requires various judgments and estimates by management, including the fair value of equipment at lease inception, useful life of the equipment under lease, lease residual value, and collectability of minimum lease payments. 89 Table of Contents Sales-type leases generate a gain or loss at lease inception by recording lease revenue less lease cost. Lease revenue consists of the present value of the future minimum lease payments. Lease cost consists of the lease equipment’s book value, less the present value of its residual. Interest income on direct financing and sales-type leases is recognized using methods that approximate a level yield over the fixed, non-cancelable term of the lease. Recognition of interest income is generally discontinued at the time the lease becomes 90 days delinquent, unless the lease is well-secured and in process of collection. Delinquency and past due status is based on the contractual terms of the lease. The Company receives pro rata rent payments for the interim period until the lease contract commences and the fixed, non-cancelable lease term begins. Interim payments are recognized in the month they are earned and are recorded in interest income. Management has policies and procedures in place for the determination of lease classification and review of the related judgments and estimates for all lease financings. The Company generally fully charges off or charges down to net realizable value (fair value of collateral, less estimated costs to sell) for leases when management judges the lease to be uncollectible; repayment is deemed to be protracted beyond reasonable time frames; the lease has been classified as a loss by either the Company's internal review process or its banking regulatory agencies; the customer has filed bankruptcy and the loss becomes evident owing to lack of assets; or the lease meets a defined number of days past due unless the lease is both well-secured and in the process of collection. Some lease financings include a residual value component, which represents the estimated fair value of the leased equipment at the expiration of the initial term of the transaction. The estimation of the residual value involves judgments regarding product and technology changes, customer behavior, shifts in supply and demand, and other economic assumptions. The Company may purchase and sell minimum lease payments, primarily as a credit risk reduction tool, to third-party financial institutions at fixed rates on a non-recourse basis with its underlying equipment as collateral. For those transactions that achieve sale treatment, the related lease cash flow stream and the non-recourse financing are derecognized. For those transactions that do not achieve sale treatment, the underlying lease remains on the Company’s Consolidated Statements of Financial Condition and non-recourse debt is recorded in the amount of the proceeds received. The Company retains servicing of these leases and bills, collects, and remits funds to the third-party financial institution. Upon default by the lessee, the third-party financial institutions may take control of the underlying collateral which the Company would otherwise retain as residual value. Leases that do not transfer substantially all benefits and risks of ownership to the lessee are classified as operating leases. Such leased equipment are included in rental equipment on the Consolidated Statements of Financial Condition and are depreciated on a straight-line basis over the term of the lease to its estimated residual value. Depreciation expense is recorded as operating lease equipment depreciation expense within noninterest expense. Operating lease rental income is recognized when it becomes due and is reflected as a component of noninterest income. The Company evaluates the carrying value of rental equipment for impairment whenever events or circumstances have occurred that would indicate the carrying amount may not be fully recoverable. If the carrying amount is not fully recoverable, an impairment loss is recognized to reduce the carrying amount to fair value, where fair value is based on the condition of the rental equipment and the projected net cash flows from rental and sale adjusted for current market conditions. A $ 2.0 million impairment expense from rental equipment was recognized for the fiscal year ended September 30, 2024, a nominal impairment expense was recognized for fiscal year ended September 30, 2023, and no impairment expense was recognized for the fiscal year ended September 30, 2022. Loan Servicing and Transfers of Financial Assets The Company sells loan participations, generally without recourse, in both the commercial and consumer segments. The Company also sells commercial SBA and USDA loans to third parties, generally without recourse. Sold loans are not included in the Consolidated Financial Statements. The Bank generally retains the right to service the sold loans for a fee. If the fee is determined commensurate and customary with market terms, no servicing asset or liability is recorded. Any fee that is above or below market terms results in a servicing asset or liability and is included within Other Assets on the Consolidated Statements of Financial Condition. At September 30, 2024 and 2023, the Bank was servicing loans for others with aggregate unpaid principal balances of $ 364.5 million and $ 332.5 million, respectively. The service fees and ancillary income related to these loans were immaterial. 90 Table of Contents Transfers of loans, portions of loans meeting the definition of a participating interest, and other financial assets are accounted for as sales on the transaction settlement date when control has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been legally isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of such right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through a repurchase agreement or other means. Upon sale, the loans or other financial assets are derecognized from the Company’s Consolidated Statements of Financial Condition. If the transfer does not satisfy the aforementioned control criteria, the transaction is recorded as a secured borrowing with the loans or other financial assets remaining on the Company’s Consolidated Statements of Financial Condition and proceeds recognized as a liability. ALLOWANCE FOR CREDIT LOSSES The ACL represents management’s estimate of current credit losses expected to be incurred by the loan and lease portfolio over the life of each financial asset as of the balance sheet date. The Company individually evaluates loans and leases that do not share similar risk characteristics with other financial assets, which generally means loans and leases on nonaccrual status. All other loans and leases are evaluated collectively for credit loss. A reserve for unfunded credit commitments such as letters of credit and binding unfunded loan commitments is recorded in other liabilities on the Consolidated Statements of Financial Condition. Individually evaluated loans and leases are a key component of the ACL. Generally, the Company measures credit loss on individually evaluated loans based on the fair value of the collateral less estimated selling costs, as the Company considers these financial assets to be collateral dependent. If an individually evaluated loan or lease is not collateral dependent, credit loss is measured at the present value of expected future cash flows discounted at the loan or lease initial effective interest rate. Management has also identified certain structured finance credits for alternative energy projects in which a substantial cash collateral account has been established to mitigate credit risk. Due to the nature of the transactions and significant cash collateral positions, these credits are evaluated individually. Credit loss for all other loans and leases is evaluated collectively by various characteristics. The collective evaluation of expected losses in all commercial finance portfolios is based on a cohort loss rate and adjustments for forward-looking information, including industry and macroeconomic forecasts. The cohort loss rate is a life of loan loss rate that immediately reverts to historical loss information for the remaining maturity of the financial asset. Management has elected to use a twelve to twenty-four month reasonable and supportable forecast for forward-looking information. Factors utilized in the determination of the allowance include historical loss experience, current economic forecasts and measurement date credit characteristics such as product type, delinquency, and industry. The unfunded credit commitments depend on these same factors, as well as estimates of lines of credit usage. The various quantitative and qualitative factors used in the methodologies are reviewed quarterly. The collective evaluation of expected credit losses for certain consumer lending portfolios utilize different methodologies when estimating expected credit losses. The determination of the allowance is governed by structured tiers that dictate how cash collections are applied to losses to assess if there are sufficient available funds to cover expected credit losses. The amount of ACL depends significantly on management’s estimates or key factors and assumptions affecting valuation, appraisals of collateral, evaluations of performance and status, the amounts and timing of future cash flows expected to be received, forecasts of future economic conditions and reversion periods. Such estimates, appraisals, evaluations, cash flows and forecasts may be subject to frequent adjustments due to changing economic prospects of borrowers, lessees, properties or economic conditions. These estimates are reviewed quarterly and adjustments, if necessary, are recorded in the provision for credit loss in the periods in which they become known. Accrued interest receivable is presented separately on the Consolidated Statements of Financial Condition, and an ACL is not recorded for these balances. Generally, when a loan or lease is placed on nonaccrual status, typically when the collection of interest or principal is 90 days or more past due, uncollected interest accrued in prior years is charged off against the ACL and interest accrued in the current year is reversed against interest income. 91 Table of Contents Management maintains a framework of controls over the estimation process for the ACL, including review of collective reserve methodologies for compliance with GAAP. Management has a quarterly process to review the appropriateness of historical observation periods and loss assumptions and risk ratings assigned to loans and leases, if applicable. Management reviews its qualitative framework and the effect on the collective reserve compared with relevant credit risk factors and consistency with credit trends. Management also maintains controls over information systems, models and spreadsheets used in the quantitative components of the reserve estimate. This includes the quality and accuracy of historical data used to derive loss rates, the inputs to industry and macroeconomic forecasts and the reversion periods utilized. The results of this process are summarized and presented to management quarterly for their approval of the recorded allowance. See Note 3. Loans and Leases, Net for further information. The following are risk characteristics of the Company’s loan and lease portfolio: Commercial Finance The Company's Commercial Finance business line offers a variety of products through its working capital, equipment finance, structured finance, and insurance premium finance lending solutions. These products include term lending, asset-based lending, factoring, lease financing, insurance premium finance, government guaranteed lending and other commercial finance products offered on a nationwide basis that are subject to adverse market conditions which may impact the borrower’s ability to make repayment on the loan or lease or could cause a decline in the value of the collateral that secures the loan or lease. The loans or leases are primarily made based on the operating cash flows of the borrower and on the underlying collateral provided by the borrower. The cash flows of borrowers may be volatile and the value of the collateral securing these loans and leases may be difficult to measure. Most commercial finance loans and leases are secured by the assets being financed or other business assets such as accounts receivable or inventory. Although the loans and leases are often collateralized by equipment, inventory, accounts receivable, insurance premiums or other business assets, the liquidation of collateral in the event of a borrower default may be an insufficient source of repayment, because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the management of the business and the credit-worthiness of borrowers and guarantors. See Note 20. Subsequent Events for further information on the Company's commercial premium finance insurance business. Consumer Finance The Bank offers a variety of installment and revolving consumer lending products through its credit solutions. The Bank designs its credit program relationships with certain desired outcomes, including liquidity, credit protection, and risk retention by the program partner. The Bank believes the benefits of these outcomes not only support its goals but the goals of the credit program partner as well. The Bank designs its program credit protections in a manner so that the Bank earns a reasonable risk adjusted return, but is protected by certain layers of credit support, similar to what you would find in structured finance. Certain loans are sold to third parties based on terms and conditions within the Program Agreement. Tax Services The Bank's Partner Solutions business line also offers tax solutions, which includes short-term refund advance loans. Through this product, taxpayers are underwritten to determine eligibility for these unsecured loans. Due to the nature of refund advance loans, it typically takes no more than three e-file cycles (the period of time between scheduled IRS payments) from when the return is accepted by the IRS to collect from the borrower. In the event of default, the Bank has no recourse against the tax consumer. When collection of principal becomes doubtful, the Bank will charge off the balance of a refund advance loan on September 30. Any remaining balances are charged off at the end of the calendar year. The Bank may record recoveries of previously charged off loans if collected in subsequent tax years. The Bank offers short-term electronic return originator ("ERO") advance loans on a nationwide basis. These loans are typically utilized by tax preparers to purchase tax preparation software and to prepare tax office operations for the upcoming tax season. EROs go through an underwriting process to determine eligibility for the unsecured advances. ERO loans are not collateralized. Collection on ERO advances begins once the ERO begins to process refund transfers. Generally, the Bank will charge off the balance of an ERO advance loan if there is a balance at the end of June, or when collection of principal becomes doubtful. 