Item 9A. Controls and Procedures
ITEM
9A. Controls
and Procedures
Disclosure
Controls and Procedures
Under
the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer,
we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive
Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and
procedures were effective.
Changes
in Internal Control over Financial Reporting
There
has been no change in Magyar Bancorp, Inc.’s internal control over financial reporting during Magyar Bancorp, Inc.’s fourth quarter of
fiscal year 2025 that has materially affected, or is reasonably likely to materially affect, Magyar Bancorp, Inc.’s internal control
over financial reporting.
Report
by Management on Internal Control over Financial Reporting
The
management of Magyar Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.
Magyar Bancorp Inc.’s internal control system was designed to provide reasonable assurance to the Magyar Bancorp, Inc.’s management and
board of directors regarding the preparation and fair presentation of published financial statements.
All
internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation.
Magyar
Bancorp, Inc.’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30,
2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
2013 in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of September 30, 2025, the Company’s internal
control over financial reporting was effective based on those criteria.
The
Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm
pursuant to exemption rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in
this annual report.
ITEM
9B. Other
Information
None .
ITEM
9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections
None.
72
PART
III
ITEM
10. Directors,
Executive Officers, and Corporate Governance
Magyar
Bancorp, Inc. has adopted a Code of Ethics that applies to Magyar Bancorp, Inc.’s principal executive officer, principal financial
officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics, and any amendments to
and waivers from the Code of Ethics, will be posted on the Company’s website located at www.magbank.com. A copy of the Code will
be furnished without charge upon written request to the Secretary, Magyar Bancorp, Inc., 400 Somerset Street, New Brunswick, New Jersey.
Information
concerning directors and executive officers of Magyar Bancorp, Inc. is incorporated herein by reference from our definitive Proxy Statement
related to our 2025 Annual Meeting of Stockholders (the “Proxy Statement”), specifically the section captioned “Proposal
I - Election of Directors.”
ITEM
11. Executive
Compensation
Information
concerning executive compensation is incorporated herein by reference from our Proxy Statement, specifically the section captioned “Proposal
I - Election of Directors.”
ITEM
12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information
concerning security ownership of certain owners and management is incorporated herein by reference from our Proxy Statement, specifically
the sections captioned “Security Ownership of Certain Beneficial Owners and Management” and “Proposal I - Election
of Directors.”
ITEM
13. Certain
Relationships and Related Transactions, and Director Independence
Information
concerning relationships and transactions is incorporated herein by reference from our Proxy Statement, specifically the section captioned
“Proposal I - Election of Directors - Transactions with Certain Related Persons.”
ITEM
14. Principal
Accountant Fees and Services
Information
concerning principal accountant fees and services is incorporated herein by reference from our Proxy Statement, specifically the section
captioned “Proposal II - Ratification of the Appointment of Independent Registered Public Accountants.”
