What changed in this filing

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Item 1. Financial Statements

2026-02-05 compared with 2025-09-16 · 213 added, 343 removed, 933 unchanged (37% of the section changed)

3 unchanged sentences

Condensed Consolidated Statements of Financial Condition

(Dollars in thousands, except per share data) June 30, 2025 September 30, 2024

(Dollars in thousands, except per share data) December 31, 2025 September 30, 2025

ASSETS (Unaudited) (Audited)

20 unchanged sentences

STOCKHOLDERS’ EQUITY

Preferred stock, 3,000,000 shares authorized, no shares issued, none outstanding at June 30, 2025 and September 30, 2024, respectively

Preferred stock, 3,000,000 shares authorized, no shares issued, none outstanding at December 31, 2025 and September 30, 2025, respectively

Common stock, $ 0.01 par value;

90,000,000 shares authorized, 23,023,823 and 24,851,122 shares issued, 22,953,608 and 24,847,353 shares outstanding at June 30, 2025 and September 30, 2024, respectively

90,000,000 shares authorized, 22,220,603 and 22,842,785 shares issued, 22,169,535 and 22,772,570 shares outstanding at December 31, 2025 and September 30, 2025, respectively

Common stock, Nonvoting, $ 0.01 par value;

3,000,000 shares authorized, no shares issued, none outstanding at June 30, 2025 and September 30, 2024, respectively

3,000,000 shares authorized, no shares issued, none outstanding at December 31, 2025 and September 30, 2025, respectively

Additional paid-in capital 651,199 648,330

1 unchanged sentence

Accumulated other comprehensive loss ( 134,996 ) ( 145,461 )

Treasury stock, at cost, 70,215 and 3,769 common shares at June 30, 2025 and September 30, 2024, respectively

Treasury stock, at cost, 51,068 and 70,215 common shares at December 31, 2025 and September 30, 2025, respectively

( 8,419 ) ( 4,882 )

7 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

(Dollars in thousands, except per share data) (As Restated) (As Restated)

Three Months Ended December 31,

(Dollars in thousands, except per share data) 2025 2024

Interest and dividend income:

6 unchanged sentences

FHLB advances and other borrowings 1,678 2,331

1,279 3,083 10,110 17,405

Net interest income 119,338 125,251

7 unchanged sentences

(Loss) on sale of securities — ( 15,671 )

Gain (loss) on divestitures — — 15,044 —

Gain on divestitures — 16,404

Secondary market revenue 4,157 4,378

7 unchanged sentences

Card processing 30,437 33,314

Occupancy and equipment expense 10,633 9,070 30,646 27,211

Building and software 12,580 9,706

Operating lease equipment depreciation 9,995 11,426

1 unchanged sentence

Intangible amortization 718 812

Impairment expense 1,077 999 2,590 3,012

Other expense 15,920 17,880

12 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

(Dollars in thousands) (As Restated) (As Restated)

Three Months Ended December 31,

(Dollars in thousands) 2025 2024

Net income before noncontrolling interest $ 35,465 $ 30,166

6 unchanged sentences

Total other comprehensive income (loss) 10,465 ( 37,523 )

Total comprehensive income 48,962 43,659 141,404 197,855

Total comprehensive income (loss) 45,930 ( 7,357 )

Total comprehensive income attributable to noncontrolling interest 299 199

Comprehensive income attributable to parent $ 48,749 $ 43,447 $ 140,754 $ 197,137

Comprehensive income (loss) attributable to parent $ 45,631 $ ( 7,556 )

See Notes to Condensed Consolidated Financial Statements.

13 unchanged sentences

Stockholders’

Balance, March 31, 2025 $ 235 $ 643,888 $ 341,775 $ ( 166,311 ) $ ( 4,882 ) $ 814,705 $ ( 658 ) $ 814,047

Balance, September 30, 2025 $ 228 $ 648,330 $ 359,830 $ ( 145,461 ) $ ( 4,882 ) $ 858,045 $ ( 591 ) $ 857,454

Cash dividends declared on common stock ($ 0.05 per share)

— — ( 1,109 ) — — ( 1,109 ) — ( 1,109 )

Issuance of common stock due to restricted stock 1 — — — — 1 — 1

Repurchases of common stock ( 7 ) 7 ( 47,358 ) — ( 3,537 ) ( 50,895 ) — ( 50,895 )

3 unchanged sentences

Net distribution to noncontrolling interest — — — — — — ( 531 ) ( 531 )

Balance, June 30, 2025

$ 230 $ 646,044 $ 337,321 $ ( 159,709 ) $ ( 4,882 ) $ 819,004 $ ( 856 ) $ 818,148

Balance, March 31, 2024 (As Restated) $ 254 $ 634,415 $ 297,578 $ ( 206,570 ) $ ( 6,181 ) $ 719,496 $ ( 420 ) $ 719,076

Cash dividends declared on common stock ($ 0.05 per share)

— — ( 1,257 ) — — ( 1,257 ) — ( 1,257 )

Repurchases of common stock ( 3 ) 3 ( 15,150 ) — — ( 15,150 ) — ( 15,150 )

Stock compensation — 1,866 — — — 1,866 — 1,866

Total other comprehensive loss — — — ( 1,422 ) — ( 1,422 ) — ( 1,422 )

Net income (Restated) — — 44,869 — — 44,869 212 45,081

Net distribution to noncontrolling interest — — — — — — ( 298 ) ( 298 )

Balance, June 30, 2024 (As Restated)

$ 251 $ 636,284 $ 326,040 $ ( 207,992 ) $ ( 6,181 ) $ 748,402 $ ( 506 ) $ 747,896

Nine Months Ended

(Dollars in thousands, except per share data) Common

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Income (Loss) Treasury

Stock Total Pathward Financial, Inc.

Stockholders’

Equity Noncontrolling interest Total

Stockholders’

Balance, September 30, 2024 (As Restated)

Balance, December 31, 2025

$ 222 $ 651,199 $ 346,529 $ ( 134,996 ) $ ( 8,419 ) $ 854,535 $ ( 823 ) $ 853,712

Balance, September 30, 2024 $ 248 $ 638,803 $ 337,058 $ ( 153,394 ) $ ( 249 ) $ 822,466 $ ( 277 ) $ 822,189

Cash dividends declared on common stock ($ 0.05 per share)

5 unchanged sentences

Net distribution to noncontrolling interest — — — — — — ( 678 ) ( 678 )

Balance, June 30, 2025

$ 230 $ 646,044 $ 337,321 $ ( 159,709 ) $ ( 4,882 ) $ 819,004 $ ( 856 ) $ 818,148

Balance, September 30, 2023 (As Restated)

$ 262 $ 628,500 $ 246,377 $ ( 255,443 ) $ ( 344 ) $ 619,352 $ ( 1,005 ) $ 618,347

Cash dividends declared on common stock ($ 0.15 per share)

— — ( 3,824 ) — — ( 3,824 ) — ( 3,824 )

Issuance of common stock due to restricted stock 3 — — — — 3 — 3

Repurchases of common stock ( 14 ) 14 ( 65,676 ) — ( 5,837 ) ( 71,513 ) — ( 71,513 )

Stock compensation — 7,770 — — — 7,770 — 7,770

Total other comprehensive income — — — 47,451 — 47,451 — 47,451

Joint venture membership interest divestiture — — ( 523 ) — — ( 523 ) — ( 523 )

Net income (Restated) — — 149,686 — — 149,686 718 150,404

Net distribution to noncontrolling interest — — — — — — ( 219 ) ( 219 )