92 Table of Contents Warehouse Finance The Bank participates in several collateral-based warehouse lines of credit whereby the Bank is in a senior, secured position as the first out participant. These facilities are primarily collateralized by consumer receivables, with the Bank holding a senior collateral position enhanced by a subordinate party structure. PREMISES, FURNITURE, AND EQUIPMENT Land is carried at cost. Buildings, furniture, fixtures, leasehold improvements, internal-use software and equipment are carried at cost, less accumulated depreciation and amortization. The Company primarily uses the straight-line method of depreciation and amortization over the estimated useful lives of the assets, which is 39 years for buildings, three years for internal-use software, and range from two years to 15 years for leasehold improvements and for furniture, fixtures and equipment. Assets are reviewed for impairment when events indicate the carrying amount may not be recoverable. See Note 5. Premises, Furniture and Equipment, Net for further information. GOODWILL Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as business acquisitions. Goodwill is evaluated annually for impairment at a reporting unit level. The Company has determined that its reporting units are one level below the operating segments and distinguish these reporting units based on how the segments and reporting units are managed, taking into consideration the economic characteristics, nature of the products, and customers of the segments and reporting units. The Company performs its impairment evaluation as of September 30 of each fiscal year unless a triggering event occurs that would require an interim impairment evaluation. The Company generally utilizes a qualitative approach during this annual assessment to determine whether it is more likely than not (i.e. a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value. If we determine it is more likely than not that goodwill is impaired, then a quantitative assessment is performed to determine fair value of the reporting unit. If the carrying amount of the reporting unit with goodwill exceeds its fair value, goodwill is considered impaired and is written down by the excess carrying value of the reporting unit. Subsequent increases in goodwill are not recognized in the Consolidated Financial Statements. No goodwill impairment was recognized during the fiscal years ended September 30, 2024, 2023 or 2022. See Note 7. Goodwill and Intangible Assets for further information. INTANGIBLE ASSETS Intangible assets other than goodwill are amortized over their respective estimated lives. All intangible assets are subject to an impairment test at least annually or more often if conditions indicate a possible impairment. See Note 7. Goodwill and Intangible Assets for further information. STOCK COMPENSATION Compensation expense for share-based awards is recorded over the vesting period at the fair value of the award at the time of grant. The fair value of nonvested (restricted) shares and performance share units granted under the Company’s incentive plans is equal to the fair market value of the underlying stock at the grant date, adjusted for dividends where applicable. The Company has elected to record forfeitures as they occur. See Note 12. Stock Compensation for further information. INCOME TAXES The Company records income tax expense based on the amount of taxes due on its tax return plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, using enacted tax rates. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. In accordance with ASC 740, Income Taxes , the Company recognizes a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized upon examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in noninterest income or noninterest expense. The effect on deferred tax assets and liabilities from a change in tax rates is recorded in income tax expense in the Consolidated Statements of Operations in the period in which the enactment date occurs. If current period income tax rates change, the impact on the annual effective income tax rate is applied year to date in the period of enactment. See Note 13. Income Taxes for further information. 93 Table of Contents FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Company, in the normal course of business, makes commitments to originate loans which are not reflected in the Consolidated Financial Statements. The reserve for these unfunded commitments is included within Other Liabilities on the Consolidated Statements of Financial Condition. COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) consists of net income and other comprehensive income or loss. Other comprehensive income or loss includes the change in net unrealized holding gains and losses due to market conditions and other non-credit risk factors on AFS debt securities, net of reclassification adjustments and tax effects. Accumulated other comprehensive income (loss) is recognized as a separate component of stockholders’ equity. REVENUE RECOGNITION Interest revenue from loans, leases, and investments is recognized on the accrual basis of accounting as the interest is earned according to the terms of the particular loan, lease, or investment. Income from service and other customer charges is recognized as earned. Revenue within the Consumer segment is recognized as services are performed and service charges are earned in accordance with the terms of the various programs. Refer to Note 15. Revenue from Contracts with Customers for additional information. EARNINGS PER COMMON SHARE (“EPS”) Basic EPS is computed using the two-class method by dividing income available to common stockholders after the allocation of dividends and undistributed earnings to the participating securities by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, and is computed after giving consideration to the weighted average dilutive effect upon vesting of restricted stock grants and after the allocation of earnings to the participating securities. See Note 4. Earnings per Common Share for further information. RELATED PARTY TRANSACTIONS The Company has disclosed information on its equity investments and relationships with variable interest entities in Note 1. Summary of Significant Accounting Policies . At September 30, 2024 and 2023, the Company had no loans or deposits outstanding with individuals deemed under Regulation O to be directors, executive officers and/or employees of the Company. RECLASSIFICATION AND REVISION OF PRIOR PERIOD BALANCES Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. These changes and reclassifications did not impact previously reported net income or comprehensive income (loss). RECENTLY ADOPTED ACCOUNTING STANDARDS UPDATES ("ASU") The following ASU was adopted by the Company during the fiscal year ended September 30, 2024 and did not have a material impact on the Company's Consolidated Financial Statements. The following ASU became effective for the Company on October 1, 2023. ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments in this ASU eliminate accounting guidance for troubled-debt restructurings (“TDRs”) by creditors in Subtopic ASC 310-40, Receivables – Troubled Debt Restructurings by Creditors, and enhance disclosure requirements for certain loan refinancings and restructurings when a borrower is experiencing financial difficulty. The ASU also requires current period gross charge-offs by year of origination to be disclosed for loans and leases within scope of ASC Topic 326, Financial Instruments – Credit Losses. The following ASUs have been issued and are considered applicable to the Company, but have not yet been adopted as of September 30, 2024. ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosures primarily by enhancing disclosure requirements about significant segment expenses. The amendments will be effective for the Company beginning with the fiscal year ended September 30, 2025 and subsequent interim periods. The amendments will be applied retrospectively to all prior periods in the consolidated financial statements. The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures. 94 Table of Contents ASU 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures. This ASU requires enhanced income tax disclosures primarily related to the rate reconciliation and income taxes paid information to provide further transparency surrounding the Company’s income tax position. The amendments in this ASU will be effective for the Company beginning on October 1, 2025. The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures. NOTE 2. SECURITIES The amortized cost, gross unrealized gains and losses and estimated fair values of AFS and HTM debt securities are presented below. (Dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value Debt Securities AFS At September 30, 2024 Corporate securities $ 25,000 $ — $ ( 5,250 ) $ 19,750 SBA securities 86,036 — ( 4,101 ) 81,935 Obligations of states and political subdivisions 501 — ( 21 ) 480 Non-bank qualified obligations of states and political subdivisions 246,233 44 ( 28,287 ) 217,990 Asset-backed securities 192,979 337 ( 3,618 ) 189,698 Mortgage-backed securities 1,393,549 84 ( 162,265 ) 1,231,368 Total debt securities AFS $ 1,944,298 $ 465 $ ( 203,542 ) $ 1,741,221 At September 30, 2023 Corporate securities $ 25,000 $ — $ ( 6,750 ) $ 18,250 SBA securities 95,549 — ( 10,307 ) 85,242 Obligations of states and political subdivisions 2,368 — ( 79 ) 2,289 Non-bank qualified obligations of states and political subdivisions 269,396 — ( 42,673 ) 226,723 Asset-backed securities 255,384 234 ( 9,419 ) 246,199 Mortgage-backed securities 1,495,636 — ( 270,111 ) 1,225,525 Total debt securities AFS $ 2,143,333 $ 234 $ ( 339,339 ) $ 1,804,228 Debt Securities HTM At September 30, 2024 Non-bank qualified obligations of states and political subdivisions $ 31,060 $ — $ ( 2,668 ) $ 28,392 Mortgage-backed securities 2,032 — ( 188 ) 1,844 Total debt securities HTM $ 33,092 $ — $ ( 2,856 ) $ 30,236 At September 30, 2023 Non-bank qualified obligations of states and political subdivisions $ 34,415 $ — $ ( 4,844 ) $ 29,571 Mortgage-backed securities 2,176 — ( 322 ) 1,854 Total debt securities HTM $ 36,591 $ — $ ( 5,166 ) $ 31,425 95 Table of Contents Gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous loss position, were as follows: LESS THAN 12 MONTHS OVER 12 MONTHS TOTAL (Dollars in thousands) Fair Value Gross Unrealized (Losses) Fair Value Gross Unrealized (Losses) Fair Value Gross Unrealized (Losses) Debt Securities AFS At September 30, 2024 Corporate securities $ — $ — $ 19,750 $ ( 5,250 ) $ 19,750 $ ( 5,250 ) SBA securities — — 81,935 ( 4,101 ) 81,935 ( 4,101 ) Obligations of state and political subdivisions — — 280 ( 21 ) 280 ( 21 ) Non-bank qualified obligations of states and political subdivisions — — 215,956 ( 28,287 ) 215,956 ( 28,287 ) Asset-backed securities 52,101 ( 176 ) 88,576 ( 3,442 ) 140,677 ( 3,618 ) Mortgage-backed securities 2,377 ( 15 ) 1,215,781 ( 162,250 ) 1,218,158 ( 162,265 ) Total debt securities AFS $ 54,478 $ ( 191 ) $ 1,622,278 $ ( 203,351 ) $ 1,676,756 $ ( 203,542 ) At September 30, 2023 Corporate securities $ — $ — $ 18,250 $ ( 6,750 ) $ 18,250 $ ( 6,750 ) SBA securities 22,327 ( 1,919 ) 62,915 ( 8,388 ) 85,242 ( 10,307 ) Obligations of state and political subdivisions — — 2,289 ( 79 ) 2,289 ( 79 ) Non-bank qualified obligations of states and political subdivisions 5,010 ( 83 ) 221,714 ( 42,590 ) 226,723 ( 42,673 ) Asset-backed securities 46,528 ( 224 ) 115,608 ( 9,195 ) 162,136 ( 9,419 ) Mortgage-backed securities 18,311 ( 944 ) 1,207,214 ( 269,167 ) 1,225,525 ( 270,111 ) Total debt securities AFS $ 92,176 $ ( 3,170 ) $ 1,627,990 $ ( 336,169 ) $ 1,720,165 $ ( 339,339 ) Debt Securities HTM At September 30, 2024 Non-bank qualified obligations of states and political subdivisions $ — $ — $ 28,392 $ ( 2,668 ) $ 28,392 $ ( 2,668 ) Mortgage-backed securities — — 1,844 ( 188 ) 1,844 ( 188 ) Total debt securities HTM $ — $ — $ 30,236 $ ( 2,856 ) $ 30,236 $ ( 2,856 ) At September 30, 2023 Non-bank qualified obligations of states and political subdivisions $ — $ — $ 29,571 $ ( 4,844 ) $ 29,571 $ ( 4,844 ) Mortgage-backed securities — — 1,854 ( 322 ) 1,854 ( 322 ) Total debt securities HTM $ — $ — $ 31,425 $ ( 5,166 ) $ 31,425 $ ( 5,166 ) The decrease in the fair value of investment securities balances when comparing September 30, 2024 to the prior year was primarily driven by principal pay downs during the fiscal year. At September 30, 2024, there were 195 debt securities AFS in an unrealized loss position. Management assessed each investment security with unrealized losses for credit loss by evaluating qualitative factors, including materiality of loss position as a percentage of book value, credit ratings, outstanding principal and interest payments, and changes in the underlying implicit or explicit guarantee of the security, and determined all unrealized losses on these securities were due to adverse market conditions and/or change in interest rates versus credit loss. As part of that assessment, management evaluated and concluded that it is more-likely-than-not that the Company will not be required and does not intend to sell any of the securities prior to recovery of the amortized cost. At September 30, 2024, there was no ACL for debt securities AFS. 96 Table of Contents The amortized cost and fair value of debt securities by contractual maturity are shown below. Certain securities have call features which allow the issuer to call the security prior to maturity. Expected maturities may differ from contractual maturities in MBS because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, MBS are not included in the maturity categories in the following maturity summary. The expected maturities of certain SBA securities may differ from contractual maturities because the borrowers may have the right to prepay the obligation. However, certain prepayment penalties may apply. At September 30, (Dollars in thousands) 2024 2023 Debt Securities AFS Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 1,826 $ 1,796 $ 5,023 $ 4,971 Due after one year through five years 14,772 14,211 11,175 10,292 Due after five years through ten years 70,894 63,636 79,139 66,428 Due after ten years 463,257 430,210 552,360 497,012 550,749 509,853 647,697 578,703 Mortgage-backed securities 1,393,549 1,231,368 1,495,636 1,225,525 Total debt securities AFS $ 1,944,298 $ 1,741,221 $ 2,143,333 $ 1,804,228 Debt Securities HTM Due after ten years $ 31,060 $ 28,392 $ 34,415 $ 29,571 31,060 28,392 34,415 29,571 Mortgage-backed securities 2,032 1,844 2,176 1,854 Total debt securities HTM $ 33,092 $ 30,236 $ 36,591 $ 31,425 Activity related to the sale of securities is summarized below. Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Securities AFS Proceeds from sales $ — $ — $ 265,951 Gross gains on sales — — 1,742 Gross losses on sales — — 1,588 Net gain on securities AFS $ — $ — $ 154 There was no activity related to the sale of securities held to maturity during the fiscal years ended September 30, 2024, 2023, and 2022. No securities were pledged as collateral for public funds on deposit at September 30, 2024 and 2023. No securities were pledged as collateral for individual, trust and estate deposits at September 30, 2024 and 2023. FRB Stock. The Bank is required by federal law to subscribe to capital stock (divided into shares of $100 each) as a member of the FRB of Minneapolis with an amount equal to six per centum of the paid-up capital stock and surplus. One-half of the subscription is paid at time of application, and one-half is subject to call of the Board of Governors of the Federal Reserve System. FRB of Minneapolis stock held by the Bank totaled $ 19.7 million at September 30, 2024 and 2023. These equity securities are 'restricted' in that they can only be owned by member banks. At fiscal year-end 2024 and 2023, the Company pledged securities with fair values of $ 533.8 million and $ 773.6 million against FRB advances, respectively. Included in interest and dividend income from other investments is $ 1.2 million, $ 1.2 million, and $ 1.2 million related to dividend income on FRB stock for the fiscal years ended September 30, 2024, 2023, and 2022, respectively. 97 Table of Contents FHLB Stock. The Company’s borrowings from the FHLB are secured by specific investment securities. Such advances can be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. The investments in the FHLB stock are required investments related to the Company’s membership in and current borrowings from the FHLB of Des Moines. The investments in the FHLB of Des Moines could be adversely impacted by the financial operations of the FHLB and actions of their regulator, the Federal Housing Finance Agency. The FHLB stock is carried at cost since it is generally redeemable at par value. The carrying value of the stock held at the FHLB was $ 16.3 million and $ 8.5 million at September 30, 2024 and 2023, respectively. At fiscal year-end 2024 and 2023, the Company pledged securities with fair values of approximately $ 1.04 billion and $ 996.9 million, respectively, as collateral against FHLB advances. There was approximately $ 136.9 million and $ 21.3 million of qualifying loans pledged as collateral at September 30, 2024 and 2023, respectively. Included in interest and dividend income from other investments is $ 0.7 million, $ 0.5 million and $ 0.3 million related to dividend income on FHLB stock for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. These equity securities are ‘restricted’ in that they can only be sold back to the respective institution from which they were acquired or another member institution at par. Therefore, FRB and FHLB stocks are less liquid than other marketable equity securities, and the cost approximates fair value. Equity Securities. The Company held $ 3.3 million and $ 3.4 million in marketable equity securities at September 30, 2024 and 2023, respectively. The Company recognized $ 0.1 million and $ 0.2 million in unrealized losses on marketable equity securities during the fiscal years ended September 30, 2024 and 2023, respectively. No such securities were sold during the fiscal year. Non-marketable equity securities with a readily determinable fair value totaled $ 11.8 million and $ 8.4 million at September 30, 2024 and 2023, respectively. The Company recognized $ 1.1 million in unrealized gains and $ 0.2 million in unrealized losses during the fiscal years ended September 30, 2024 and 2023, respectively. No such securities were sold during the fiscal year. Non-marketable equity securities without readily determinable fair value totaled $ 13.6 million and $ 16.2 million at September 30, 2024 and 2023, respectively, reflecting the Company's ownership interests in other entities through Pathward Venture Capital, LLC, a wholly-owned service corporation subsidiary of the Bank that was formed in 2017 for the purpose of making minority equity investments and other corporate investments. During the fiscal year, the Company recognized a $ 2.4 million gain on Visa shares previously carried at cost basis of $0 since 2008. On April 8, 2024, Visa Inc. announced the commencement of an exchange offer for Visa Class B-1 common stock and the Company subsequently tendered its Visa Class B-1 common stock in exchange for a combination of Visa Class C common stock and Visa Class B-2 common stock. After entering the exchange, the Company sold its Visa Class C common stock and Visa Class B-2 common stock in the secondary market. There was one additional security sold during the fiscal year for a $ 2.5 million gain which is included in gain on sale of other on the Consolidated Statements of Operations. Equity Securities Impairment. The Company evaluates impairment for investments held at cost on at least an annual basis based on the ultimate recoverability of the par value. All other equity investments, including those under the equity method, are reviewed for other-than-temporary impairment on at least a quarterly basis. The Company recognized $ 1.0 million, $ 3.3 million, and zero in impairment for such investments for the fiscal years ended September 30, 2024, 2023, and 2022, respectively. 98 Table of Contents NOTE 3. LOANS AND LEASES, NET Loans and leases consist of the following: At September 30, (Dollars in thousands) 2024 2023 Term lending $ 1,554,641 $ 1,308,133 Asset-based lending 471,897 382,371 Factoring 362,295 358,344 Lease financing 152,174 183,392 Insurance premium finance — 800,077 SBA/USDA 568,628 524,750 Other commercial finance 185,964 166,091 Commercial finance 3,295,599 3,723,158 Consumer finance 248,800 254,416 Tax services 8,825 5,192 Warehouse finance 517,847 376,915 Total loans and leases 4,071,071 4,359,681 Net deferred loan origination costs 4,124 6,435 Total gross loans and leases 4,075,195 4,366,116 Allowance for credit losses ( 45,336 ) ( 49,705 ) Total loans and leases, net $ 4,029,859 $ 4,316,411 During the fiscal years ended September 30, 2024 and 2023, the Company originated $ 2.03 billion and $ 1.21 billion of consumer finance and SBA/USDA loans as held for sale, respectively. The Company sold held for sale loans resulting in proceeds of $ 2.04 billion and gain on sale of $ 5.9 million during the fiscal year ended September 30, 2024. The Company sold held for sale loans resulting in proceeds of $ 1.14 billion and gain on sale of $ 0.3 million during the fiscal year ended September 30, 2023. Loans purchased and sold by portfolio segment, including participation interests, were as follows: Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 Loans Purchased Loans held for investment: Commercial finance $ 13,782 $ 480 Warehouse finance 284,480 214,786 Total purchases $ 298,262 $ 215,266 Loans Sold Loans held for sale: Commercial finance $ 99,005 $ 16,610 Consumer finance 1,937,079 1,123,271 Total sales $ 2,036,084 $ 1,139,881 99 Table of Contents Leasing Portfolio. The net investment in direct financing and sales-type leases was comprised of the following: At September 30, (Dollars in thousands) 2024 2023 Minimum lease payments receivable $ 162,757 $ 191,807 Unguaranteed residual assets 9,300 12,709 Unamortized initial direct costs 102 141 Unearned income ( 19,883 ) ( 21,124 ) Total net investment in direct financing and sales-type leases $ 152,276 $ 183,533 The components of total lease income were as follows: Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Interest income - loans and leases Interest income on net investments in direct financing and sales-type leases $ 11,827 $ 13,536 $ 17,081 Leasing and equipment finance noninterest income Lease income from operating lease payments 53,365 53,551 46,017 Other (1) 4,921 3,964 5,982 Total leasing and equipment finance noninterest income 58,286 57,515 51,999 Total lease income $ 70,113 $ 71,051 $ 69,080 (1) Other leasing and equipment finance noninterest income consists of gains (losses) on sales of leased equipment, fees and service charges on leases and gains (losses) on sales of leases. Undiscounted future minimum lease payments receivable for direct financing and sales-type leases, and a reconciliation to the carrying amount recorded at September 30, 2024 were as follows: (Dollars in thousands) 2025 $ 59,315 2026 41,380 2027 26,908 2028 19,157 2029 10,236 Thereafter 5,761 Total undiscounted future minimum lease payments receivable for direct financing and sales-type leases 162,757 Third-party residual value guarantees — Total carrying amount of direct financing and sales-type leases $ 162,757 The Company did not record any contingent rental income from direct financing and sales-type leases in the fiscal year ended September 30, 2024. 100 Table of Contents A number of factors affected the economic environment in 2023 continued throughout 2024 including geopolitical conflict, supply chain disruptions, inflation, and increased interest rates. The 2023 bank failures that were brought on by, among other things, rising interest rates, deposit outflows and liquidity crises also continued to impact the banking industry. While the ultimate impact of these factors on the Company's loan and lease portfolio remains difficult to predict, management continues to evaluate the loan and lease portfolio in order to assess the impact on repayment sources and underlying collateral that could result in additional losses and the impact to our customers and businesses as a result of these factors impacting the economy and will refine its estimate as developments occur and more information becomes available. Activity in the allowance for credit losses was as follows: Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 Beginning balance $ 49,705 $ 45,947 Provision for credit loss 42,238 57,448 Charge-offs ( 57,681 ) ( 59,898 ) Recoveries 11,074 6,208 Ending balance $ 45,336 $ 49,705 Activity in the allowance for credit losses and balances of loans and leases by portfolio segment was as follows: At September 30, 2024 (Dollars in thousands) Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance Allowance for credit losses: Term lending $ 25,686 $ 20,558 $ ( 18,193 ) $ 2,343 $ 30,394 Asset-based lending 2,738 ( 1,637 ) — 255 1,356 Factoring 6,566 1,420 ( 2,453 ) 224 5,757 Lease financing 3,302 ( 2,010 ) ( 287 ) 184 1,189 Insurance premium finance 2,637 ( 1,767 ) ( 1,149 ) 279 — SBA/USDA 2,962 1,065 ( 755 ) 1 3,273 Other commercial finance 3,089 ( 2,482 ) — — 607 Commercial finance 46,980 15,147 ( 22,837 ) 3,286 42,576 Consumer finance 2,346 3,955 ( 4,064 ) 3 2,240 Tax services 2 22,995 ( 30,780 ) 7,785 2 Warehouse finance 377 141 — — 518 Total loans and leases 49,705 42,238 ( 57,681 ) 11,074 45,336 Unfunded commitments (1) 272 423 — — 695 Total $ 49,977 $ 42,661 $ ( 57,681 ) $ 11,074 $ 46,031 (1) Reserve for unfunded commitments is recognized within other liabilities on the Consolidated Statements of Financial Condition. 101 Table of Contents At September 30, 2023 (Dollars in thousands) Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance Allowance for credit losses: Term lending $ 24,621 $ 10,541 $ ( 11,295 ) $ 1,819 $ 25,686 Asset-based lending 1,050 4,005 ( 2,873 ) 556 2,738 Factoring 6,556 1,523 ( 1,545 ) 32 6,566 Lease financing 5,902 ( 1,424 ) ( 1,479 ) 303 3,302 Insurance premium finance 1,450 2,349 ( 1,659 ) 497 2,637 SBA/USDA 3,263 ( 296 ) ( 43 ) 38 2,962 Other commercial finance 1,310 1,779 — — 3,089 Commercial finance 44,152 18,477 ( 18,894 ) 3,245 46,980 Consumer finance 1,463 3,146 ( 2,263 ) — 2,346 Tax services 5 35,775 ( 38,741 ) 2,963 2 Warehouse finance 327 50 — — 377 Total loans and leases 45,947 57,448 ( 59,898 ) 6,208 49,705 Unfunded commitments (1) 366 ( 94 ) — — 272 Total $ 46,313 $ 57,354 $ ( 59,898 ) $ 6,208 $ 49,977 (1) Reserve for unfunded commitments is recognized within other liabilities on the Consolidated Statements of Financial Condition. At September 30, 2022 (Dollars in thousands) Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance Allowance for credit losses: Term lending $ 29,351 $ 4,850 $ ( 12,629 ) $ 3,049 $ 24,621 Asset-based lending 1,726 ( 1,092 ) ( 16 ) 432 1,050 Factoring 3,997 11,699 ( 11,057 ) 1,917 6,556 Lease financing 7,629 ( 2,062 ) ( 301 ) 636 5,902 Insurance premium finance 1,394 597 ( 767 ) 226 1,450 SBA/USDA 2,978 863 ( 652 ) 74 3,263 Other commercial finance 1,168 142 — — 1,310 Commercial finance 48,243 14,997 ( 25,422 ) 6,334 44,152 Consumer finance 7,354 ( 1,449 ) ( 4,787 ) 345 1,463 Tax services 2 28,093 ( 30,852 ) 2,762 5 Warehouse finance 420 ( 93 ) — — 327 Community banking 12,262 ( 12,686 ) — 424 — Total loans and leases 68,281 28,862 ( 61,061 ) 9,865 45,947 Unfunded commitments (1) 690 ( 324 ) — — 366 Total $ 68,971 $ 28,538 $ ( 61,061 ) $ 9,865 $ 46,313 (1) Reserve for unfunded commitments is recognized within other liabilities on the Consolidated Statements of Financial Condition. 102 Table of Contents Information on loans and leases that are deemed to be collateral dependent and are evaluated individually for the ACL was as follows: (Dollars in thousands) At September 30, 2024 At September 30, 2023 Term lending $ 15,491 $ 3,516 Asset-based lending — 19,226 Factoring — 1,133 Lease financing 5,300 630 SBA/USDA 1,419 750 Commercial finance (1) 22,210 25,255 Total $ 22,210 $ 25,255 (1) For Commercial Finance, collateral dependent financial assets have collateral in the form of cash, equipment, or other business assets. Management has identified certain structured finance credits for alternative energy projects in which a substantial cash collateral account has been established to mitigate credit risk. Due to the nature of the transactions and significant cash collateral positions, these credits are evaluated individually. The balance of these pass rated cash collateral loans totaled $ 105.1 million and $ 117.0 million at September 30, 2024 and 2023, respectively. Federal regulations provide for the classification of loans and other assets such as debt and equity securities considered by the Bank's primary regulator, the OCC, to be of lesser quality as “substandard,” “doubtful” or “loss.” The loan classification and risk rating definitions are as follows: Pass - A pass asset is of sufficient quality in terms of repayment, collateral and management to preclude a special mention or an adverse rating. Watch - A watch asset is generally a credit performing well under current terms and conditions but with identifiable weakness meriting additional scrutiny and corrective measures. Watch is not a regulatory classification but can be used to designate assets that are exhibiting one or more weaknesses that deserve management’s attention. These assets are of better quality than special mention assets. Special Mention - A special mention asset is a credit with potential weaknesses deserving management’s close attention and, if left uncorrected, may result in deterioration of the repayment prospects for the asset. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention is a temporary status with aggressive credit management required to garner adequate progress and move to watch or higher. The adverse classifications are as follows: Substandard - A substandard asset is inadequately protected by the net worth and/or repayment ability or by a weak collateral position. Assets so classified will have well-defined weaknesses creating a distinct possibility the Bank will sustain some loss if the weaknesses are not corrected. Loss potential does not have to exist for an asset to be classified as substandard. Doubtful - A doubtful asset has weaknesses similar to those classified substandard, with the degree of weakness causing the likely loss of some principal in any reasonable collection effort. Due to pending factors, the asset’s classification as loss is not yet appropriate. Loss - A loss asset is considered uncollectible and of such little value that the asset’s continuance on the Bank’s balance sheet is no longer warranted. This classification does not necessarily mean an asset has no recovery or salvage value leaving room for future collection efforts. 103 Table of Contents Loans and leases, or portions thereof, are generally charged off when collection of principal becomes doubtful. Typically, this is associated with a delay or shortfall in payments of 210 days or more for commercial insurance premium finance, 120 days or more for consumer credit products and leases, and 90 days or more for commercial finance loans. Action is taken to charge off ERO loans if such loans have not been collected by the end of June and refund advance loans if such loans have not been collected by the end of the calendar year. The Company individually evaluates loans and leases that do not share similar risk characteristics with other financial assets, which generally means loans and leases identified as modifications or loans and leases on nonaccrual status. The Company recognizes that concentrations of credit may naturally occur and may take the form of a large volume of related loans and leases to an individual, a specific industry, or a geographic location. Credit concentration is a direct, indirect, or contingent obligation that has a common bond where the aggregate exposure equals or exceeds a certain percentage of the Company’s Tier 1 Capital plus the allowable Allowance for Credit Losses. The Company has various portfolios of consumer finance and tax services loans that present unique risks that are statistically managed. Due to the unique risks associated with these portfolios, the Company monitors other credit quality indicators in its evaluation of the appropriateness of the ACL on these portfolios, and as such, these loans are not included in the asset classification table below. The outstanding balances of consumer finance loans and tax services loans were $ 248.8 million and $ 8.8 million at September 30, 2024, respectively, and $ 254.4 million and $ 5.2 million at September 30, 2023, respectively. The amortized cost basis of loans and leases by asset classification and year of origination was as follows: Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total At September 30, 2024 2024 2023 2022 2021 2020 Prior Term lending Pass $ 548,597 $ 398,832 $ 117,180 $ 77,585 $ 42,950 $ 24,166 $ — $ 1,209,310 Watch 47,765 52,317 34,964 31,025 2,720 2,312 — 171,103 Special mention 44,617 3,106 9,121 14,772 7,238 2 — 78,856 Substandard 9,798 24,187 18,537 11,660 18,894 2,631 — 85,707 Doubtful 4,314 1,465 2,247 758 114 767 — 9,665 Total 655,091 479,907 182,049 135,800 71,916 29,878 — 1,554,641 Current period charge-offs 114 3,102 8,502 3,576 2,184 715 — 18,193 Asset-based lending Pass — — — — — — 233,268 233,268 Watch — — — — — — 221,521 221,521 Special mention — — — — — — 13,187 13,187 Substandard — — — — — — 3,921 3,921 Total — — — — — — 471,897 471,897 Current period charge-offs — — — — — — — — Factoring Pass — — — — — — 292,436 292,436 Watch — — — — — — 62,270 62,270 Special mention — — — — — — 271 271 Substandard — — — — — — 7,306 7,306 Doubtful — — — — — — 12 12 Total — — — — — — 362,295 362,295 Current period charge-offs — — — — — — 2,453 2,453 Lease financing Pass 44,883 48,851 12,862 7,101 7,938 1,733 — 123,368 Watch 1,837 3,537 370 6,264 1,362 40 — 13,410 Special mention — 250 — — 174 — — 424 104 Table of Contents Substandard — 6,691 2,723 2,717 2,069 603 — 14,803 Doubtful — — — 138 31 — — 169 Total 46,720 59,329 15,955 16,220 11,574 2,376 — 152,174 Current period charge-offs — — — 207 80 — — 287 Insurance premium finance Current period charge-offs 86 890 173 — — — — 1,149 SBA/USDA Pass 60,636 171,136 179,490 20,825 28,588 39,319 — 499,994 Watch 5,244 6,967 — 639 10 3,026 — 15,886 Special mention — — — 156 — 363 — 519 Substandard 1,037 15,923 12,158 2,003 9,519 11,134 — 51,774 Doubtful — 185 55 55 62 98 — 455 Total 66,917 194,211 191,703 23,678 38,179 53,940 — 568,628 Current period charge-offs — 549 79 — 127 — — 755 Other commercial finance Pass 73,330 2,210 6,685 12,351 1,274 70,203 — 166,053 Watch — 2,480 — — — — — 2,480 Substandard — 508 — 16,923 — — — 17,431 Total 73,330 5,198 6,685 29,274 1,274 70,203 — 185,964 Current period charge-offs — — — — — — — — Warehouse finance Pass — — — — — — 517,847 517,847 Total — — — — — — 517,847 517,847 Current period charge-offs — — — — — — — — Total loans and leases Pass 727,446 621,029 316,217 117,862 80,750 135,421 1,043,551 3,042,276 Watch 54,846 65,301 35,334 37,928 4,092 5,378 283,791 486,670 Special mention 44,617 3,356 9,121 14,928 7,412 365 13,458 93,257 Substandard 10,835 47,309 33,418 33,303 30,482 14,368 11,227 180,942 Doubtful 4,314 1,650 2,302 951 207 865 12 10,301 Total $ 842,058 $ 738,645 $ 396,392 $ 204,972 $ 122,943 $ 156,397 $ 1,352,039 $ 3,813,446 Current period charge-offs $ 200 $ 4,541 $ 8,754 $ 3,783 $ 2,391 $ 715 $ 2,453 $ 22,837 Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total At September 30, 2023 2023 2022 2021 2020 2019 Prior Term lending Pass $ 539,448 $ 149,190 $ 99,677 $ 73,132 $ 14,368 $ 85,812 $ — $ 961,627 Watch 53,481 51,036 58,041 12,230 4,483 727 — 179,998 Special mention 26,539 13,853 20,463 723 2,932 75 — 64,585 Substandard 20,437 30,451 14,729 24,613 3,872 764 — 94,866 Doubtful 200 2,655 1,691 1,121 165 1,225 — 7,057 Total 640,105 247,185 194,601 111,819 25,820 88,603 — 1,308,133 Asset-based lending Pass — — — — — — 161,744 161,744 105 Table of Contents Watch — — — — — — 174,243 174,243 Special mention — — — — — — 26,382 26,382 Substandard — — — — — — 19,501 19,501 Doubtful — — — — — — 501 501 Total — — — — — — 382,371 382,371 Factoring Pass — — — — — — 270,754 270,754 Watch — — — — — — 70,833 70,833 Special mention — — — — — — 8,892 8,892 Substandard — — — — — — 7,865 7,865 Total — — — — — — 358,344 358,344 Lease financing Pass 57,123 15,941 15,167 27,489 4,036 1,281 — 121,037 Watch 793 10,436 12,566 4,494 1,579 55 — 29,923 Special mention — — 847 415 195 — — 1,457 Substandard 14,890 1,983 7,082 3,660 3,062 33 — 30,710 Doubtful — — 71 61 — 133 — 265 Total 72,806 28,360 35,733 36,119 8,872 1,502 — 183,392 Insurance premium finance Pass 797,267 1,210 — — — — — 798,477 Watch 858 34 — — — — — 892 Special mention 250 15 — — — — — 265 Substandard 91 20 — — — — — 111 Doubtful 180 152 — — — — — 332 Total 798,646 1,431 — — — — — 800,077 SBA/USDA Pass 158,675 148,525 26,244 36,274 8,798 18,252 — 396,768 Watch 49,010 48,833 658 51 357 2,572 — 101,481 Special mention — — 530 — — — — 530 Substandard 252 2,356 1,718 5,418 8,509 7,718 — 25,971 Total 207,937 199,714 29,150 41,743 17,664 28,542 — 524,750 Other commercial finance Pass 2,330 18,927 32,737 1,137 10,122 69,927 — 135,180 Watch 1,742 — — — — — — 1,742 Substandard 2,753 450 25,708 — — 258 — 29,169 Total 6,825 19,377 58,445 1,137 10,122 70,185 — 166,091 Warehouse finance Pass — — — — — — 376,915 376,915 Total — — — — — — 376,915 376,915 Total loans and leases Pass 1,554,843 333,793 173,825 138,032 37,324 175,272 809,413 3,222,502 Watch 105,884 110,339 71,265 16,775 6,419 3,354 245,076 559,112 Special mention 26,789 13,868 21,840 1,138 3,127 75 35,274 102,111 Substandard 38,423 35,260 49,237 33,691 15,443 8,773 27,366 208,193 Doubtful 380 2,807 1,762 1,182 165 1,358 501 8,155 106 Table of Contents Total $ 1,726,319 $ 496,067 $ 317,929 $ 190,818 $ 62,478 $ 188,832 $ 1,117,630 $ 4,100,073 Past due loans and leases were as follows : At September 30, 2024 Accruing and Nonaccruing Loans and Leases Nonperforming Loans and Leases (Dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due > 89 Days Past Due Total Past Due Current Total Loans and Leases Receivable > 89 Days Past Due and Accruing Nonaccrual Balance Total Loans held for sale $ 2,266 $ 1,361 $ 1,050 $ 4,677 $ 684,193 $ 688,870 $ 1,050 $ — $ 1,050 Term lending 19,776 5,124 17,694 42,594 1,512,047 1,554,641 1,923 23,462 25,385 Asset-based lending — — — — 471,897 471,897 — — — Factoring — — — — 362,295 362,295 — 29 29 Lease financing 3,605 1,595 109 5,309 146,865 152,174 60 746 806 SBA/USDA — 952 2,172 3,124 565,504 568,628 331 2,175 2,506 Other commercial finance — — — — 185,964 185,964 — — — Commercial finance 23,381 7,671 19,975 51,027 3,244,572 3,295,599 2,314 26,412 28,726 Consumer finance 3,962 3,186 3,053 10,201 238,599 248,800 3,053 — 3,053 Tax services — — 8,733 8,733 92 8,825 8,733 — 8,733 Warehouse finance — — — — 517,847 517,847 — — — Total loans and leases held for investment 27,343 10,857 31,761 69,961 4,001,110 4,071,071 14,100 26,412 40,512 Total loans and leases $ 29,609 $ 12,218 $ 32,811 $ 74,638 $ 4,685,303 $ 4,759,941 $ 15,150 $ 26,412 $ 41,562 At September 30, 2023 Accruing and Nonaccruing Loans and Leases Nonperforming Loans and Leases (Dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due > 89 Days Past Due Total Past Due Current Total Loans and Leases Receivable > 89 Days Past Due and Accruing Nonaccrual Balance Total Loans held for sale $ 626 $ 549 $ 306 $ 1,481 $ 76,298 $ 77,779 $ 306 $ — $ 306 Term lending 13,898 7,723 11,136 32,757 1,275,376 1,308,133 3,737 15,324 19,061 Asset-based lending — — 123 123 382,248 382,371 — 18,082 18,082 Factoring — — — — 358,344 358,344 — 1,298 1,298 Lease financing 6,865 158 4,828 11,851 171,541 183,392 4,242 1,666 5,908 Insurance premium finance 2,159 1,262 2,339 5,760 794,317 800,077 2,339 — 2,339 SBA/USDA 512 — 1,835 2,347 522,403 524,750 833 1,002 1,835 Other commercial finance — — 91 91 166,000 166,091 91 — 91 Commercial finance 23,434 9,143 20,352 52,929 3,670,229 3,723,158 11,242 37,372 48,614 Consumer finance 2,992 2,425 2,210 7,627 246,789 254,416 2,210 — 2,210 Tax services — — 5,082 5,082 110 5,192 5,082 — 5,082 Warehouse finance — — — — 376,915 376,915 — — — Total loans and leases held for investment 26,426 11,568 27,644 65,638 4,294,043 4,359,681 18,534 37,372 55,906 Total loans and leases $ 27,052 $ 12,117 $ 27,950 $ 67,119 $ 4,370,341 $ 4,437,460 $ 18,840 $ 37,372 $ 56,212 107 Table of Contents Nonaccrual loans and leases by year of origination were as follows: Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total Nonaccrual with No ACL At September 30, 2024 2024 2023 2022 2021 2020 Prior Term lending $ 9,281 $ 3,433 $ 5,369 $ 1,386 $ 625 $ 3,368 $ — $ 23,462 $ 2,579 Factoring — — — — — — 29 29 — Lease financing — 577 11 46 2 110 — 746 — SBA/USDA — 738 55 55 742 585 — 2,175 681 Commercial finance 9,281 4,748 5,435 1,487 1,369 4,063 29 26,412 3,260 Total nonaccrual loans and leases $ 9,281 $ 4,748 $ 5,435 $ 1,487 $ 1,369 $ 4,063 $ 29 $ 26,412 $ 3,260 Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total Nonaccrual with No ACL At September 30, 2023 2023 2022 2021 2020 2019 Prior Term lending $ 865 $ 4,942 $ 2,933 $ 2,165 $ 3,134 $ 1,285 $ — $ 15,324 $ — Asset-based lending — — — — — — 18,082 18,082 — Factoring — — — — — — 1,298 1,298 — Lease financing — — 446 660 — 560 — 1,666 1 SBA/USDA — 750 — — — 252 — 1,002 — Commercial finance 865 5,692 3,379 2,825 3,134 2,097 19,380 37,372 1 Total nonaccrual loans and leases $ 865 $ 5,692 $ 3,379 $ 2,825 $ 3,134 $ 2,097 $ 19,380 $ 37,372 $ 1 Loans and leases that are 90 days or more delinquent and accruing by year of origination were as follows: Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total At September 30, 2024 2024 2023 2022 2021 2020 Prior Loans held for sale $ 1,031 $ 19 $ — $ — $ — $ — $ — $ 1,050 Term lending — 621 354 719 217 12 — 1,923 Lease financing — — — 2 58 — — 60 SBA/USDA — — 331 — — — — 331 Commercial finance — 621 685 721 275 12 — 2,314 Consumer finance 736 1,841 388 88 — — — 3,053 Tax services 8,733 — — — — — — 8,733 Total loans and leases held for investment 9,469 2,462 1,073 809 275 12 — 14,100 Total 90 days or more delinquent and accruing $ 10,500 $ 2,481 $ 1,073 $ 809 $ 275 $ 12 $ — $ 15,150 108 Table of Contents Amortized Cost Basis (Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total At September 30, 2023 2023 2022 2021 2020 2019 Prior Loans held for sale $ 306 $ — $ — $ — $ — $ — $ — $ 306 Term lending 1,604 1,371 500 233 29 — — 3,737 Lease financing 151 490 979 784 1,794 44 — 4,242 Insurance premium finance — 414 114 — 334 1,477 — 2,339 SBA/USDA — — — 833 — — — 833 Other commercial finance — — — — — 91 — 91 Commercial finance 1,755 2,275 1,593 1,850 2,157 1,612 — 11,242 Consumer finance 891 1,045 246 — — — 28 2,210 Tax services 5,082 — — — — — — 5,082 Total loans and leases held for investment 7,728 3,320 1,839 1,850 2,157 1,612 28 18,534 Total 90 days or more delinquent and accruing $ 8,034 $ 3,320 $ 1,839 $ 1,850 $ 2,157 $ 1,612 $ 28 $ 18,840 Certain loans and leases 90 days or more past due as to interest or principal continue to accrue because they are (1) well-secured and in the process of collection or (2) consumer loans exempt under regulatory rules from being classified as non-accrual until later delinquency, usually 120 days past due. The following table provides the average recorded investment in nonaccrual loans and leases: Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 Term lending $ 20,133 $ 11,494 Asset-based lending 4,896 10,295 Factoring 2,079 578 Lease financing 1,176 2,852 SBA/USDA 2,230 1,244 Commercial finance 30,514 26,463 Total loans and leases $ 30,514 $ 26,463 The recognized interest income on the Company's nonaccrual loans and leases for the fiscal years ended September 30, 2024 and 2023 was not significant. Effective October 1, 2023, the Company adopted ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures on a prospective basis. Financial information at and for the fiscal year ended September 30, 2024 is reflected as such. The historical information disclosed is in accordance with Subtopic ASC 310-40, Receivables – Troubled Debt Restructurings by Creditors . Modifications made to borrowers experiencing financial difficulty during the fiscal year ended September 30, 2024 were $ 9.8 million in the commercial finance loan portfolio. The types of modifications granted were term extensions and reduced payments. During the fiscal year ended September 30, 2024, the Company had $ 1.5 million of commercial finance loans where a modification was granted in the previous 12 months in which there was a payment default. At September 30, 2024, $ 1.5 million of modifications granted were in the over 89 days past due category. There were $ 1.1 million loans that were modified in a trouble debt restructuring ("TDR") during the fiscal year ended September 30, 2023. The Company had $ 0.9 million of commercial finance loans that were modified within the previous 12 months experience a payment default during the fiscal year ended September 30, 2023. TDR net charge-offs and the impact of TDRs on the Company's allowance for credit losses were insignificant during the fiscal year ended September 30, 2023. 