73
PART
IV
ITEM 15. Exhibits and Financial Statement Schedules
3.1 Certificate of Incorporation of Magyar Bancorp, Inc. (1)
3.2 Bylaws of Magyar Bancorp, Inc. (2)
3.3 Amendment to Certificate of Incorporation of Magyar Bancorp, Inc. (8)
4.1 Form of Common Stock Certificate of Magyar Bancorp, Inc. (2)
4.2 Description of the Capital Stock of Magyar Bancorp, Inc. (3)
10.1 Form of Employee Stock Ownership Plan (2)
10.2 [intentionally omitted]
10.3 [intentionally omitted]
10.4 Restated Director Supplemental Retirement Income and Deferred Compensation Agreement for Thomas Lankey (4)
10.5 Restated Director Supplemental Retirement Income and Deferred Compensation Agreement for Andrew G. Hodulik (4)
10.6 Form of Change in Control Agreement for Executive Officers (2)
10.7 Executive Supplemental Retirement Income Agreement for John Fitzgerald (4)
10.8 Executive Supplemental Retirement Income Agreement for Jon Ansari (4)
10.9 Employment Agreement for John Fitzgerald (5)
10.10 Employment Agreement for Jon Ansari (9)
10.11 Change in Control Agreement for Peter Brown (5)
10.12 Supplemental Executive Retirement Plan for John Fitzgerald (6)
10.13 Supplemental Executive Retirement Plan for Jon Ansari (6)
10.14 Magyar Bancorp, Inc. 2022 Equity Incentive Plan (7)
10.15 Magyar Bank Annual Incentive Plan
19 Insider Trading Policy (10)
21 Subsidiaries of Registrant (2)
23 Consent of S.R. Snodgrass, P.C.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97 Clawback Policy relating to erroneously awarded executive compensation (10)
101 The following materials from the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
104 Inline XBRL Cover Page Interactive Data File
(1) Incorporated
by reference to Exhibit 3.1 to the Registration Statement on Form SB-2 of Magyar Bancorp,
Inc. (file no. 333-128392), originally filed with the Securities and Exchange Commission
on September 16, 2005, as amended.
(2) Incorporated
by reference to the Registration Statement on Form SB-2 of Magyar Bancorp, Inc. (file no.
333-128392), originally filed with the Securities and Exchange Commission on September 16,
2005, as amended.
(3) Incorporated
by reference to the Annual Report on Form 10-K of Magyar Bancorp, Inc. (file no. 000-51726),
filed with the Securities and Exchange Commission on December 20, 2021.
(4) Incorporated
by reference to the Annual Report on Form 10-KSB of Magyar Bancorp, Inc. (file no. 000-51726),
originally filed with the Securities and Exchange Commission on December 29, 2006.
(5) Incorporated
by reference to the Company’s Registration Statement on Form S-1 (File No. 333-254282),
filed with the Securities and Exchange Commission on March 15, 2021.
(6) Incorporated
by reference to the Current Report on Form 8-K of Magyar Bancorp, Inc. (file no 000-51726),
originally filed with the Securities and Exchange Commission on May 29, 2019.
(7) Incorporated
by reference to Appendix A to the Company’s definitive Proxy Statement (file no. 000-51726)
filed with the SEC on July 18, 2022.
(8) Incorporated
by reference to Exhibit 3.1 to the Company’s Form 8-K filed on July 12, 2021.
(9) Incorporated
by reference to the Annual Report on Form 10-K of Magyar Bancorp, Inc. (file no. 000-51726),
filed with the Securities and Exchange Commission on December 22, 2022.
(10) Incorporated
by reference to the Annual Report on Form 10-K of Magyar Bancorp, Inc. (file no. 000-51726),
filed with the Securities and Exchange Commission on December 19, 2024.
ITEM
16. Form
10-K Summary
None
74
SIGNATURES
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MAGYAR BANCORP, INC.
December 19, 2025
/s/
John S. Fitzgerald
Date
John S. Fitzgerald
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures
Title
Date
/s/ John S.
Fitzgerald
President and Chief Executive Officer
December 19, 2025
John S. Fitzgerald
(Principal Executive Officer)
/s/ Jon R.
Ansari
Executive Vice President and Chief Financial Officer
December 19, 2025
Jon R. Ansari
(Principal Financial and Accounting Officer)
/s/ Thomas
Lankey
Chairman of the Board
December 19, 2025
Thomas Lankey
/s/ Andrew
Hodulik
Vice Chairman of the Board
December 19, 2025
Andrew Hodulik
/s/ Joseph
A. Yelencsics
Director
December 19, 2025
Joseph A. Yelencsics
/s/ Susan
Eisenhauer
Director
December 19, 2025
Susan Eisenhauer
/s/ Michael
R. Lombardi
Director
December 19, 2025
Michael
R. Lombardi
/s/ Maureen
Ruane
Director
December 19, 2025
Maureen Ruane
75
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