Balance, June 30, 2024 (As Restated)

Balance, December 31, 2024

$ 241 $ 640,422 $ 313,446 $ ( 190,917 ) $ ( 4,882 ) $ 758,310 $ ( 756 ) $ 757,554

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended June 30,

Three Months Ended December 31,

(Dollars in thousands) 2025 2024

(As Restated)

Cash flows from operating activities:

11 unchanged sentences

Net realized (gain) on other ( 488 ) ( 987 )

Impairment on rental equipment 2,590 2,013

Net change in accrued interest receivable 2,346 ( 3,894 )

2 unchanged sentences

Stock compensation 2,862 1,612

Net cash provided by operating activities 146,955 345,689

Net cash provided by (used in) operating activities 108,304 ( 71,735 )

Cash flows from investing activities:

11 unchanged sentences

Net change in rental equipment 11 118

Proceeds from surrender of bank-owned life insurance 32,206 —

Proceeds from divestitures, net of transaction costs — 600,232

Proceeds from sale of other assets — 408

Proceeds from loans held for sale previously classified as portfolio loans 146,158 —

Net cash provided by (used in) investing activities ( 300,360 ) 292,759

2 unchanged sentences

Net change in short-term borrowings ( 9,000 ) ( 377,000 )

Principal payments on other liabilities — ( 621 )

Dividends paid on common stock ( 1,109 ) ( 1,202 )

2 unchanged sentences

Investment by (distributions to) noncontrolling interest ( 531 ) ( 678 )

Net cash (used in) financing activities ( 272,435 ) ( 246,840 )

Net cash provided by financing activities 401,913 220,052

Effect of exchange rate changes on cash 792 ( 2,017 )

5 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended June 30,

Three Months Ended December 31,

(Dollars in thousands) 2025 2024

9 unchanged sentences

Rental equipment to loan and leases 40,570 36,263

Recognition of operating lease ROU assets, net of measurements — 654

Joint venture membership interest divestiture — 523

See Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

BASIS OF PRESENTATION

The interim unaudited Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended September 30, 2024 included in Pathward Financial, Inc.’s ("Pathward Financial" or the “Company") Annual Report on Form 10-K, as amended by Amendment No.

1 thereto, filed with the Securities and Exchange Commission ("SEC") on August 29, 2025 (the "Form 10-K/A").

The interim unaudited Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended September 30, 2025 included in Pathward Financial, Inc.’s ("Pathward Financial" or the “Company") Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on November 25, 2025.

Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements have been omitted.

2 unchanged sentences

Such information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented.

The results of the three and nine months ended June 30, 2025 are not necessarily indicative of the results expected for the fiscal year ending September 30, 2025.

The results of the three months ended December 31, 2025 are not necessarily indicative of the results expected for the fiscal year ending September 30, 2026.

Certain prior fiscal year amounts have been reclassified to conform to the current year financial statement presentation.

These reclassifications did not impact previously reported net income, comprehensive income or the statement of financial condition.

Additionally, the Company began using "Secondary Market Revenue" on the Condensed Consolidated Statement of Operations for the interim period ending March 31, 2025 and June 30, 2025 versus the previous caption of "Gain (Loss) on Sale of Loans and Leases".

This line item exclusively comprises gains or losses realized from the sale of loans and leases, including any adjustments to record loans held for sale at the lower of amortized cost basis or fair value in accordance with ASC 860-20-50-5.

There were no reclassifications of fiscal year amounts or prior period amounts as a result of this change in financial statement caption description.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING STANDARDS UPDATES ("ASU")

Significant accounting policies in effect and disclosed within the Company’s most recent audited consolidated financial statements as of September 30, 2025 remain substantially unchanged.

The following ASU became effective for the Company on October 1, 2024, and did not have a material impact on the Company’s significant accounting policies or Condensed Consolidated Financial Statements:

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 and additional interim disclosure requirements.

The amendments will first be applied to the Company's annual financial statements for the year ending September 30, 2025 using a retrospective transition method.

This ASU impacts disclosure only, and therefore does not have an impact on our consolidated financial statements.

The following ASUs have been issued and are considered applicable to the Company but have not yet been adopted.

The following ASU became effective for the Company on October 1, 2025.

ASU 2023-09, Income Taxes (ASC 740):

1 unchanged sentence

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.

This ASU impacts annual income tax disclosures only.

The Company is currently evaluating the impact of such amendments to our Income Tax disclosures.

The amendments in this ASU will result in disclosure only impacts that the Company will first apply for its annual reporting period ending September 30, 2026.

The Company is currently evaluating the impact of such amendments to the relevant annual disclosures.

The following ASUs have been issued and are considered applicable to the Company, but have not yet been adopted.

ASU 2024-03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.

This ASU requires entities to disclose specified information about certain costs and expenses within relevant expense captions in both annual and interim financial reporting.

If costs and expenses do not fall within one of the disaggregated captions, qualitative description is required.

The amendments in this ASU will be effective for the Company beginning October 1, 2027.

This ASU impacts disclosure only, and therefore will not impact our consolidated financial statements.

The Company is currently evaluating the impact of this ASU on required annual and interim disclosures.

On October 31, 2024, the Company completed the sale of substantially all of the assets and liabilities related to the Bank's commercial insurance premium finance business, a component of the Company's Commercial segment, pursuant to the 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 purchase price at closing was based on the net asset value of the assets purchased and liabilities assumed pursuant to the Purchase Agreement plus a $ 31.2 million premium.

The Company has summarized the results of the transaction as follows:

(Dollars in thousands) December 31, 2024 Settlement

Adjustments June 30, 2025

Assets Purchased and Liabilities Assumed

Cash and cash equivalents $ 4,686 $ — $ 4,686

Loans 594,541 ( 1,360 ) 593,181

Premises, furniture, and equipment, net 484 — 484

Total assets purchased $ 599,711 $ ( 1,360 ) $ 598,351

Deposits $ 16,760 $ — $ 16,760

Accrued expenses and other liabilities 1,158 120 1,278

Total liabilities assumed $ 17,918 $ 120 $ 18,038

Net assets purchased $ 581,793 $ ( 1,480 ) $ 580,313

Consideration paid at close 603,290 8,223 611,513

Consideration due 9,703 ( 9,703 ) —

Purchase price 612,993 ( 1,480 ) 611,513

Premium on transaction 31,200 — 31,200

Other adjustments:

Goodwill derecognition ( 11,577 ) — ( 11,577 )

Intangible derecognition ( 631 ) — ( 631 )

Building lease derecognition 471 — 471

Deferred loan origination cost derecognition — ( 1,360 ) ( 1,360 )

Transaction costs ( 3,059 ) — ( 3,059 )

Total other adjustments ( 14,796 ) ( 1,360 ) ( 16,156 )

Gain on divestitures $ 16,404 $ ( 1,360 ) $ 15,044

After final settlement adjustments, the sale resulted in an overall gain of $ 15.0 million before tax that was recognized within noninterest income on the Company's Condensed Consolidated Statements of Operations.

The settlement adjustments during the three months ended March 31, 2025 resulted in a $ 1.4 million decrease of the previously recognized gain as of December 31, 2024 as a result of certain deferred loan origination costs that were excluded from the final settlement.

Goodwill and Intangible Assets and Note 9.

Operating Lease Right-of-Use Assets and Liabilities to the Condensed Consolidated Financial Statements for further information on the amounts included in the divestiture.

