8-K
CARVER BANCORP INC (CARV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 5, 2025
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-13007 | 13-3904174 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 75 West 125th Street, New York, NY | 10027-4512 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212)
360-8820
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Securities registered pursuant to Section 12(b)<br> of the Act:<br><br> <br>**** | ||
| --- | --- | --- |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | CARV | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
|---|
On November 5, 2025, Carver Bancorp, Inc. (the “Company”), the parent company of Carver Federal Savings Bank, issued a press release announcing the Company’s board modernization initiative. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K may contain certain “forward-looking statements” that represent the Company’s current expectations or beliefs concerning future events. Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. Forward-looking statements are, by their nature, subject to numerous risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include changes in general economic conditions, changes in the interest rate environment, changes in prevailing depository institution stock prices, the evolution of the depository institution merger market, changes to the Company’s strategic plan, legislative and regulatory changes that adversely affect the business of the Company and its wholly-owned subsidiary, Carver Federal Savings Bank, and changes in the securities markets. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this Current Report on Form 8-K or made elsewhere from time to time by the Company or on its behalf. The Company disclaims any obligation to update such forward-looking statements.
Additional Information and Where to Find it
The Company intends to file with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the Company’s 2025 Annual Meeting of Stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company are also available free of charge by accessing the Company’s website at www.carverbank.com.
Participants
This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, the Company, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by the Company. Information about the Company’s executive officers and directors is available in Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on July 29, 2025 and in its proxy statement for the 2024 Annual Meeting of Shareholders, which was filed with the SEC on October 31, 2024. To the extent holdings by our directors and executive officers of the Company’s securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 5, 2025 |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| CARVER BANCORP, INC.<br><br> <br><br><br> <br> | ||
|---|---|---|
| DATE: November 5, 2025 | By: | /s/ Donald Felix |
| Donald Felix | ||
| Chief Executive Officer |
Exhibit 99.1
Carver Bancorp, Inc. Announces Board ModernizationInitiative with
Comprehensive Governance Enhancements
| · | Governance changes are designed to align Carver’s board policies with<br>leading companies, reinforcing the board’s fiduciary commitment to all shareholders. |
|---|---|
| · | The modernization plan includes a 75% turnover rate among directors over<br>the next 3 years and the implementation of enhanced skills-based recruitment. |
| --- | --- |
| · | Restructured equity-based compensation preserves capital flexibility while<br>aligning directors’ interests with long-term value creation and increased ownership stakes. |
| --- | --- |
| · | The initiative builds on the recent appointment of Jason Sisack, former OCC<br>Assistant Deputy Comptroller, with more than 25 years of regulatory expertise in governance and risk management, as an advisor to the<br>Chief Executive Officer. |
| --- | --- |
NEW YORK, November 05, 2025 /PRNewswire/ -- Carver Bancorp, Inc. (Nasdaq: CARV), the holding company for Carver Federal Savings Bank, a certified Community Development Financial Institution (CDFI) and designated Minority Depository Institution (MDI), today announced a comprehensive board modernization initiative as Carver accelerates its transformation into a modern urban community bank, bringing renewed momentum to its mission of financially empowering everyday New Yorkers.
“Our modernization initiative demonstrates the Board’s commitment to implementing proven governance practices aligned with leading companies and making the necessary decisions to compete more effectively in a dynamic and demanding marketplace,” said Lewis P. Jones III, Chairman of the Board. “The refresh ensures we have the appropriate combination of expertise and experience on our Board to drive sustained profitability for the organization.”
The Board of Directors has adopted the following modernization measures with immediate effect:
Modernization Measures - Effective Immediately
| · | Board Refresh - 75% of directors will transition within the next 12 quarters, subject to any<br> required regulatory approvals |
|---|---|
| · | Skills-Based Recruitment - Implementation of an enhanced comprehensive director skills matrix for<br> board recruitment, reviewed and updated annually |
| --- | --- |
| · | Performance Management - Annual individual director assessments and full board evaluations; directors<br> subject to enhanced re-evaluation at each term end |
| --- | --- |
| · | Equity-Aligned Compensation - 50% reduction in cash compensation with the addition of an equity retainer;<br> elimination of per-meeting fees |
| --- | --- |
Modernization Measures - Subject to Shareholder Approval
| · | Tenure Limits - Fifteen-year maximum service effective April 2026, with current directors permitted<br> to complete current terms |
|---|---|
| · | Age Limits - Directors may serve until age 75, with those reaching 75 permitted to complete<br> current terms |
| --- | --- |
Best Practices - Already in Place
| · | Director Independence - All directors are to be independent, with<br>the exception of the CEO if elected to the board |
|---|---|
| · | Chair Independence - Independent non-executive chair |
| --- | --- |
The governance enhancements build on the Company’s recent strengthening of its leadership team, with the appointment of Jason Sisack, former Assistant Deputy Comptroller at the Office of the Comptroller of the Currency (OCC) with greater than 25 years of regulatory expertise, as Senior Enterprise Risk Management Advisor to the CEO. Mr. Sisack’s extensive, senior-level experience in governance, financial and non-financial risk management, and community banking strategies provides invaluable guidance as Carver implements these board modernization measures.
“These governance enhancements represent an inflection point in our strategic evolution—assembling the expertise, frameworks, and disciplines necessary to advance this institution into a modern urban community bank,” said Donald Felix, President and CEO of Carver Bancorp, Inc. “This is not a single moment of change, but part of a continuous journey toward operational excellence. Each decision reinforces our commitment to setting a new standard for how a community bank can more effectively serve its shareholders and financially empower everyday New Yorkers who are working hard to get ahead. I want to recognize our current board members who have embraced the needed fundamental transformation required at this time, not just to compete, but to establish the foundation for long-term, sustainable profitability.”
About Carver Bancorp, Inc.
Carver Bancorp, Inc. (NASDAQ: CARV) is the holding company for Carver Federal Savings Bank, a Harlem-based community bank committed to meeting the financial needs of everyday New Yorkers who are working hard to get ahead and supporting the vitality of the neighborhoods it serves by delivering accessible financial services to individuals and small- to mid-sized businesses. Through its online banking platform and physical branches, Carver serves customers across nine states, from Massachusetts to Virginia, including Washington, D.C.
Founded in 1948 to address barriers to financial access, Carver has a long-standing legacy of serving historically under-resourced communities. The U.S. Department of the Treasury has designated Carver as both a Community Development Financial Institution (CDFI) and a Minority Depository Institution (MDI) in recognition of its leadership in advancing financial inclusion and local economic empowerment.
For further information, please visit the Company’s website at www.carverbank.com. Be sure to connect with Carver on Facebook, LinkedIn, and Instagram.
Certain statements in this press release are “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’scurrent expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those includedin these statements due to a variety of factors, risks, and uncertainties. More information about these factors, risks, and uncertaintiesis contained in our filings with the Securities and Exchange Commission.
Additional Information and Where to Find it
The Company intends to file with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the Company’s 2025 Annual Meeting of Stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company are also available free of charge by accessing the Company’s website at www.carverbank.com.
Participants
This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, the Company, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by the Company. Information about the Company’s executive officers and directors is available in Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on July 29, 2025 and in its proxy statement for the 2024 Annual Meeting of Shareholders, which was filed with the SEC on October 31, 2024. To the extent holdings by our directors and executive officers of the Company’s securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
**Media:**Michael Herley for Carver
203.308.1409
mediainquiries@carverbank.com
**Investors:**ir@carverbank.com