109 Table of Contents NOTE 4. EARNINGS PER COMMON SHARE ("EPS") The Company has granted restricted share awards with dividend rights that are considered to be participating securities. Accordingly, a portion of the Company’s earnings is allocated to those participating securities in the earnings per share calculation under the two-class method. Basic EPS is computed using the two-class method by dividing income available to common stockholders after the allocation of dividends and undistributed earnings to the participating securities by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated using the more dilutive of the two-class method or the treasury stock method. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, and is computed after giving consideration to the weighted average dilutive effect upon vesting of performance share units ("PSUs") and restricted stock grants, the exercise of stock options, if any, and after the allocation of earnings to the participating securities. Antidilutive securities are disregarded in earnings per share calculations. Diluted EPS shown below reflects the two-class method, as diluted EPS under the two-class method was more dilutive than under the treasury stock method. A reconciliation of net income and common stock share amounts used in the computation of basic and diluted earnings per share is presented below. Fiscal Year Ended September 30, (Dollars in thousands, except per share data) 2024 2023 2022 Basic income per common share: Net income attributable to Pathward Financial, Inc. $ 168,357 $ 163,615 $ 156,386 Dividends and undistributed earnings allocated to participating securities ( 1,542 ) ( 2,453 ) ( 2,565 ) Basic net earnings available to common stockholders 166,815 161,162 153,821 Undistributed earnings allocated to nonvested restricted stockholders 1,495 2,372 2,468 Reallocation of undistributed earnings to nonvested restricted stockholders ( 1,493 ) ( 2,364 ) ( 2,468 ) Diluted net earnings available to common stockholders $ 166,817 $ 161,170 $ 153,821 Total weighted-average basic common shares outstanding 25,169,937 26,833,079 29,227,071 Effect of dilutive securities (1) Performance share units 31,813 92,527 5,176 Total effect of dilutive securities 31,813 92,527 5,176 Total weighted-average diluted common shares outstanding 25,201,750 26,925,606 29,232,247 Net earnings per common share: Basic earnings per common share $ 6.63 $ 6.01 $ 5.26 Diluted earnings per common share (2) $ 6.62 $ 5.99 $ 5.26 (1) Represents the effect of the assumed exercise of stock options and vesting of performance share units and restricted stock, as applicable, utilizing the treasury stock method. (2) Excluded from the computation of diluted earnings per share for the fiscal years ended September 30, 2024, 2023, and 2022, respectively, were 232,601 , 408,477 , and 487,476 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive. 110 Table of Contents NOTE 5. PREMISES, FURNITURE, AND EQUIPMENT, NET Premises, furniture, and equipment consists of the following: At September 30, (Dollars in thousands) 2024 2023 Land $ 1,354 $ 1,354 Buildings 21,685 21,331 Furniture, fixtures, and equipment 63,823 62,312 86,862 84,997 Less: accumulated depreciation and amortization ( 47,807 ) ( 45,837 ) Net book value $ 39,055 $ 39,160 Depreciation expense of premises, furniture and equipment included in occupancy and equipment expense was approximately $ 10.2 million, $ 11.1 million and $ 11.3 million for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. NOTE 6. RENTAL EQUIPMENT, NET Rental equipment consists of the following: At September 30, (Dollars in thousands) 2024 2023 Computers and IT networking equipment $ 21,308 $ 25,094 Motor vehicles and other 140,920 122,845 Other furniture and equipment 38,755 37,637 Solar panels and equipment 128,296 142,355 Total 329,279 327,931 Accumulated depreciation ( 124,987 ) ( 117,418 ) Unamortized initial direct costs 1,047 1,237 Net book value $ 205,339 $ 211,750 Future minimum lease payments expected to be received for operating leases at September 30, 2024 were as follows: (Dollars in thousands) 2025 $ 41,983 2026 32,493 2027 24,333 2028 15,017 2029 9,402 Thereafter 5,921 Total $ 129,149 NOTE 7. GOODWILL AND INTANGIBLE ASSETS The Company held a total of $ 309.5 million of goodwill at September 30, 2024. The recorded goodwill is a result of multiple business combinations that occurred from 2015 to 2018. There have been no changes to the carrying amount of goodwill during the fiscal years ended September 30, 2024 and 2023. 111 Table of Contents The changes in the carrying amount of the Company's intangible assets were as follows: (Dollars in thousands) Trademark (1) Non-Compete Customer Relationships (2) All Others (3) Total At September 30, 2023 $ 7,477 $ — $ 9,110 $ 4,133 $ 20,720 Amortization during the period ( 1,055 ) — ( 2,544 ) ( 532 ) ( 4,131 ) At September 30, 2024 $ 6,422 $ — $ 6,566 $ 3,601 $ 16,589 Gross carrying amount $ 13,774 $ 301 $ 77,578 $ 7,732 $ 99,385 Accumulated amortization ( 7,352 ) ( 301 ) ( 60,094 ) ( 3,978 ) ( 71,725 ) Accumulated impairment — — ( 10,918 ) ( 153 ) ( 11,071 ) At September 30, 2024 $ 6,422 $ — $ 6,566 $ 3,601 $ 16,589 At September 30, 2022 $ 8,605 $ — $ 12,395 $ 4,691 $ 25,691 Amortization during the period ( 1,128 ) — ( 3,285 ) ( 558 ) ( 4,971 ) At September 30, 2023 $ 7,477 $ — $ 9,110 $ 4,133 $ 20,720 Gross carrying amount $ 14,314 $ 301 $ 77,578 $ 7,796 $ 99,989 Accumulated amortization ( 6,837 ) ( 301 ) ( 57,550 ) ( 3,445 ) ( 68,133 ) Accumulated impairment — — ( 10,918 ) ( 218 ) ( 11,136 ) At September 30, 2023 $ 7,477 $ — $ 9,110 $ 4,133 $ 20,720 (1) Book amortization period of 5 - 15 years. Amortized using the straight line and accelerated methods. (2) Book amortization period of 10 - 30 years. Amortized using the accelerated method. (3) Book amortization period of 3 - 20 years. Amortized using the straight line method. The estimated amortization expense of intangible assets assumes no activities, such as acquisitions, which would result in additional amortizable intangible assets. Estimated amortization expense of intangible assets in the subsequent fiscal years at September 30, 2024 was as follows: (Dollars in thousands) 2025 $ 3,569 2026 3,223 2027 2,577 2028 2,267 2029 1,637 Thereafter 3,316 Total anticipated intangible amortization $ 16,589 There were no impairments to intangible assets for the fiscal years ended September 30, 2024 and 2023. Intangible impairment expense is recorded within the impairment expense line of the Consolidated Statements of Operations. NOTE 8. OPERATING LEASE RIGHT-OF-USE ASSETS AND LIABILITIES Operating lease right-of-use ("ROU") assets, included in other assets , were $ 24.4 million and $ 26.9 million at September 30, 2024 and 2023, respectively. Operating lease liabilities, included in accrued expenses and other liabilities , were $ 26.0 million and $ 28.8 million at September 30, 2024 and 2023, respectively. 112 Table of Contents Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities at September 30, 2024 were as follows: (Dollars in thousands) 2025 $ 3,985 2026 3,435 2027 3,152 2028 3,095 2029 2,841 Thereafter 12,703 Total undiscounted future minimum lease payments 29,211 Discount ( 3,189 ) Total operating lease liabilities $ 26,022 The weighted-average discount rate and remaining lease term for operating leases were as follows: At September 30, 2024 2023 Weighted-average discount rate 2.45 % 2.38 % Weighted-average remaining lease term (years) 8.78 9.66 The components of total lease costs for operating leases were as follows: Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Lease expense $ 3,997 $ 3,951 $ 4,431 Short-term and variable lease cost 75 142 194 ROU asset impairment — — 670 Sublease income ( 1,300 ) ( 1,409 ) ( 1,267 ) Total lease cost for operating leases $ 2,772 $ 2,684 $ 4,028 NOTE 9. TIME CERTIFICATES OF DEPOSIT Time certificates of deposit in denominations of $ 250,000 or more were approximately $ 4.1 million and $ 5.0 million at September 30, 2024, and 2023, respectively. Scheduled maturities of time certificates of deposit at September 30, 2024 were as follows for the fiscal years ending: (Dollars in thousands) 2025 $ 3,104 2026 26,102 2027 — 2028 — 2029 — Thereafter — Tota l (1) $ 29,206 (1) As of September 30, 2024, the Company had $ 25.0 million certificates of deposit recorded in wholesale deposits on the Consolidated Statements of Financial Condition. Under the Dodd-Frank Act, IRA and non-IRA deposit accounts are insured up to $ 250,000 by the DIF under management of the FDIC. 113 Table of Contents NOTE 10. SHORT-TERM AND LONG-TERM BORROWINGS Short-Term Borrowings At September 30, (Dollars in thousands) 2024 2023 Overnight fed funds purchased $ 377,000 $ 13,000 Total $ 377,000 $ 13,000 The Company had $ 257.0 million of overnight federal funds purchased from the FHLB and $ 120.0 million from other financial institutions at September 30, 2024, as compared to $ 13.0 million from the FHLB at September 30, 2023. The Bank has executed blanket pledge agreements whereby the Bank assigns, transfers, and pledges to the FHLB and grants to the FHLB a security interest in real estate and securities collateral. The Bank has the right to use, commingle, and dispose of the collateral it has assigned to the FHLB. Under the agreement, the Bank must maintain “eligible collateral” that has a “lending value” at least equal to the “required collateral amount,” all as defined by the agreement. At September 30, 2024 and 2023, the Bank pledged securities with fair values of approximately $ 1.04 billion and $ 996.9 million, respectively, to be used against FHLB advances as needed. In addition, qualifying loans of approximately $ 136.9 million were pledged as collateral at September 30, 2024 compared to $ 21.3 million at September 30, 2023. The Company had no securities sold under agreements to repurchase at September 30, 2024 and 2023. Long-Term Borrowings At September 30, (Dollars in thousands) 2024 2023 Trust preferred securities $ 13,661 $ 13,661 Subordinated debentures, net of issuance costs 19,693 19,591 Other long-term borrowings (1) — 621 Total $ 33,354 $ 33,873 (1) Includes zero and $ 0.6 million of discounted leases at September 30, 2024 and 2023, respectively. Scheduled maturities of the Company's long-term borrowings at September 30, 2024 were as follows for the fiscal years ending: (Dollars in thousands) Trust preferred securities Subordinated debentures Other long-term borrowings Total 2025 $ — $ — $ — $ — 2026 — — — — 2027 — — — — 2028 — — — — 2029 — — — — Thereafter 13,661 19,693 — 33,354 Total long-term borrowings $ 13,661 $ 19,693 $ — $ 33,354 Certain trust preferred securities are due to First Midwest Financial Capital Trust I, a 100 %-owned nonconsolidated subsidiary of the Company. The securities were issued in 2001 in conjunction with the Trust’s issuance of 10,000 shares of trust preferred securities. The securities bear the same interest rate and terms as the trust preferred securities. The securities are included on the Consolidated Statements of Financial Condition as liabilities. 114 Table of Contents The Company issued all of the 10,310 authorized shares of trust preferred securities of First Midwest Financial Capital Trust I holding solely securities. Distributions are paid semi-annually. Cumulative cash distributions are calculated at 6-month CME Term SOFR plus 0.42826 % tenor spread adjustment plus 3.75 % ( 8.43 % at September 30, 2024 and 9.65 % at September 30, 2023), not to exceed 12.5 %. The Company may, at one or more times, defer interest payments on the capital securities for up to 10 consecutive semi-annual periods, but not beyond July 25, 2031. At the end of any deferral period, all accumulated and unpaid distributions are required to be paid. The capital securities are required to be redeemed on July 25, 2031; however, the Company has a semi-annual option to shorten the maturity date. The redemption price is $ 1,000 per capital security plus any accrued and unpaid distributions to the date of redemption. Holders of the capital securities have no voting rights, are unsecured and rank junior in priority of payment to all of the Company’s indebtedness and senior to the Company’s common stock. Although the securities issued by the Trust are not included as a component of stockholders’ equity, the securities are treated as capital for regulatory purposes, subject to certain limitations. Through the Crestmark Acquisition, the Company acquired $ 3.4 million in floating rate capital securities due to Crestmark Capital Trust I, a 100%-owned nonconsolidated subsidiary of the Company. The subordinated debentures bear interest at 3-month CME Term SOFR plus 0.26161 % tenor spread adjustment plus 3.00 %, have a stated maturity of 30 years and are redeemable by the Company at par, with regulatory approval. The interest rate is reset quarterly at distribution dates in February, May, August, and November. The interest rate as of September 30, 2024 was 7.85 %. The Company has the option to defer interest payments on the subordinated debentures from time to time for a period not to exceed five consecutive years. On September 23, 2022, the Company completed a private placement of $ 20.0 million of its 6.625 % fixed-to-floating rate subordinated debentures due 2032 to certain qualified institutional buyers and accredited investors. These notes will mature on September 30, 2032, unless earlier redeemed. Beginning on September 30, 2027, the notes may be redeemed, in whole or in part, at the Company's option subject to regulatory approval, on any scheduled interest payment date. Prior to September 30, 2027, the notes may be redeemed, in whole but not in part, at any time upon certain other specified events. At September 30, 2024, the Company had $ 19.7 million in aggregate principal amount in subordinated debentures remains outstanding. NOTE 11. STOCKHOLDERS' EQUITY Repurchase of Common Stock. The Company's Board of Directors authorized the September 3, 2021 share repurchase program to repurchase up to 6,000,000 shares of the Company's outstanding common stock. This authorization was effective from September 3, 2021 through September 30, 2024, with 146,435 shares authorized by this repurchase program not repurchased when it expired. On August 25, 2023, the Company's Board of Directors announced a share repurchase program to repurchase up to an additional 7,000,000 shares of the Company's outstanding common stock on or before September 30, 2028. During the fiscal years ended September 30, 2024 and 2023, the Company repurchased 1,520,001 and 2,628,541 shares, respectively, as part of the share repurchase programs. Under the repurchase programs, repurchased shares were retired and designated as authorized but unissued shares. The Company accounts for repurchased shares using the par value method under which the repurchase price is charged to paid-in capital up to the amount of the original proceeds of those shares. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. As of September 30, 2024, 7,000,000 shares of common stock remained available for repurchase. For the fiscal years ended September 30, 2024 and 2023, the Company also repurchased 126,221 and 67,103 shares, or $ 6.1 million and $ 2.5 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock. Repurchase of Treasury Stock. The Company accounts for the retirement of repurchased shares, including treasury stock, using the par value method under which the repurchase price is charged to paid-in capital up to the amount of the original proceeds of those shares. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. The Company retired 129,929 and 149,679 shares of common stock held in treasury during the fiscal years ended September 30, 2024 and 2023, respectively. 115 Table of Contents NOTE 12. STOCK COMPENSATION The Company previously maintained the Pathward Financial, Inc. 2002 Omnibus Incentive Plan, as amended and restated (the "Prior Omnibus Incentive Plan"). No awards were granted under the Prior Omnibus Incentive Plan following November 25, 2022, the date that the Prior Omnibus Incentive Plan expired by its terms. 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 PSUs to certain officers and directors of the Company. Awards may be granted by the Compensation Committee of the Board of Directors based on the performance of the award recipients or other relevant factors. Shares have previously been granted each year to executives and senior leadership members under the applicable Company incentive plan. These shares vest at various times ranging from immediately to three years based on circumstances at time of grant. The fair value is determined based on the fair market value of the Company’s stock on the grant date. Director shares are issued to the Company’s directors, and these shares have historically vested from immediately to up to one year from the grant date. The Company also grants selected executives PSU awards. The vesting of these awards is contingent on meeting company-wide performance goals, including earnings per share. PSUs are generally granted at the market value of the underlying share on the date of grant, adjusted for dividends, as PSUs do not participate in dividends. The awards contingently vest over a period of three years and have payout levels ranging from a threshold of 50 % to a maximum of 200 %. Upon vesting, each PSU earned is converted into one share of common stock. The fair value of the PSUs is determined by the dividend-adjusted fair value on the grant date for those awards subject to a performance condition. For those PSUs subject to a market condition, a simulation valuation is performed. In addition, during the first and second quarters of fiscal year 2017, shares were granted to certain executive officers of the Company in connection with their signing of employment agreements with the Company. These stock awards vest in equal installments over eight years . The following tables show the activity of share awards (including shares of restricted stock subject to vesting, fully-vested restricted stock, and PSUs) granted, exercised or forfeited under all of the Company’s incentive plans during the fiscal years ended September 30, 2024 and 2023. (Dollars in thousands, except per share data) Number of Shares Weighted Average Fair Value at Grant Nonvested shares outstanding, September 30, 2023 370,151 $ 35.87 Granted 181,117 50.61 Vested ( 288,734 ) 40.22 Forfeited or expired ( 13,864 ) 42.49 Nonvested shares outstanding, September 30, 2024 248,670 $ 41.19 Nonvested shares outstanding, September 30, 2022 474,348 $ 36.52 Granted 135,417 36.68 Vested ( 229,803 ) 37.46 Forfeited or expired ( 9,811 ) 41.14 Nonvested shares outstanding, September 30, 2023 370,151 $ 35.87 116 Table of Contents (Dollars in thousands, except per share data) Number of Units Weighted Average Fair Value at Grant Performance share units outstanding, September 30, 2023 155,804 $ 41.20 Granted (1) 52,125 49.61 Vested ( 60,984 ) 55.47 Forfeited or expired ( 4,483 ) 44.59 Performance share units outstanding, September 30, 2024 142,462 $ 47.24 Performance share units outstanding, September 30, 2022 96,689 $ 42.59 Granted (2) 59,115 38.94 Vested — — Forfeited or expired — — Performance share units outstanding, September 30, 2023 155,804 $ 41.20 (1) The activity in this table includes 60,984 shares related to the fiscal year 2021 PSUs, which are included in this table under the assumption of a target performance achievement. The final performance was assessed after September 30, 2023, resulted in an achievement greater than target, and an additional 47,252 shares were allocated to the participants in the plan. (2) The number of PSUs granted reflects the target number of PSUs able to be earned under a given award. Compensation expense for share-based awards is recorded over the vesting period at the fair value of the award at the time of the grant. The exercise price of fair value of nonvested (restricted) shares and PSUs granted under the Company’s incentive plans is equal to the fair market value of the underlying stock at the grant date, adjusted for dividends where applicable. The Company has elected to record forfeitures as they occur. The following table shows the effect to income, net of tax benefits, of share-based compensation expense recorded: Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Total employee stock-based compensation expense recognized in income, net of tax effects of $ 1,873 , $ 1,838 , and $ 2,181 , respectively $ 8,416 $ 8,465 $ 7,824 As of September 30, 2024, stock-based compensation expense not yet recognized in income totaled $ 6.3 million, which is expected to be recognized over a weighted-average remaining period of 1.56 years. NOTE 13. INCOME TAXES The Company and its subsidiaries file a consolidated federal income tax return on a fiscal year basis. The provision for income taxes were as follows: Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Federal: Current $ 9,815 $ 8,682 $ 5,657 Deferred 9,281 ( 1,168 ) 12,900 19,096 7,514 18,557 State: Current 8,211 7,817 4,720 Deferred 1,834 993 4,687 10,045 8,810 9,407 Income tax expense $ 29,141 $ 16,324 $ 27,964 117 Table of Contents The tax effects of the Company's temporary differences that give rise to significant portions of its deferred tax assets and liabilities were: At September 30, (Dollars in thousands) 2024 2023 Deferred tax assets: Allowance for credit losses $ 11,042 $ 11,606 Deferred compensation 4,351 3,739 Stock based compensation 2,402 3,916 Valuation adjustments 175 393 General business credits (1) 55,706 59,783 Accrued expenses 2,763 2,558 Lease liability 6,503 7,210 Net unrealized loss on securities available for sale 50,819 84,908 Premises and equipment 3,939 — Other assets 3,940 4,193 141,640 178,306 Deferred tax liabilities: Premises and equipment — ( 2,016 ) Intangibles ( 7,859 ) ( 5,862 ) Leased assets ( 76,016 ) ( 66,877 ) Right-of-use assets ( 6,218 ) ( 6,877 ) Other liabilities ( 1,346 ) ( 1,349 ) ( 91,439 ) ( 82,981 ) Net deferred tax assets $ 50,201 $ 95,325 (1) The general business credits are investment tax credits generated from qualified solar energy property placed in service during the fiscal years ended September 30, 2024 and 2023. These credits will begin to expire on September 30, 2042. As of September 30, 2024, the Company had a gross deferred tax asset of $ 3.0 million for separate company state cumulative net operating loss carryforwards, for which $ 3.0 million was reserved. At September 30, 2023, the Company had a gross deferred tax asset of $ 2.7 million for separate company state cumulative net operating loss carryforwards, for which $ 2.7 million was reserved. These state operating loss carryforwards will expire in various subsequent periods. In general, management believes that the realization of its deferred tax assets is more likely than not based on the expectations as to future taxable income; therefore, there was no deferred tax valuation allowance at September 30, 2024, or 2023 with the exception of the state cumulative net operating loss carryforwards discussed above. 118 Table of Contents The table below reconciles the statutory federal income tax expense and rate to the effective income tax expense and rate for the fiscal years presented. The Company's effective tax rate is calculated by dividing income tax expense by income before income tax expense. Fiscal Year Ended September 30, 2024 2023 2022 (Dollars in thousands) Amount Rate Amount Rate Amount Rate Statutory federal income tax expense and rate $ 41,746 21.0 % $ 38,248 21.0 % $ 38,714 21.0 % Change in tax rate resulting from: State income taxes net of federal benefits 7,875 4.0 % 7,047 3.9 % 7,413 4.0 % 162(m) disallowance 1,874 0.9 % 919 0.5 % 1,125 0.4 % Tax exempt income ( 690 ) ( 0.3 ) % ( 783 ) ( 0.4 ) % ( 743 ) ( 0.4 ) % General business credits ( 21,132 ) ( 10.6 ) % ( 28,633 ) ( 15.7 ) % ( 17,589 ) ( 9.5 ) % Other, net ( 532 ) ( 0.3 ) % ( 474 ) ( 0.3 ) % ( 956 ) ( 0.3 ) % Income tax expense $ 29,141 14.7 % $ 16,324 9.0 % $ 27,964 15.2 % The Company uses the flow through method of accounting for investment tax credits under which the credits are recognized as a reduction to income tax expense in the period in which the credit arises. During the fiscal years ended September 30, 2024, 2023, and 2022, $ 19.7 million, $ 27.4 million, and $ 16.8 million in investment tax credits were recognized as a reduction to income tax expense, respectively. The Company’s tax reserves reflect management’s judgment as to the resolution of the issues involved if subject to judicial review. While the Company believes that its reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be resolved at a financial cost that does not exceed its related reserve. With respect to these reserves, the Company’s income tax expense would include (i) any changes in tax reserves arising from material changes during the period in the facts and circumstances surrounding a tax issue, and (ii) any difference from the Company’s tax position as recorded in the Consolidated Financial Statements and the final resolution of a tax issue during the period. The tax years ended September 30, 2021 and later remain subject to examination by the Internal Revenue Service. For state purposes, the tax years ended September 30, 2021 and later remain open for examination, with few exceptions. A reconciliation of the beginning and ending balances for liabilities associated with unrecognized tax benefits follows: At September 30, (Dollars in thousands) 2024 2023 Balance at beginning of fiscal year $ 521 $ 645 Additions (reductions) for tax positions related to prior years 56 ( 124 ) Balance at end of fiscal year $ 577 $ 521 The total amount of unrecognized tax benefits that, if recognized, would impact the effective rate was $ 540,000 as of September 30, 2024. The Company recognizes interest related to unrecognized tax benefits as a component of income tax expense. The amount of accrued interest related to unrecognized tax benefits was $ 93,000 as of September 30, 2024. The Company does not anticipate any significant change in the total amount of unrecognized tax benefits within the next 12 months. 119 Table of Contents NOTE 14. CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS The Company and the Bank are required to comply with the regulatory capital rules administered by federal banking agencies (the "Capital Rules"). Under the Capital Rules and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors. The Capital Rules require the Company and the Bank to maintain minimum ratios (set forth in the table below) of total risk-based capital and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and a leverage ratio consisting of Tier 1 capital (as defined) to average assets (as defined). At September 30, 2024, the Company and the Bank exceeded federal regulatory minimum capital requirements to be classified as well-capitalized under the prompt corrective action requirements. The Company and the Bank took the AOCI opt-out election; under the rule, non-advanced approach banking organizations were given a one-time option to exclude certain AOCI components. The table below includes certain non-GAAP financial measures that are used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies. Management reviews these measures along with other measures of capital as part of its financial analyses and has included this non-GAAP financial information, and the corresponding reconciliation to total equity. Company Bank Minimum to be Adequately Capitalized Under Prompt Corrective Action Provisions Minimum to be Well Capitalized Under Prompt Corrective Action Provisions At September 30, 2024 Tier 1 leverage capital ratio 9.26 % 9.44 % 4.00 % 5.00 % Common equity Tier 1 capital ratio 12.61 13.12 4.50 6.50 Tier 1 capital ratio 12.86 13.12 6.00 8.00 Total capital ratio 14.08 13.97 8.00 10.00 At September 30, 2023 Tier 1 leverage capital ratio 8.11 % 8.32 % 4.00 % 5.00 % Common equity Tier 1 capital ratio 11.25 11.81 4.50 6.50 Tier 1 capital ratio 11.50 11.81 6.00 8.00 Total capital ratio 12.84 12.76 8.00 10.00 120 Table of Contents The following table provides a reconciliation of the amounts included in the table above for the Company. Standardized Approach (1) (Dollars in thousands) September 30, 2024 September 30, 2023 Total stockholders' equity $ 839,605 $ 650,625 Adjustments: LESS: Goodwill, net of associated deferred tax liabilities 296,105 297,679 LESS: Certain other intangible assets 18,018 21,228 LESS: Net deferred tax assets from operating loss and tax credit carry-forwards 13,253 19,679 LESS: Net unrealized (losses) on available for sale securities ( 152,328 ) ( 254,294 ) LESS: Noncontrolling interest ( 277 ) ( 1,005 ) ADD: Adoption of Accounting Standards Update 2016-13 1,345 2,017 Common Equity Tier 1 (1) 666,179 569,355 Long-term borrowings and other instruments qualifying as Tier 1 13,661 13,661 Tier 1 minority interest not included in common equity Tier 1 capital ( 150 ) ( 826 ) Total Tier 1 capital 679,690 582,190 Allowance for credit losses 44,687 47,960 Subordinated debentures, net of issuance costs 19,693 19,591 Total capital $ 774,070 $ 649,741 (1) Capital ratios were determined using the Basel III capital rules that became effective on January 1, 2015. Basel III revised the definition of capital, increased minimum capital ratios, and introduced a minimum common equity tier 1 capital ratio; those changes were fully phased in through the end of 2021. The Company and the Bank are required to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of Common Equity Tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. The required Common Equity Tier 1 risk-based, Tier 1 risk-based and total risk-based capital ratios with the buffer are currently 7.0 %, 8.5 % and 10.5 %, respectively. Based on current and expected continued profitability and subject to continued access to capital markets, we believe that the Company and the Bank will continue to meet the capital conservation buffer of 2.5 % in addition to required minimum capital ratios. NOTE 15. REVENUE FROM CONTRACTS WITH CUSTOMERS Topic 606 applies to all contracts with customers unless such revenue is specifically addressed under existing guidance. The table below presents the Company’s revenue by operating segment. For additional descriptions of the Company’s operating segments, including additional financial information and the underlying management accounting process, see Note 16. Segment Reporting to the Consolidated Financial Statements. 