This ASU requires public entities to provide enhanced disaggregation of certain expense categories presented in the income statement to improve transparency and consistency in financial reporting.

The new guidance aims to provide investors with more detailed information regarding the nature of a company’s expenses.

The amendments will be effective for the Company beginning with the fiscal year ending September 30, 2027, and interim periods within that fiscal year.

The amendments are to be applied retrospectively to all prior periods presented.

The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures.

ASU 2025-05 , Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This ASU clarifies the measurement of expected credit losses for accounts receivable and contract assets arising from revenue transactions, aligning the application of Topic 326 with the revenue recognition guidance in Topic 606.

The amendments are intended to reduce diversity in practice and improve the consistency of credit loss estimates across similar financial assets.

The amendments will be effective for the Company beginning on October 1, 2026, and will apply to interim periods within the fiscal year ending September 30, 2027.

The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures.

ASU 2025-06 , Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) .

This ASU modernizes the accounting for internally used software by streamlining when costs may be capitalized and by enhancing disclosure and presentation requirements.

The amendments will be effective for the Company beginning on October 1, 2028, and will apply to interim periods within the fiscal year ending September 30, 2029.

The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures.

ASU 2025-07 , Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) .

This ASU refines the scope of derivative accounting and clarifies the treatment of certain share-based noncash consideration received from customers.

The amendments are intended to enhance clarity and consistency in applying derivative and revenue recognition guidance.

The amendments will be effective for the Company beginning on October 1, 2027 and will apply to interim periods within the fiscal year ending September 30, 2028.

The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures.

ASU 2025-08 , Financial Instruments—Credit Losses (Topic 326):

Purchased Loans This ASU changes the accounting for certain acquired loans by requiring entities to apply a “gross-up” approach at acquisition for purchased seasoned loans, recognizing an allowance for expected credit losses as part of the acquisition accounting rather than through a post-acquisition provision.

The amendments are to be applied prospectively to loans acquired on or after the initial application date.

The ASU will be effective for the Company on October 1, 2027.

Early adoption is permitted but not expected to be exercised by the Company at this time.

ASU 2025-11 , Interim Reporting (Topic 270) Narrow-Scope Improvements.

This ASU clarifies when Topic 270 applies and enhances usability by (among other changes) specifying the form/content of interim financial statements, providing a comprehensive list of required interim disclosures, and introducing a disclosure principle for material events since the last annual period—without intending to significantly expand or reduce interim disclosure requirements.

The amendments will be effective for the Company beginning with the fiscal year ending September 30, 2029, and interim periods within that fiscal year.

The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures.

ASU 2025-12 , Codification Improvements.

This ASU is part of the Financial Accounting Standards Board's standing "evergreen" project and makes a broad set of technical corrections, clarifications, and other minor improvements across many Topics to make the Codification easier to understand and apply.

The amendments will be effective for the Company beginning with the fiscal year ending September 30, 2028, and interim periods within that fiscal year.

The Company is currently evaluating the impact of such amendments to the consolidated financial statements and related disclosures.

The amortized cost, gross unrealized gains and losses and estimated fair values of debt securities available for sale ("AFS") and held to maturity ("HTM") are presented below.

1 unchanged sentence

Debt Securities AFS

June 30, 2025

December 31, 2025

Corporate securities $ 25,000 $ — $ ( 2,500 ) $ 22,500

14 unchanged sentences

Debt Securities HTM

June 30, 2025

December 31, 2025

Non-bank qualified obligations of states and political subdivisions $ 26,833 $ — $ ( 3,358 ) $ 23,475

12 unchanged sentences

Debt Securities AFS

June 30, 2025

December 31, 2025

Corporate securities $ — $ — $ 22,500 $ ( 2,500 ) $ 22,500 $ ( 2,500 )

SBA securities — — 10,414 ( 1,011 ) 10,414 ( 1,011 )

Obligations of state and political subdivisions 161 ( 1 ) — — 161 ( 1 )

Non-bank qualified obligations of states and political subdivisions — — 181,292 ( 24,277 ) 181,292 ( 24,277 )

5 unchanged sentences

SBA securities — — 10,769 ( 1,022 ) 10,769 ( 1,022 )

Obligations of state and political subdivisions — — 280 ( 21 ) 280 ( 21 )

Non-bank qualified obligations of states and political subdivisions — — 185,089 ( 26,057 ) 185,089 ( 26,057 )

3 unchanged sentences

Debt Securities HTM

June 30, 2025

December 31, 2025

Non-bank qualified obligations of states and political subdivisions $ — $ — $ 23,475 $ ( 3,358 ) $ 23,475 $ ( 3,358 )

5 unchanged sentences

Total debt securities HTM $ — $ — $ 25,653 $ ( 3,655 ) $ 25,653 $ ( 3,655 )

The decrease in the fair value of investment securities balances when comparing June 30, 2025 to September 30, 2024 was primarily driven by the sale of $ 217.9 million debt securities AFS and principal pay downs during the nine months.

The sale of debt securities AFS in the first quarter of fiscal 2025 stemmed from the decision to offset the gain on the sale of the commercial insurance premium finance business.

The sale of debt securities AFS in the second quarter of fiscal 2025 stemmed from the decision to offset the gain on the sale of the transportation portfolio within working capital.

Individual securities were identified for sale upon close of the transactions in order to reposition the debt securities AFS portfolio.

At June 30, 2025, there were 153 debt securities AFS in an unrealized loss position.

The decrease in the fair value of investment securities balances when comparing December 31, 2025 to September 30, 2025 was primarily driven by principal pay downs during the three months.

At December 31, 2025, there were 144 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 June 30, 2025, there was no allowance for credit losses ("ACL") for debt securities AFS.

At December 31, 2025, there was no allowance for credit losses ("ACL") for debt securities AFS.

The amortized cost and fair value of debt securities by contractual maturity are shown below.

4 unchanged sentences

However, certain prepayment penalties may apply.

(Dollars in thousands) June 30, 2025 September 30, 2024

(Dollars in thousands) December 31, 2025 September 30, 2025

Debt Securities AFS Amortized Cost Fair

15 unchanged sentences

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 June 30, 2025 and September 30, 2024.

FRB of Minneapolis stock held by the Bank totaled $ 19.7 million at December 31, 2025 and September 30, 2025.

These equity securities are 'restricted' in that they can only be owned by member banks.

5 unchanged sentences

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 $ 9.8 million and $ 16.3 million at June 30, 2025 and at September 30, 2024, respectively.

The carrying value of the stock held at the FHLB was $ 4.6 million and $ 5.0 million at December 31, 2025 and at September 30, 2025, 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.

1 unchanged sentence

Equity Securities.

The Company held $ 3.7 million and $ 3.3 million in marketable equity securities within other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2025 and September 30, 2024, respectively.

The Company recognized $ 0.1 million and $ 0.2 million in unrealized losses on marketable equity securities during the nine months ended June 30, 2025 and 2024, respectively.

No such securities were sold during the nine months ended June 30, 2025.

Non-marketable equity securities with a readily determinable fair value totaled $ 12.7 million and $ 11.8 million at June 30, 2025 and September 30, 2024, respectively.

The Company held $ 4.7 million and $ 3.8 million in marketable equity securities within other assets on the Condensed Consolidated Statements of Financial Condition at December 31, 2025 and September 30, 2025, respectively.

The Company recognized zero and $ 0.1 million in unrealized losses on marketable equity securities during the three months ended December 31, 2025 and 2024, respectively.

