Carver Bancorp, Inc. Provides Update on Engagement With Dream Chasers Capital Group

Rhea-AI Summary

Carver Bancorp (OTCQB: CARV) updated shareholders on its engagement with Dream Chasers Capital Group regarding director nominations for the May 21, 2026 Annual Meeting. Dream Chasers submitted nominations twice; the Board, after counsel review, determined both submissions failed to satisfy the advance notice provisions of the Company bylaws.

The Company said it provided detailed deficiency notices, reiterated the nomination deadline, offered to engage on a mutually agreeable resolution to Board composition, and stated Dream Chasers declined constructive dialogue while the Company remains open to a resolution.

Positive

• Board enforced Bylaws by rejecting noncompliant nominations
• Company offered engagement to seek a mutually agreeable resolution

Negative

• Dream Chasers' nominations were found deficient twice
• Dream Chasers declined constructive dialogue over Board composition

NEW YORK, March 9, 2026 /PRNewswire/ -- Carver Bancorp, Inc. (the "Company") (OTCQB: CARV), the holding company for Carver Federal Savings Bank (the "Bank"), today provided an update on its engagement with Dream Chasers Capital Group LLC ("Dream Chasers"). The Company issued the following statement:

"In October of last year, Dream Chasers attempted to nominate two individuals for election to Carver's Board of Directors (the "Board") at the Company's next Annual Meeting of Stockholders (the "Annual Meeting"). The Board, after review, and in consultation with outside counsel, determined at that time that Dream Chasers' first submission did not comply with the advance notice provisions of the Company's Second Amended and Restated Bylaws (the "Bylaws") – which apply equally to all stockholders. We subsequently sent a letter to Dream Chasers identifying in detail the deficiencies in its first nomination notice and the specific Bylaw provisions it failed to satisfy.

Four months later, on February 20, 2026, Dream Chasers attempted again to nominate two individuals for election as directors to the Board. We received this second submission hours before the deadline of February 20, 2026 for stockholders to submit director nominations. Thirty days prior, in compliance with the Bylaws, the Company had issued a press release that provided stockholders notice of this deadline to submit nominations and announced that the Annual Meeting will take place on May 21, 2026. This extended period of time since Dream Chasers' first submission (more than 120 days) provided ample opportunity for it to cure the deficiencies previously highlighted by the Company and to ensure any new materials submitted complied with the Bylaws.

The Board, in consultation with outside counsel, reviewed this second nomination notice and determined that it failed again to comply with the Bylaws. We then alerted Dream Chasers to this determination along with a detailed explanation of the deficiencies in the second nomination notice. We also informed Dream Chasers that it would not be able to submit nominations at the Annual Meeting because the second nomination notice was deficient and the Company's deadline for stockholders to submit nominations had passed. In that same communication, as we had previously done, we offered to engage with Dream Chasers around a mutually agreeable resolution involving changes to the Board's composition. Dream Chasers subsequently made clear it has no interest in entering into a constructive dialogue despite our overtures, yet we remain open to exploring a resolution to this matter.

The Company remains committed to acting in the best interests of the Bank and all stockholders."

About Carver Bancorp, Inc.

Carver Bancorp, Inc. (OTCQB: CARV) is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Headquartered in Harlem, NY, Carver was founded in 1948 to serve historically underserved communities in New York whose residents, businesses, and institutions had limited access to mainstream financial services. The U.S. Treasury Department has designated Carver as a Community Development Financial Institution ("CDFI") because of its community-focused banking services and dedication to its local community's economic viability and revitalization. Carver is one of the largest African- and Caribbean-American-managed banks in the United States. Carver's online banking presence includes consumer checking and savings accounts across nine states, from Massachusetts to Virginia and Washington, DC. For further information, please visit the Company's website at www.carverbank.com. Be sure to connect with Carver on Facebook, LinkedIn, and Instagram.

Investor Contact:
investorrelations@carverbank.com

Media Contact:
CarverBancorp@Longacresquare.com

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SOURCE Carver Bancorp, Inc.

FAQ

Why did Carver Bancorp (CARV) reject Dream Chasers' nominations for the May 21, 2026 Annual Meeting?

Carver Bancorp rejected the nominations because they did not meet the Company's advance notice bylaw requirements. According to the company, both the October and February submissions contained detailed deficiencies that were not cured before the filing deadline.

Did Dream Chasers submit nominations before the CARV deadline on February 20, 2026?

Yes, Dream Chasers submitted a second nomination on February 20, 2026, hours before the deadline. According to the company, that second submission nonetheless failed to satisfy the specific Bylaw provisions described in their deficiency notice.

What steps has Carver Bancorp (CARV) taken to resolve the dispute with Dream Chasers?

Carver Bancorp offered to engage in discussions to reach a mutually agreeable Board composition resolution. According to the company, it sent detailed deficiency letters and repeatedly proposed constructive dialogue, which Dream Chasers declined.

Will the rejected nominations affect the CARV Annual Meeting scheduled for May 21, 2026?

Carver Bancorp says the rejected nominations will not be accepted because the filing deadline has passed and submissions were deficient. According to the company, the Annual Meeting remains scheduled for May 21, 2026 as announced.

What reasons did Carver Bancorp (CARV) give for labeling Dream Chasers' nominations deficient?

The company cited failures to comply with specific advance notice provisions of the Second Amended and Restated Bylaws. According to the company, detailed letters identified the exact deficiencies in both the October and February nomination notices.