121 Table of Contents (Dollars in thousands) Consumer Commercial Corporate Services/Other Consolidated Company Fiscal Year Ended September 30, 2024 2023 2024 2023 2024 2023 2024 2023 Net interest income (1) $ 236,011 $ 154,316 $ 194,967 $ 195,239 $ 24,140 $ 38,306 $ 455,118 $ 387,861 Noninterest income: Refund transfer product fees 40,178 39,452 — — — — 40,178 39,452 Refund advance fee income (1) 43,473 37,433 — — — — 43,473 37,433 Card and deposit fees 124,949 149,703 967 1,018 27 25 125,943 150,746 Rental income (1) — — 53,443 53,346 714 844 54,157 54,190 Gain on trademarks (1) — — — — — 10,000 — 10,000 Gain (loss) on sale of other (1) ( 5 ) — 7,702 2,005 4,972 658 12,669 2,663 Other income (1) 8,512 6,956 9,636 9,682 5,019 5,477 23,167 22,115 Total noninterest income 217,107 233,544 71,748 66,051 10,732 17,004 299,587 316,599 Revenue $ 453,118 $ 387,860 $ 266,715 $ 261,290 $ 34,872 $ 55,310 $ 754,705 $ 704,460 (1) These revenues are not within the scope of Topic 606. Additional details are included in other footnotes to the accompanying financial statements. The scope of Topic 606 explicitly excludes net interest income as well as many other revenues for financial assets and liabilities, including loans, leases, and securities. Following is a discussion of key revenues within the scope of Topic 606. The Company provides services to customers that have related performance obligations that must be completed to recognize revenue. Revenues are generally recognized immediately upon the completion of the service or over time as services are performed. Any services performed over time generally require that the Company renders services each period; therefore, the Company measures progress in completing these services based upon the passage of time. Revenue from contracts with customers did not generate significant contract assets and liabilities for the fiscal year ended September 30, 2024. Refund Transfer Product Fees. Refund transfer fees are specific to the Partner Solutions business line and reflect product fees offered by the Company through third-party tax preparers and tax preparation software providers where the Company acts as the partnering financial institution. A refund transfer allows a taxpayer to pay tax preparation and filing fees directly from their federal or state government tax refund, with the remainder of the refund being disbursed in accordance with the terms and conditions of the taxpayer agreement, which may include satisfaction of other disbursement obligations before going directly to the taxpayer via check, direct deposit, or prepaid card. Refund transfer fees are recognized by the Company immediately after the taxpayer's refund has been disbursed in accordance with the contract and are based on standalone pricing included within the terms and conditions. Certain expenses to tax preparation software providers are netted with refund transfer fee income as the Company is considered the agent in these contractual relationships. All refund transfer fees are recorded within the Consumer reporting segment. Card and Deposit Fees. Card fees relate to the Partner Solutions business line and consist of income from prepaid cards and merchant services, including interchange fees from prepaid cards processed through card association networks, merchant services and other card related services. Interchange rates are generally set by card association networks based on transaction volume and other factors. Since interchange fees are generated by cardholder activity, the Company recognizes the income as transactions occur. Fee income for merchant services and other card related services reflect account management and transaction fees charged to merchants for processing card association network transactions. The associated income is recognized as transactions occur or as services are performed. For the Company's internally managed prepaid card programs, fees are based on standalone pricing within the terms and conditions of the cardholder agreement. The Company is considered the principal of these relationships resulting in all fee income being presented on a gross basis within the Consolidated Statement of Operations. For the Company's sponsorship prepaid card programs where a third-party is considered the Program Manager, the fees are based on standalone pricing within the terms and conditions of the Program Agreement. For these relationships, the Company is considered the agent and certain expenses with the Program Manager, networks and associations are netted with card fee revenue. All card fee income is included in the Consumer reporting segment. 122 Table of Contents Deposit fees relate to the Partner Solutions and Commercial Finance business lines and consist of income from banking and deposit-related services, including account services, overdraft protection, and wire transfers. Fee income for account services is recognized over the course of the month as the performance obligation is satisfied. Fee income for overdraft protection and wire transfers is recognized at the point in time when such event occurs. For partner solutions, the fees for account services and overdraft protection are based on standalone pricing within the terms and conditions of the Program Agreement with the sponsorship partner. For these relationships, the Company is considered the agent and certain expenses with the partner are netted with deposit fee revenue. For Commercial Finance, fees for wire transfers are based on standalone pricing within the terms and conditions of the customer deposit agreement. Bank and deposit fees for the Partner Solutions and Commercial Finance business lines are included in the Consumer and Commercial reporting segments, respectively. Also included within Card and Deposit Fees for the Consumer reporting segment are servicing fees the Company recognizes for custodial off-balance sheet deposits. This fee income is for services the Bank performs to maintain records of cardholder funds placed at one or more third-party banks insured by the FDIC. The servicing fee is typically reflective of the EFFR. NOTE 16. SEGMENT REPORTING An operating segment is generally defined as a component of a business for which discrete financial information is available and whose results are reviewed by the chief operating decision-maker. Operating segments are aggregated into reportable segments if certain criteria are met. The Company reports its results of operations through the following three business segments: Consumer, Commercial, and Corporate Services/Other. The Partner Solutions business line is reported in the Consumer segment. The Commercial Finance business line is reported in the Commercial segment. The Corporate Services/Other segment includes certain shared services as well as treasury related functions such as the investment portfolio, warehouse finance, wholesale deposits, and borrowings. The following tables present segment data for the Company: Fiscal Year Ended September 30, 2024 (Dollars in thousands) Consumer Commercial Corporate Services/Other Total Net interest income $ 236,011 $ 194,967 $ 24,140 $ 455,118 Provision for credit loss 26,950 15,571 140 42,661 Noninterest income 217,107 71,748 10,732 299,587 Noninterest expense 207,778 142,143 163,332 513,253 Income (loss) before income tax expense 218,390 109,001 ( 128,600 ) 198,791 Total assets 444,272 4,437,844 2,667,220 7,549,336 Total goodwill 87,145 222,360 — 309,505 Total deposits 5,643,228 10,935 220,922 5,875,085 Fiscal Year Ended September 30, 2023 (Dollars in thousands) Consumer Commercial Corporate Services/Other Total Net interest income $ 154,316 $ 195,239 $ 38,306 $ 387,861 Provision for credit loss 38,920 18,384 50 57,354 Noninterest income 233,544 66,051 17,004 316,599 Noninterest expense 165,782 141,627 157,566 464,975 Income (loss) before income tax expense 183,158 101,279 ( 102,306 ) 182,131 Total assets 492,964 4,179,914 2,862,665 7,535,543 Total goodwill 87,145 222,360 — 309,505 Total deposits 6,376,467 5,958 206,757 6,589,182 123 Table of Contents Fiscal Year Ended September 30, 2022 (Dollars in thousands) Consumer Commercial Corporate Services/Other Total Net interest income $ 98,366 $ 187,209 $ 21,749 $ 307,324 Provision for (reversal of) credit loss 30,680 14,674 ( 16,816 ) 28,538 Noninterest income 189,252 68,412 36,143 293,807 Noninterest expense 99,589 128,904 156,782 385,275 Income (loss) before income tax expense 157,349 112,043 ( 82,074 ) 187,318 Total assets 356,994 3,487,461 2,902,955 6,747,410 Total goodwill 87,145 222,360 — 309,505 Total deposits 5,695,776 8,965 161,296 5,866,037 NOTE 17. PARENT COMPANY FINANCIAL STATEMENTS Presented below are the condensed financial statements for the parent company, Pathward Financial, Inc. Condensed Statements of Financial Condition (Dollars in thousands) September 30, 2024 September 30, 2023 ASSETS Cash and cash equivalents $ 1,898 $ 1,399 Securities held to maturity, at amortized cost 10,896 9,220 Investment in subsidiaries 865,843 678,572 Other assets 2,263 1,312 Total assets $ 880,900 $ 690,503 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Long-term borrowings $ 33,354 $ 33,252 Other liabilities 7,941 6,626 Total liabilities 41,295 39,878 STOCKHOLDERS' EQUITY Common stock 248 262 Additional paid-in capital 638,803 628,500 Retained earnings 354,474 278,655 Accumulated other comprehensive loss ( 153,394 ) ( 255,443 ) Treasury stock, at cost ( 249 ) ( 344 ) Total equity attributable to parent 839,882 651,630 Noncontrolling interest ( 277 ) ( 1,005 ) Total stockholders' equity 839,605 650,625 Total liabilities and stockholders' equity $ 880,900 $ 690,503 124 Table of Contents Condensed Statements of Operations Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Interest expense $ 2,667 $ 2,538 $ 3,982 Other expense 3,297 1,409 1,062 Total expense 5,964 3,947 5,044 Loss before income taxes and equity in undistributed net income of subsidiaries ( 5,964 ) ( 3,947 ) ( 5,044 ) Income tax benefit ( 1,147 ) ( 967 ) ( 1,029 ) Loss before equity in undistributed net income of subsidiaries ( 4,817 ) ( 2,980 ) ( 4,015 ) Equity in undistributed net income of subsidiaries 172,017 166,738 159,652 Other income 1,157 ( 143 ) 749 Total income 173,174 166,595 160,401 Net income attributable to parent $ 168,357 $ 163,615 $ 156,386 125 Table of Contents Condensed Statements of Cash Flows Fiscal Year Ended September 30, (Dollars in thousands) 2024 2023 2022 Cash flows from operating activities: Net income attributable to parent $ 168,357 $ 163,615 $ 156,386 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation, amortization and accretion, net 102 102 1,020 Equity in undistributed net income of subsidiaries ( 172,017 ) ( 166,738 ) ( 159,652 ) Net change in accrued interest receivable 46 ( 30 ) ( 15 ) Net change in other assets ( 997 ) ( 354 ) ( 636 ) Net change in accrued expenses and other liabilities 1,315 ( 1,793 ) 3,163 Cash dividend received 87,000 110,000 229,200 Stock compensation 10,287 11,070 10,004 Net cash provided by operating activities 94,093 115,872 239,470 Cash flows from investing activities: Alternative investments ( 1,676 ) ( 1,217 ) ( 3,380 ) Net cash (used in) investing activities ( 1,676 ) ( 1,217 ) ( 3,380 ) Cash flows from financing activities: Redemption of long-term borrowings — — ( 75,000 ) Payment of debt issuance costs — ( 511 ) — Proceeds from long-term borrowings — — 20,000 Dividends paid on common stock ( 5,067 ) ( 5,426 ) ( 5,921 ) Issuance of common stock due to restricted stock 2 1 1 Issuance of common stock due to ESOP — — 2,886 Repurchases of common stock ( 86,853 ) ( 120,437 ) ( 168,235 ) Net cash (used in) financing activities ( 91,918 ) ( 126,373 ) ( 226,269 ) Net change in cash and cash equivalents 499 ( 11,718 ) 9,821 Cash and cash equivalents at beginning of fiscal year 1,399 13,117 3,296 Cash and cash equivalents at end of fiscal year $ 1,898 $ 1,399 $ 13,117 The extent to which the Company may pay cash dividends to stockholders will depend on the cash currently available at the Company, as well as the ability of the Bank to pay dividends to the Company. 126 Table of Contents NOTE 18. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Quarter Ended (Dollars in thousands, except per share data) December 31 March 31 June 30 September 30 Fiscal Year 2024 Interest and dividend income $ 115,898 $ 126,761 $ 113,942 $ 119,750 Interest expense 5,862 8,460 3,083 3,828 Net interest income 110,036 118,301 110,859 115,922 Provision for credit loss 9,890 26,052 5,881 838 Noninterest income 52,761 128,945 65,871 52,010 Net income attributable to parent 27,657 65,268 41,835 33,597 Earnings per common share Basic $ 1.06 $ 2.56 $ 1.66 $ 1.35 Diluted 1.06 2.56 1.66 1.35 Dividend declared per share 0.05 0.05 0.05 0.05 Fiscal Year 2023 Interest and dividend income $ 85,060 $ 104,687 $ 99,346 $ 109,642 Interest expense 1,003 3,282 1,881 4,708 Net interest income 84,057 101,405 97,465 104,934 Provision for credit loss 9,776 36,763 1,773 9,042 Noninterest income 65,777 127,038 67,733 56,051 Net income attributable to parent 27,842 54,771 45,096 35,906 Earnings per common share Basic $ 0.98 $ 1.99 $ 1.69 $ 1.37 Diluted 0.98 1.99 1.68 1.36 Dividend declared per share 0.05 0.05 0.05 0.05 Fiscal Year 2022 Interest and dividend income $ 72,891 $ 85,177 $ 73,906 $ 80,222 Interest expense 1,278 1,377 1,755 462 Net interest income 71,613 83,800 72,151 79,760 Provision for (reversal of) credit loss 186 32,302 ( 1,302 ) ( 2,648 ) Noninterest income 86,591 109,766 53,994 43,456 Net income attributable to parent 61,324 49,251 22,391 23,420 Earnings per common share Basic $ 2.00 $ 1.66 $ 0.76 $ 0.81 Diluted 2.00 1.66 0.76 0.81 Dividend declared per share 0.05 0.05 0.05 0.05 NOTE 19. FAIR VALUES OF FINANCIAL INSTRUMENTS ASC 820, Fair Value Measurements defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system and requires disclosures about fair value measurement. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. 127 Table of Contents The fair value hierarchy is as follows: Level 1 Inputs - Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability to access at measurement date. Level 2 Inputs - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which significant assumptions are observable in the market. Level 3 Inputs - Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. There were no transfers between levels of the fair value hierarchy for the fiscal years ended September 30, 2024 or 2023. Debt Securities Available for Sale and Held to Maturity . Debt securities available for sale are recorded at fair value on a recurring basis and debt securities held to maturity are carried at amortized cost. The fair values of debt securities AFS, categorized primarily as Level 2, are recorded using prices obtained from independent asset pricing services that are based on observable transactions, but not quoted markets. Management reviews the prices obtained from independent asset pricing services for unusual fluctuations and compares to current market trading activity. Equity Securities. Marketable equity securities and certain non-marketable equity securities are recorded at fair value on a recurring basis. The fair values of marketable equity securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs). The following tables summarize the fair values of debt securities available for sale and equity securities as they are measured at fair value on a recurring basis. At September 30, 2024 (Dollars in thousands) Total Level 1 Level 2 Level 3 Debt securities AFS Corporate securities $ 19,750 $ — $ 19,750 — SBA securities 81,935 — 81,935 — Obligations of states and political subdivisions 480 — 480 — Non-bank qualified obligations of states and political subdivisions 217,990 — 217,990 — Asset-backed securities 189,698 — 189,698 — Mortgage-backed securities 1,231,368 — 1,231,368 — Total debt securities AFS $ 1,741,221 $ — $ 1,741,221 $ — Common equities and mutual funds (1) $ 3,303 $ 3,303 $ — $ — Non-marketable equity securities (2) $ 11,828 $ — $ — $ — (1) Equity securities at fair value are included within other assets on the Consolidated Statements of Financial Condition at September 30, 2024. (2) Consists of certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy. 128 Table of Contents At September 30, 2023 (Dollars in thousands) Total Level 1 Level 2 Level 3 Debt securities AFS Corporate securities $ 18,250 $ — $ 18,250 $ — SBA securities 85,242 — 85,242 — Obligations of states and political subdivisions 2,289 — 2,289 — Non-bank qualified obligations of states and political subdivisions 226,723 — 226,723 — Asset-backed securities 246,199 — 246,199 — Mortgage-backed securities 1,225,525 — 1,225,525 — Total debt securities AFS $ 1,804,228 $ — $ 1,804,228 $ — Common equities and mutual funds (1) $ 3,378 $ 3,378 $ — $ — Non-marketable equity securities (2) $ 8,389 $ — $ — $ — (1) Equity securities at fair value are included within other assets on the consolidated statement of financial condition at September 30, 2023. (2) Consists of certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy. Loans and Leases. The Company does not record loans and leases at fair value on a recurring basis. However, if a loan or lease is individually evaluated for risk of credit loss and repayment is expected to be solely provided by the values of the underlying collateral, the Company measures fair value on a nonrecurring basis. Fair value is determined by the fair value of the underlying collateral less estimated costs to sell. The fair value of the collateral is determined based on the internal estimates and/or assessment provided by third-party appraisers and the valuation relies on discount rates ranging from 3 % to 37 %. The following tables summarize the assets of the Company that are measured at fair value in the Consolidated Statements of Financial Condition on a nonrecurring basis: At September 30, 2024 (Dollars in thousands) Total Level 1 Level 2 Level 3 Loans and leases, net individually evaluated for credit loss Commercial finance $ 7,652 $ — $ — $ 7,652 Total loans and leases, net individually evaluated for credit loss 7,652 — — 7,652 Total $ 7,652 $ — $ — $ 7,652 At September 30, 2023 (Dollars in thousands) Total Level 1 Level 2 Level 3 Loans and leases, net individually evaluated for credit loss Commercial finance $ 21,829 $ — $ — $ 21,829 Total loans and leases, net individually evaluated for credit loss 21,829 — — 21,829 Foreclosed assets, net — — — — Total $ 21,829 $ — $ — $ 21,829 Quantitative Information About Level 3 Fair Value Measurements (Dollars in thousands) Fair Value at September 30, 2024 Fair Value at September 30, 2023 Valuation Technique Unobservable Input Range of Inputs Loans and leases, net individually evaluated for credit loss $ 7,652 21,829 Market approach Appraised values (1) 3 % - 37 % (1) The Company generally relies on external appraisers to develop this information. Management reduced the appraised value by estimated selling costs and other inputs in a range of 3 % to 37 %. 129 Table of Contents Management discloses the estimated fair value of financial instruments, including assets and liabilities on and off the Consolidated Statements of Financial Condition, for which it is practicable to estimate fair value. These fair values estimates were made at September 30, 2024 and 2023 based on relevant market information and information about financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or a liability could be settled. However, since there is no active market for certain financial instruments of the Company, the estimates of fair value are subjective in nature, involve uncertainties, and include matters of significant judgment. Changes in assumptions as well as tax considerations could significantly affect the estimated values. Accordingly, the aggregate fair value estimates are not intended to represent the underlying value of the Company, on either a going concern or a liquidation basis. The following tables present the carrying amount and estimated fair value of the financial instruments held by the Company: At September 30, 2024 (Dollars in thousands) Carrying Amount Estimated Fair Value Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 158,337 $ 158,337 $ 158,337 $ — $ — Debt securities available for sale 1,741,221 1,741,221 — 1,741,221 — Debt securities held to maturity 33,092 30,236 — 30,236 — Common equities and mutual funds (1) 3,303 3,303 3,303 — — Non-marketable equity securities (1)(2) 21,350 21,350 — 9,522 — Loans held for sale 688,870 688,870 — 688,870 — Loans and leases 4,071,071 4,036,490 — — 4,036,490 Federal Reserve Bank and Federal Home Loan Bank stocks 36,014 36,014 — 36,014 — Accrued interest receivable 31,385 31,385 31,385 — — Financial liabilities Deposits 5,875,085 5,874,994 5,845,879 29,115 — Overnight federal funds purchased 377,000 377,000 377,000 — — Other short- and long-term borrowings 33,354 31,787 — 31,787 — Accrued interest payable 571 571 571 — — (1) Equity securities at fair value are included within other assets on the consolidated statement of financial condition at September 30, 2024. (2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy. 130 Table of Contents At September 30, 2023 (Dollars in thousands) Carrying Amount Estimated Fair Value Level 1 Level 2 Level 3 Financial assets Cash and cash equivalents $ 375,580 $ 375,580 $ 375,580 $ — $ — Debt securities available for sale 1,804,228 1,804,228 — 1,804,228 — Debt securities held to maturity 36,591 31,425 — 31,425 — Common equities and mutual funds (1) 3,378 3,378 3,378 — — Non-marketable equity securities (1)(2) 20,453 20,453 — 12,064 — Loans held for sale 77,779 77,779 — 77,779 — Loans and leases 4,359,681 4,223,010 — — 4,223,010 Federal Reserve Bank and Federal Home Loan Bank stocks 28,210 28,210 — 28,210 — Accrued interest receivable 23,282 23,282 23,282 — — Financial liabilities Deposits 6,589,182 6,589,065 6,583,648 5,417 — Overnight federal funds purchased 13,000 13,000 13,000 — — Other short- and long-term borrowings 33,873 31,187 — 31,187 — Accrued interest payable 247 247 247 — — (1) Equity securities at fair value are included within other assets on the consolidated statement of financial condition at September 30, 2023. (2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy. The following sets forth the methods and assumptions used in determining the fair value estimates for the Company’s financial instruments at September 30, 2024 and 2023. CASH AND CASH EQUIVALENTS The carrying amount of cash and short-term investments is assumed to approximate the fair value. DEBT SECURITIES AVAILABLE FOR SALE AND EQUITY SECURITIES Fair values for debt securities available for sale are based on quoted prices of similar securities on nationally recognized securities exchanges, or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities. Fair values for marketable equity securities are based on unadjusted quoted prices from active markets in which the security is traded. Non-marketable equity securities are measured at fair value using NAV per share (or its equivalent) as a practical expedient. LOANS HELD FOR SALE Loans held for sale are carried at the lower of amortized cost or fair value, where fair value reflects the amount a willing market participant would pay for the loan. The Company classifies SBA/USDA loans held for sale as Level 2 in the fair value hierarchy as there is an active secondary market in which these loans are exchanged. Consumer loans held for sale are classified as Level 3 in the fair value hierarchy as the price at which these loans are sold are dictated by terms of the Program Agreements with consumer lending partners . LOANS AND LEASES The fair values of loans and leases were estimated using an exit price methodology. The exit price estimation of fair value is based on the present value of expected cash flows, which are based on the contractual terms of the loans, adjusted for prepayments and a discount rate based on the relative risk of the cash flows. Other considerations include the loan type, remaining life of the loan and credit risk. FEDERAL RESERVE BANK AND FEDERAL HOME LOAN BANK STOCKS The fair value of FRB and FHLB stock is assumed to approximate book value since the Company is only able to redeem this stock at par value. ACCRUED INTEREST RECEIVABLE The carrying amount of accrued interest receivable is assumed to approximate the fair value. 131 Table of Contents DEPOSITS With the exception of time certificate deposits and wholesale deposits, the carrying values of deposits are assumed to approximate fair value since deposits are immediately withdrawable without penalty. The fair value of time certificate deposits and wholesale certificate of deposits are estimated using a discounted cash flows calculation that applies the FHLB Des Moines curve to aggregated expected maturities of time deposits. FEDERAL HOME LOAN BANK ADVANCES The fair value of such advances was estimated by discounting the expected future cash flows using current interest rates for advances with similar terms and remaining maturities. SUBORDINATED DEBENTURES AND OTHER BORROWINGS The fair value of these instruments was estimated by discounting the expected future cash flows using derived interest rates approximating market over the contractual maturity of such borrowings. ACCRUED INTEREST PAYABLE The carrying amount of accrued interest payable is assumed to approximate the fair value. LIMITATIONS Fair value estimates are made at a specific point in time and are based on relevant market information about the financial instrument. Additionally, fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business, customer relationships and the value of assets and liabilities that are not considered financial instruments. These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time. Furthermore, since no market exists for certain of the Company’s financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with a high level of precision. Changes in assumptions as well as tax considerations could significantly affect the estimates. Accordingly, based on the limitations described above, the aggregate fair value estimates are not intended to represent the underlying value of the Company, on either a going concern or a liquidation basis. NOTE 20. SUBSEQUENT EVENTS Management has evaluated subsequent events that occurred after September 30, 2024. During this period, up to the filing date of this Annual Report on Form 10-K, management identified the following subsequent events: • On October 31, 2024, Pathward, N.A. completed the sale (the "Transaction") of substantially all of the assets and liabilities related to the Bank's commercial insurance premium finance business (the "Business") pursuant to an Asset Purchase and Sale Agreement (the "Purchase Agreement") dated August 28, 2024 with Honor Capital Corporation, a Florida corporation (the "Purchaser"), the successor by assignment to AFS IBEX Financial Services, LLC, and Honor Capital Holdings, LLC as guarantor. The cash purchase price paid by the Purchaser at the closing was $ 603.3 million, based on the net asset value of the assets purchased and liabilities assumed pursuant to the Purchase Agreement plus a $ 31.2 million premium, subject to customary post-closing adjustment based on the final determination of the net asset value of the assets purchased and liabilities assumed pursuant to the terms of the Purchase Agreement. The Bank recorded a gain on the Transaction of $ 16.4 million. As part of the Transaction, $ 588.4 million of commercial insurance premium finance loans were sold. • On November 1, 2024, the Bank sold $ 161.6 million of debt securities AFS with a loss on sale of securities of $ 15.8 million. This loss largely offsets the gain from the Transaction discussed above. 132 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.