No such securities were sold during the three months ended December 31, 2025.

Non-marketable equity securities that are measured at fair value using net asset value ("NAV") as a practical expedient totaled $ 13.8 million and $ 13.2 million at December 31, 2025 and September 30, 2025, respectively.

These securities are held within other assets on the Condensed Consolidated Statements of Financial Condition.

The Company recognized $ 1.1 million and $ 0.6 million in unrealized gains during the nine months ended June 30, 2025 and 2024, respectively.

No such securities were sold during the nine months ended June 30, 2025.

Non-marketable equity securities without readily determinable fair value totaled $ 14.7 million and $ 13.6 million at June 30, 2025 and September 30, 2024, respectively, reflecting Company ownership interests in other entities through its 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 nine months ended June 30, 2025, the Company recognized a $ 0.4 million gain on Visa shares which were carried at a cost basis of $0.

The Company recognized zero and $ 0.3 million in unrealized gains during the three months ended December 31, 2025 and 2024, respectively.

No such securities were sold during the three months ended December 31, 2025.

Non-marketable equity securities without readily determinable fair value totaled $ 12.6 million and $ 12.0 million at December 31, 2025 and September 30, 2025, 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.

The Company recognized a $ 0.4 million gain on Visa shares which were carried at a cost basis of $0 during the three months ended December 31, 2024.

This gain was recognized within the gain on sale of other on the Condensed Consolidated Statements of Operations.

There were no additional such securities sold during the nine months ended June 30, 2025.

There were no additional such securities sold during the three months ended December 31, 2025.

Equity Securities Impairment.

1 unchanged sentence

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 no impairment for such investments for the nine months ended June 30, 2025 and 2024.

The Company recognized no impairment for such investments for the three months ended December 31, 2025 and 2024.

LOANS AND LEASES, NET

Loans and leases consist of the following:

(Dollars in thousands) June 30, 2025 September 30, 2024

(Dollars in thousands) December 31, 2025 September 30, 2025

Term lending $ 2,506,777 $ 2,302,540

13 unchanged sentences

Total loans and leases, net $ 4,924,015 $ 4,611,589

During the nine months ended June 30, 2025 and 2024, the Company originated $ 1.93 billion and $ 1.43 billion of commercial finance and consumer finance as held for sale, respectively.

The Company sold held for sale loans resulting in proceeds of $ 2.16 billion and a $ 26.9 million gain on sale during the nine months ended June 30, 2025.

The Company sold held for sale loans resulting in proceeds of $ 1.47 billion and a $ 3.1 million gain on sale during the nine months ended June 30, 2024 .

During the three months ended December 31, 2025 and 2024, the Company originated $ 1.04 billion and $ 853.1 million of commercial finance and consumer finance as held for sale, respectively.

The Company sold held for sale loans resulting in proceeds of $ 1.18 billion and a $ 4.2 million gain on sale during the three months ended December 31, 2025.

The Company sold held for sale loans resulting in proceeds of $ 618.4 million and a $ 4.4 million gain on sale during the three months ended December 31, 2024 .

Gains and losses from the sale of loans and leases are included in secondary market revenue on the Condensed Consolidated Statements of Operations.

Divestitures to the Condensed Consolidated Financial Statements for further information on the sale of the Company's commercial insurance premium finance business.

Loans purchased and sold by portfolio segment, including participation interests, were as follows:

Three Months Ended June 30, Nine Months Ended June 30,

Three Months Ended December 31,

(Dollars in thousands) 2025 2024

10 unchanged sentences

The net investment in direct financing and sales-type leases was comprised of the following:

(Dollars in thousands) June 30, 2025 September 30, 2024

(Dollars in thousands) December 31, 2025 September 30, 2025

Minimum lease payments receivable $ 142,428 $ 157,271

4 unchanged sentences

The components of total lease income were as follows:

Three Months Ended June 30, Nine Months Ended June 30,

Three Months Ended December 31,

(Dollars in thousands) 2025 2024

3 unchanged sentences

Lease income from operating lease payments 11,284 13,448

747 1,051 3,193 2,644

Total leasing and equipment finance noninterest income 12,867 14,755

1 unchanged sentence

(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 June 30, 2025 were as follows:

Undiscounted future minimum lease payments receivable for direct financing and sales-type leases, and a reconciliation to the carrying amount recorded at December 31, 2025 were as follows:

(Dollars in thousands)

Remaining in 2025 $ 15,714

2026 $ 36,860

Thereafter 1,654

2 unchanged sentences

Total carrying amount of minimum lease payments for direct financing and sales-type leases $ 142,428

The Company did not record any contingent rental income from direct financing and sales-type leases in the nine months ended June 30, 2025.

A number of factors that began to affect the economic environment in 2023 have continued into 2025, including economic uncertainty, inflation, increased interest rates, with the Federal Reserve beginning to lower the target federal funds rate at the end of 2024, and geopolitical conflict.

The Company did not record any contingent rental income from direct financing and sales-type leases in the three months ended December 31, 2025.

A number of factors that have affected the economic environment over the past few years have continued into 2025, including economic uncertainty, inflation, geopolitical conflict and tensions, and increased interest rates, with the Federal Reserve beginning to lower the target federal funds rate at the end of 2024.

Since early 2025, global markets and the U.S.

economy have also experienced disruption and volatility resulting from tariffs and other policies of the U.S.

administration, which may continue during the remainder of 2025.

administration.

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.

1 unchanged sentence

(Dollars in thousands) Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance

Three Months Ended June 30, 2025

Allowance for credit losses:

Term lending $ 26,219 $ 3,514 $ ( 1,333 ) $ 976 $ 29,376

Asset-based lending 2,030 5,844 ( 539 ) — 7,335

Factoring 4,934 516 ( 464 ) 391 5,377

Lease financing 1,243 219 ( 344 ) 12 1,130

SBA/USDA 4,021 1,427 ( 421 ) 1 5,028

Other commercial finance 384 ( 195 ) — — 189

Commercial finance 38,831 11,325 ( 3,101 ) 1,380 48,435

Consumer finance 29,635 2,613 ( 6,381 ) 600 26,467

Tax services 33,781 ( 4,728 ) ( 554 ) 1,930 30,429

Warehouse finance 643 21 — — 664

Total loans and leases 102,890 9,231 ( 10,036 ) 3,910 105,995

Unfunded commitments (1)

851 47 — — 898

Total $ 103,741 $ 9,278 $ ( 10,036 ) $ 3,910 $ 106,893

(As Restated)

Three Months Ended June 30, 2024 Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance

Allowance for credit losses:

Term lending $ 28,627 $ 5,962 $ ( 4,628 ) $ 698 $ 30,659

Asset-based lending 1,215 10 — 9 1,234

Factoring 6,814 1,369 ( 2,389 ) 18 5,812

Lease financing 1,551 ( 86 ) — 29 1,494

Insurance premium finance 1,409 480 ( 263 ) 26 1,652

SBA/USDA 2,942 358 ( 456 ) — 2,844

Other commercial finance 1,720 ( 321 ) — — 1,399

Commercial finance 44,278 7,772 ( 7,736 ) 780 45,094

Consumer finance 35,081 7,145 ( 10,009 ) 351 32,568

Tax services 31,528 ( 3,285 ) ( 820 ) 1,230 28,653

Warehouse finance 395 55 — — 450

Total loans and leases 111,282 11,687 ( 18,565 ) 2,361 106,765

Unfunded commitments (1)

743 240 — — 983

Total $ 112,025 $ 11,927 $ ( 18,565 ) $ 2,361 $ 107,748

(1) Reserve for unfunded commitments is recognized within other liabilities on the Condensed Consolidated Statements of Financial Condition.

