false
0001016178
0001016178
2025-11-05
2025-11-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
of Incorporation) |
(Commission File No.) |
(I.R.S. Employer
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)
of the Act:
|
| 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. ¨
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
| 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.
|
| DATE: November 5, 2025 |
By: |
/s/ Donald Felix |
| |
|
Donald Felix |
| |
|
Chief Executive Officer |