(Dollars in thousands) Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance

Nine Months Ended June 30, 2025

Three Months Ended December 31, 2025

Allowance for credit losses:

3 unchanged sentences

Lease financing 1,040 ( 38 ) ( 22 ) 57 1,037

Insurance premium finance — 91 ( 93 ) 2 —

SBA/USDA 4,807 373 ( 476 ) 5 4,709

8 unchanged sentences

Total $ 54,243 $ 3,230 $ ( 3,407 ) $ 5,620 $ 59,686

(As Restated)

Nine Months Ended June 30, 2024 Beginning Balance Provision (Reversal) Charge-offs Recoveries Ending Balance

Three Months Ended December 31, 2024

Allowance for credit losses:

16 unchanged sentences

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) June 30, 2025 September 30, 2024

(Dollars in thousands) December 31, 2025 September 30, 2025

Term lending $ 38,713 $ 33,042

9 unchanged sentences

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 $ 111.0 million and $ 105.1 million at June 30, 2025 and at September 30, 2024, 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:

The balance of these pass rated cash collateral loans totaled $ 102.9 million and $ 107.7 million at December 31, 2025 and at September 30, 2025, 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 Office of the Comptroller of the Currency (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.

21 unchanged sentences

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 $ 226.4 million and $ 37.4 million at June 30, 2025, respectively, and $ 248.8 million and $ 8.8 million at September 30, 2024 , respectively.

The outstanding balances of consumer finance loans and tax services loans were $ 132.0 million and $ 62.0 million at December 31, 2025, respectively, and $ 93.3 million and $ 2.5 million at September 30, 2025 , respectively.

The amortized cost basis of loans and leases by asset classification and year of origination was as follows:

1 unchanged sentence

(Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total

June 30, 2025 2025 2024 2023 2022 2021 Prior

December 31, 2025 2026 2025 2024 2023 2022 Prior

Pass $ 342,319 $ 879,125 $ 272,639 $ 257,255 $ 91,021 $ 85,413 $ — $ 1,927,772

15 unchanged sentences

Watch — — — — — — 43,197 43,197

Special mention — — — — — — 1,624 1,624

Substandard — — — — — — 1,302 1,302

Doubtful — — — — — — 1,343 1,343

Total — — — — — — 213,888 213,888

8 unchanged sentences

Current period charge-offs — — — — — 22 — 22

Insurance premium finance

Current period charge-offs — 62 31 — — — — 93

Pass 51,619 65,447 61,610 71,987 105,511 69,953 — 426,127

7 unchanged sentences

Pass 2,000 8,955 59,893 — — 68,944 — 139,792

Watch — — 2,436 — — — — 2,436

Substandard — — — — — 437 — 437

28 unchanged sentences

Substandard — — — — — — 24,730 24,730

Doubtful — — — — — — 2,164 2,164

Total — — — — — — 593,265 593,265

4 unchanged sentences

Substandard — — — — — — 1,537 1,537

Doubtful — — — — — — 12 12

Total — — — — — — 217,501 217,501

38 unchanged sentences

(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

June 30, 2025

December 31, 2025

Loans held for sale $ 148 $ 150 $ 235 $ 533 $ 87,436 $ 87,969 $ 235 $ — $ 235

28 unchanged sentences

(Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total Nonaccrual with No ACL

June 30, 2025 2025 2024 2023 2022 2021 Prior

December 31, 2025 2026 2025 2024 2023 2022 Prior

Term lending $ — $ — $ 6,248 $ 15,341 $ 10,610 $ 12,704 $ — $ 44,903 $ 18,567

3 unchanged sentences

SBA/USDA — 446 5,635 12,596 — 143 — 18,820 1,794

Other commercial finance — — — 437 — — — 437 —

Commercial finance — 446 11,883 28,524 10,610 16,871 28,447 96,781 27,049

4 unchanged sentences

Term lending $ — $ 1,383 $ 23,220 $ 3,469 $ 10,887 $ — $ — $ 38,959 $ 18,072

Asset-based lending — — — — — — 24,327 24,327 2,110

Factoring — — — — — — 1,291 1,291 —

6 unchanged sentences

(Dollars in thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total

June 30, 2025 2025 2024 2023 2022 2021 Prior

December 31, 2025 2026 2025 2024 2023 2022 Prior

Loans held for sale $ — $ 66 $ 41 $ 101 $ 27 $ — $ — $ 235

Term lending — 1,062 10,312 — — 4 — 11,378

Lease financing — 100 149 669 — — — 918

SBA/USDA — 69 — — — — — 69

17 unchanged sentences

The following table provides the average recorded investment in nonaccrual loans and leases:

Three Months Ended June 30, Nine Months Ended June 30,

Three Months Ended December 31,

(Dollars in thousands) 2025 2024

4 unchanged sentences

SBA/USDA 15,367 1,900

Other commercial finance 437 —

Commercial finance 91,238 27,529

Total loans and leases $ 91,238 $ 27,529

The recognized interest income on the Company's nonaccrual loans and leases for the three and nine months ended June 30, 2025 and 2024 was not significant.

Modifications made to borrowers experiencing financial difficulty during the three and nine months ended June 30, 2025 were none and $ 9.1 million, respectively, in the commercial finance loan portfolio.

The recognized interest income on the Company's nonaccrual loans and leases for the three months ended December 31, 2025 and 2024 was not significant.

Modifications made to borrowers experiencing financial difficulty during the three months ended December 31, 2025 were $ 2.6 million in the commercial finance loan portfolio.

The types of modifications granted were term extensions.

Modifications made to borrowers experiencing financial difficulty during the three and nine months ended June 30, 2024 were $ 6.1 million and $ 7.6 million in the commercial finance loan portfolio, respectively.

During the nine months ended June 30, 2025, the Company had $ 7.2 million of commercial finance loans where a modification was granted in the previous 12 months in which there was a payment default.

As of June 30, 2025, no modifications granted during the current nine month period were in the 60-89 days past due category.

During the nine months ended June 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.

Modifications made to borrowers experiencing financial difficulty during the three months ended December 31, 2024 were $ 3.3 million in the commercial finance loan portfolio.

During the three months ended December 31, 2025, the Company had $ 1.0 million of commercial finance loans where a modification was granted in the previous 12 months in which there was a payment default.

As of December 31, 2025, $ 1.0 million of modifications granted during the current three month period were in the 60-89 days past due category.

During the three months ended December 31, 2024, the Company had $ 1.4 million of commercial finance loans where a modification was granted in the previous 12 months in which there was a payment default.

As of December 31, 2024, no modifications granted during the three months ended December 31, 2024 were in the 60-89 days past due category.

EARNINGS PER COMMON SHARE ("EPS")

7 unchanged sentences

A reconciliation of net income and common stock share amounts used in the computation of basic and diluted earnings per share is presented below.

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

(Dollars in thousands, except per share data) (As Restated) (As Restated)

Three Months Ended December 31,

(Dollars in thousands, except per share data) 2025 2024

Basic income per common share:

16 unchanged sentences

(1) Represents the effect of the assumed vesting of PSUs and restricted stock, as applicable, utilizing the treasury stock method.

(2) Excluded from the computation of diluted earnings per share for the three months ended June 30, 2025 and 2024, respectively, were 83,151 and 260,415 weighted average share of nonvested restricted stock because their inclusion would be anti-dilutive.

Excluded from the computation of diluted earnings per share for the nine months ended June 30, 2025 and 2024, respectively, were 89,175 and 224,035 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive.

(2) Excluded from the computation of diluted earnings per share for the three months ended December 31, 2025 and 2024, respectively, were 31,682 and 100,406 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive.

RENTAL EQUIPMENT, NET

Rental equipment consists of the following:

(Dollars in thousands) June 30, 2025 September 30, 2024

(Dollars in thousands) December 31, 2025 September 30, 2025

Computers and IT networking equipment $ 9,495 $ 11,723

6 unchanged sentences

Net book value $ 154,533 $ 159,446

Future minimum lease payments expected to be received for operating leases at June 30, 2025 were as follows:

Future minimum lease payments expected to be received for operating leases at December 31, 2025 were as follows:

(Dollars in thousands)

3 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

The Company held a total of $ 297.9 million of goodwill at June 30, 2025.

The Company held a total of $ 297.9 million of goodwill at December 31, 2025.

The recorded goodwill is a result of multiple business combinations that occurred from 2015 to 2018.

During the nine months ended June 30, 2025, the Company closed on the sale of the commercial insurance premium finance business and derecognized the goodwill associated with that reporting unit.

The goodwill was included in the carrying amount of the disposed business.

Divestitures to the Condensed Consolidated Financial Statements for further information.

The changes in the carrying amount of the Company's goodwill were as follows:

(Dollars in thousands) Consumer Commercial Corporate Services/Other Total

September 30, 2024 $ 87,145 $ 222,360 $ — $ 309,505

Divestiture — ( 11,577 ) — ( 11,577 )

June 30, 2025 $ 87,145 $ 210,783 $ — $ 297,928

September 30, 2023 $ 87,145 $ 222,360 $ — $ 309,505

June 30, 2024 $ 87,145 $ 222,360 $ — $ 309,505

The changes in the carrying amount of the Company’s intangible assets during the nine months ended June 30, 2025 include certain intangibles disposed of as part of the commercial insurance premium finance business sale.

The relevant intangibles were included in the carrying amount of the disposed business.

Divestitures to the Condensed Consolidated Financial Statements for further information.

There have been no changes to the carrying amount of goodwill during the three months ended December 31, 2025.

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)

Customer Relationships (2)

All Others (3)

1 unchanged sentence

Amortization during the period ( 274 ) ( 312 ) ( 132 ) ( 718 )

Write-offs and disposals during the period — — ( 631 ) — ( 631 )

June 30, 2025 $ 5,616 $ — $ 4,473 $ 3,176 $ 13,265

December 31, 2025 $ 5,072 $ 3,799 $ 2,913 $ 11,784

Gross carrying amount $ 13,774 $ 70,338 $ 7,732 $ 91,844

1 unchanged sentence

Accumulated impairment — ( 10,918 ) ( 153 ) ( 11,071 )

June 30, 2025 $ 5,616 $ — $ 4,473 $ 3,176 $ 13,265

December 31, 2025 $ 5,072 $ 3,799 $ 2,913 $ 11,784

September 30, 2024 $ 6,422 $ 6,566 $ 3,601 $ 16,589

Amortization during the period ( 269 ) ( 411 ) ( 132 ) ( 812 )

June 30, 2024 $ 6,687 $ — $ 7,092 $ 3,734 $ 17,513

Write-offs and disposals during the period — ( 631 ) — ( 631 )

December 31, 2024 $ 6,153 $ 5,524 $ 3,469 $ 15,146

Gross carrying amount $ 13,774 $ 70,338 $ 7,732 $ 91,844

1 unchanged sentence

Accumulated impairment — ( 10,918 ) ( 153 ) ( 11,071 )

June 30, 2024 $ 6,687 $ — $ 7,092 $ 3,734 $ 17,513

December 31, 2024 $ 6,153 $ 5,524 $ 3,469 $ 15,146

(1) Book amortization period of 5 - 15 years.

5 unchanged sentences

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 remaining three months of fiscal 2025 and subsequent fiscal years at June 30, 2025 was as follows:

Estimated amortization expense of intangible assets in the remaining nine months of fiscal 2026 and subsequent fiscal years at December 31, 2025 was as follows:

(Dollars in thousands)

2 unchanged sentences

Total anticipated intangible amortization $ 11,784

There were no impairments to intangible assets during the nine months ended June 30, 2025 and 2024.

There were no impairments to intangible assets during the three months ended December 31, 2025 and 2024.

Intangible impairment expense is recorded within the impairment expense line of the Condensed Consolidated Statements of Operations.

OPERATING LEASE RIGHT-OF-USE ASSETS AND LIABILITIES

Operating lease right-of-use ("ROU") assets, included in other assets , were $ 23.2 million and $ 24.4 million at June 30, 2025 and September 30, 2024, respectively.

Operating lease liabilities, included in accrued expenses and other liabilities , were $ 24.5 million and $ 26.0 million at June 30, 2025 and September 30, 2024, respectively.

The decreases in lease ROU assets and liabilities relate to normal amortization and lease payments made during the nine months ended June 30, 2025, but also include adjustments for lease assignments that occurred as a result of the commercial insurance premium finance business sale during the first quarter.

Two office locations, Newport Beach, California and Addison, Texas, were included in the sale of the commercial insurance premium finance business and the relevant lease ROU assets and liabilities are no longer reflected in the Company's Condensed Consolidated Financial Statements after the transaction closed.

The derecognition of the relevant lease ROU assets and liabilities resulted in a $ 0.5 million gain on remeasurement that was recognized as part of the overall gain on divestitures from the commercial insurance premium finance business sale.

Divestitures to the Condensed Consolidated Financial Statements for further information.

Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities at June 30, 2025 were as follows:

Operating lease right-of-use ("ROU") assets, included in other assets , were $ 22.0 million and $ 22.7 million at December 31, 2025 and September 30, 2025, respectively.

Operating lease liabilities, included in accrued expenses and other liabilities , were $ 23.2 million and $ 24.0 million at December 31, 2025 and September 30, 2025, respectively.

The decreases in lease ROU assets and liabilities relate to normal amortization and lease payments made during the three months ended December 31, 2025.

Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities at December 31, 2025 were as follows:

(Dollars in thousands)

5 unchanged sentences

The weighted-average discount rate and remaining lease term for operating leases were as follows:

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Weighted-average discount rate 2.64 % 2.65 %

1 unchanged sentence

The components of total lease costs for operating leases were as follows:

Three Months Ended June 30, Nine Months Ended June 30,

Three Months Ended December 31,

(Dollars in thousands) 2025 2024

5 unchanged sentences

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 nine months ended June 30, 2025 and 2024, the Company repurchased 1,881,444 and 1,283,693 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's Board of Directors authorized a share repurchase program to repurchase up to 7,000,000 shares of the Company's outstanding common stock on or before September 30, 2028.

During the three months ended December 31, 2025 and 2024, the Company repurchased 651,804 and 701,860 shares, respectively, as part of the share repurchase program.

Under the repurchase program, 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 credited to paid-in capital up to the par value of those shares.

When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings.

As of June 30, 2025, 5,118,556 shares of common stock remained available for repurchase.

For the nine months ended June 30, 2025 and 2024, the Company also repurchased 66,446 and 122,452 shares, or $ 4.6 million and $ 5.8 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

As of December 31, 2025, 4,286,012 shares of common stock remained available for repurchase.

For the three months ended December 31, 2025 and 2024, the Company also repurchased 51,068 and 66,446 shares, or $ 3.5 million and $ 4.6 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

Retirement of Treasury Stock.

1 unchanged sentence

When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings.

The Company retired no shares of common stock held in treasury during the nine months ended June 30, 2025 and 2024.

The Company retired 70,215 and zero shares of common stock held in treasury during the three months ended December 31, 2025 and 2024.

STOCK COMPENSATION

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.

The Pathward Financial, Inc.

2023 Omnibus Incentive 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.

In addition, beginning in fiscal year 2025, awards were made to certain employees as time-vesting restricted stock units settleable in shares ("RSUs").

These shares and RSUs generally vest at various times ranging from immediately to three years based on circumstances at time of grant.

The grant date fair value is determined based on the fair market value of the Company’s stock on the grant date, determined in accordance with applicable accounting standards.

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 %.

The vesting of these awards is contingent on meeting company-wide performance goals, including earnings per share and total shareholder return.

The awards generally 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.

The fair value of the PSUs (other than PSUs subject to a market condition) 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 nine months ended June 30, 2025.

Finally, awards of shares or RSUs may be made at other times during the fiscal year for new hire, promotion, or retention awards.

The following tables show the activity of share awards (including shares of restricted stock subject to vesting, fully-vested restricted stock, RSUs and PSUs) granted, exercised or forfeited under all of the Company's incentive plans during the three months ended December 31, 2025.

Number of Shares Weighted Average Fair Value at Grant

1 unchanged sentence

Nonvested shares outstanding, September 30, 2025 81,697 $ 47.77

Granted 15,600 77.42

Vested ( 60,903 ) 46.48

Forfeited or expired — —

Nonvested shares outstanding, June 30, 2025 81,995 $ 47.77

Restricted Stock Units

Nonvested shares outstanding, December 31, 2025 20,794 $ 51.51

Nonvested shares outstanding, September 30, 2025 92,620 $ 79.19

Granted 119,228 68.88

Vested ( 27,903 ) 79.48

Forfeited or expired ( 2,420 ) 73.49

Nonvested shares outstanding, June 30, 2025 84,371 $ 79.48

Number of Units Weighted Average Fair Value at Grant

Nonvested shares outstanding, December 31, 2025 181,525 $ 72.45

PSUs outstanding, September 30, 2025 142,366 $ 52.59

Granted 49,816 65.74

Adjustment for performance achievement (1)

Vested ( 71,934 ) 38.94

Forfeited or expired — —

PSUs outstanding, June 30, 2025 142,366 $ 52.59

PSUs outstanding, December 31, 2025 136,149 $ 63.02

(1) The final performance was assessed after September 30, 2025, resulted in an achievement greater than target, and an additional 15,901 shares were allocated to the participants in the plan.

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 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.

As of June 30, 2025, stock-based compensation expense not yet recognized in income totaled $ 9.4 million, which is expected to be recognized over a weighted average remaining period of 1.65 years.

The Company recorded an income tax expense of $ 27.0 million for the nine months ended June 30, 2025, resulting in an effective tax rate of 15.44 %, compared to an income tax expense of $ 30.7 million, or an effective tax rate of 16.96 %, for the nine months ended June 30, 2024.

The Company recognized total stock-based compensation expense of $ 2.9 million and $ 1.6 million for the three months ended December 31, 2025 and 2024, respectively.

This expense is recorded primarily within compensation and benefits on the Condensed Consolidated Statements of Operations.

As of December 31, 2025, stock-based compensation expense not yet recognized in income totaled $ 16.9 million, which is expected to be recognized over a weighted average remaining period of 1.97 years.

The Company recorded an income tax expense of $ 7.2 million for the three months ended December 31, 2025, resulting in an effective tax rate of 16.9 %, compared to an income tax expense of $ 6.0 million, or an effective tax rate of 16.6 %, for the three months ended December 31, 2024.

The Company’s effective tax rate was lower than the U.S.

2 unchanged sentences

The table below compares the income tax expense components for the periods presented.

Nine Months Ended June 30,

(Dollars in thousands) (As Restated)

Three Months Ended December 31,

(Dollars in thousands) 2025 2024

Provision at statutory rate $ 8,896 $ 7,554

3 unchanged sentences

Tax credit investments, net - federal ( 5,180 ) ( 3,167 )

Research tax credit ( 752 ) ( 602 )

IRC 162(m) nondeductible compensation 1,061 826

162(m) disallowance 176 55

Other, net ( 763 ) ( 1,249 )

7 unchanged sentences

(Dollars in thousands) Consumer Commercial Corporate Services/Other Consolidated Company

(As Restated) (As Restated) (As Restated) (As Restated)

Three Months Ended June 30, 2025 2024 2025 2024 2025 2024 2025 2024

Net interest income (1)

$ 67,949 $ 69,328 $ 51,241 $ 52,932 $ 3,123 $ 490 $ 122,313 $ 122,750

Noninterest income:

Refund transfer product fees 9,846 9,111 — — — — 9,846 9,111

Refund advance and other tax fee income (1)

307 ( 67 ) — — — — 307 ( 67 )

Card and deposit fees 37,171 33,151 165 250 6 7 37,342 33,408

Rental income (1)

— — 12,681 13,615 232 164 12,913 13,779

Secondary market revenue (1)

41 20 7,103 1,701 — — 7,144 1,721

Gain on sale of other (1)

— — 330 563 64 2,391 394 2,954

Other income (1)

2,383 2,020 2,023 1,922 1,090 1,023 5,496 4,965

Total noninterest income 49,748 44,235 22,302 18,051 1,392 3,585 73,442 65,871

Revenue $ 117,697 $ 113,563 $ 73,543 $ 70,983 $ 4,515 $ 4,075 $ 195,755 $ 188,621

Nine Months Ended June 30,

Net interest income (1)

Three Months Ended December 31, 2025 2024 2025 2024 2025 2024 2025 2024

Net interest income (expense) (1)

$ 70,892 $ 81,063 $ 49,820 $ 43,293 $ ( 1,374 ) $ 895 $ 119,338 $ 125,251

26 unchanged sentences

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 nine months ended June 30, 2025.

Revenue from contracts with customers did not generate significant contract assets and liabilities for the three months ended December 31, 2025.

Refund Transfer Product Fees.

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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 off-balance sheet custodial deposits.

Also included within Card and Deposit Fees for the Consumer reporting segment are monthly servicing fees the Company recognizes for custodial 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 Federal Deposit Insurance Corporation ("FDIC").

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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.

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 ("CODM") to appropriately allocate entity resources and evaluate performance.

The Company has identified the CODM to be the Chief Executive Officer of Pathward Financial, Inc.

Operating segments are aggregated into reportable segments if certain criteria are met.

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Consumer, Commercial, and Corporate Services/Other.

The Company evaluated the listed operating segments based on their business processes, consumers, and variety of economic characteristics.

The Partner Solutions business line is reported in the Consumer segment.

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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 CODM reviews the performance and aggregates resources based on various factors but primarily through the evaluation of income (loss) before income tax expense.

The significant expenses that have been deemed meaningful to the segments and regularly reported to the CODM are summarized below.

These expenses are directly attributable to each of the three business segments.

Shared services are an area of focus for the Company and as such, the table below includes the significant selling, general, and administrative ("SG&A") allocations of such shared services.

The following table presents segment data for the Company:

(Dollars in thousands) Consumer Commercial Corporate Services/Other Total

(As Restated) (As Restated) (As Restated) (As Restated)

Three Months Ended June 30, 2025 2024 2025 2024 2025 2024 2025 2024

Net interest income $ 67,949 $ 69,328 $ 51,241 $ 52,932 $ 3,123 $ 490 $ 122,313 $ 122,750

Provision for credit loss ( 2,114 ) 3,859 11,371 8,013 21 55 9,278 11,927

Noninterest income 49,748 44,235 22,302 18,051 1,392 3,585 73,442 65,871

Noninterest expense 56,962 50,964 32,237 33,227 50,123 41,319 139,322 125,510

Income (loss) before income tax expense 62,849 58,740 29,935 29,743 ( 45,629 ) ( 37,299 ) 47,155 51,184

Total assets 419,654 423,116 4,257,971 4,324,946 2,552,219 2,764,968 7,229,844 7,513,030

Total goodwill 87,145 87,145 210,783 222,360 — — 297,928 309,505

Total deposits 5,823,684 6,190,419 87 13,592 181,475 227,505 6,005,246 6,431,516

Nine Months Ended June 30,

Net interest income $ 224,644 $ 205,530 $ 136,521 $ 142,631 $ 22,677 $ 22,150 $ 383,842 $ 370,311

Provision for credit loss 40,349 34,325 22,710 15,031 146 73 63,205 49,429

Three Months Ended December 31, 2025 2024 2025 2024 2025 2024 2025 2024

Interest and dividend income $ 72,504 $ 83,374 $ 83,835 $ 74,614 $ ( 35,117 ) $ ( 29,631 ) $ 121,222 $ 128,357

Interest expense 1,612 2,311 34,015 31,321 ( 33,743 ) ( 30,526 ) 1,884 3,106

Net interest income (expense) 70,892 81,063 49,820 43,293 ( 1,374 ) 895 119,338 125,251

Provision for (reversal of) credit loss 2,724 10,724 510 7,831 ( 4 ) 106 3,230 18,661

Net interest income (expense) after provision for (reversal of) credit loss 68,168 70,339 49,310 35,462 ( 1,370 ) 789 116,108 106,590

Noninterest income 32,061 33,601 20,609 21,239 1,093 2,538 53,763 57,378

Noninterest expense

Compensation and benefits 7,944 7,757 11,590 13,341 32,330 28,194 51,864 49,292

Building and software 2,918 2,225 2,400 2,271 7,262 5,210 12,580 9,706

Operating lease equipment depreciation — — 9,995 11,426 — — 9,995 11,426

Rate related card expenses 23,800 25,624 — — — — 23,800 25,624

Other card expenses 6,626 7,682 — — 11 8 6,637 7,690

Tax product expenses 145 142 — — — — 145 142

Loan expenses 1,078 1,116 4,655 3,289 — — 5,733 4,405

Legal and consulting 578 581 912 967 4,064 3,677 5,554 5,225

SG & A intercompany allocations 18,853 16,857 8,054 8,058 ( 26,907 ) ( 24,915 ) — —

Consumer lending program expenses 124 4,238 — — — — 124 4,238

Other expenses 4,363 4,015 1,458 1,470 4,960 4,564 10,781 10,049

Total noninterest expense 66,429 70,237 39,064 40,822 21,720 16,738 127,213 127,797

Income (loss) before income tax expense 33,800 33,703 30,855 15,879 ( 21,997 ) ( 13,411 ) 42,658 36,171

2 unchanged sentences

Total deposits 6,115,003 6,305,236 2,532 1,439 232,859 212,278 6,350,394 6,518,953

FAIR VALUES OF FINANCIAL INSTRUMENTS

Expenses included in the Other Expenses line represent insignificant expenses to the various operating segments such as marketing, data processing, meals and travel, communications, office supplies, seminars and training, dues and subscriptions, regulatory expense, bank service charges, fraud and program losses, charitable giving, and intangible amortization that are included in income (loss) before income tax expense.

In addition, interest expense includes intercompany interest paid through allocations to appropriately fund each of the operating segments.

Management uses funds transfer pricing methodology to allocate the inter-segment interest appropriately, and as such, has determined the allocation to properly represent the interest rate environment at the Company.

FAIR VALUE 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.

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The fair value of debt securities AFS, categorized primarily as Level 2, is recorded using prices obtained from independent asset pricing services that are based on observable transactions, but not quoted markets.

reviews the prices obtained from independent asset pricing services for unusual fluctuations and compares to current market trading activity.

Management reviews the prices obtained from independent asset pricing services for unusual fluctuations and compares to current market trading activity.

Equity Securities.

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The Company considers this derivative instrument to be within Level 3 of the fair value hierarchy, as it utilizes inputs from sales or securitization transactions involving similar loans.

As of June 30, 2025 and September 30, 2024, the Company determined the derivatives had no fair value, respectively, thus eliminating the need for further disclosures regarding Level 3 inputs as outlined in ASC 820.

As of December 31, 2025 and September 30, 2025, the Company determined the derivatives had no fair value, respectively, thus eliminating the need for further disclosures regarding Level 3 inputs as outlined in ASC 820.

The following table summarizes the fair values of debt securities AFS and equity securities as they are measured at fair value on a recurring basis.

(Dollars in thousands) Total Level 1 Level 2 Level 3

June 30, 2025

December 31, 2025

Debt securities AFS

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$ 13,237 $ — $ — $ —

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2025 and September 30, 2024.

(2) Consists of certain non-marketable equity securities that are measured at fair value using net asset value ("NAV") per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at December 31, 2025 and September 30, 2025.

(2) Consists of certain non-marketable equity securities that are measured at fair value using NAV as a practical expedient and are excluded from the fair value hierarchy.

Loans and Leases.

5 unchanged sentences

(Dollars in thousands) Total Level 1 Level 2 Level 3

June 30, 2025

December 31, 2025

Loans and leases, net individually evaluated for credit loss

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(Dollars in thousands) Fair Value at

June 30, 2025

December 31, 2025

Fair Value at

5 unchanged sentences

Management discloses the estimated fair value of financial instruments, including assets and liabilities on and off the Condensed Consolidated Statements of Financial Condition, for which it is practicable to estimate fair value.

These fair value estimates were made at June 30, 2025 and September 30, 2024 based on relevant market information and information about financial instruments.

These fair value estimates were made at December 31, 2025 and September 30, 2025 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.

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The following tables present the carrying amount and estimated fair value of the financial instruments held by the Company:

June 30, 2025

December 31, 2025

(Dollars in thousands) Carrying

18 unchanged sentences

Accrued interest payable 727 727 727 — —

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2025.

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at December 31, 2025.

(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.

23 unchanged sentences

SUBSEQUENT EVENTS

Management has evaluated subsequent events that occurred after June 30, 2025.

During this period, up to the filing date of this Quarterly Report on Form 10-Q, management did not identify any material subsequent events that would require recognition or disclosure in our Condensed Consolidated Financial Statements as of or for the quarter ended June 30, 2025.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated its unaudited historical condensed consolidated financial statements as of June 30, 2024 and for the three and nine months ended June 30, 2024 to correct for identified errors in its accounting for allowance for credit losses, interest income, provision for credit losses, and noninterest expense.

In addition, the Company has corrected other unrelated immaterial errors which were previously not recorded or not recorded in the appropriate period.

Prior period financial information restated for the three and nine months ended June 30, 2024, was restated in the Form 10-K/A for the fiscal year ended September 30, 2024.

Management has evaluated subsequent events that occurred after December 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements