Form 8-K - Current report

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): August 6, 2023

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)

¨	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. ¨

Item 5.02

Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 6, 2023, Michael T. Pugh advised Carver Bancorp, Inc. (the “Company”) and Carver Federal Savings Bank (the “Bank”) that he: (1) was resigning as a director of both the Company and the Bank, effective September 30, 2023; and (2) was resigning his positions as Chief Executive Officer and President of the Company and the Bank, effective September 30, 2023. Mr. Pugh is departing the Company and the Bank to pursue professional and philanthropic interests on a national level. Mr. Pugh’s resignation was not related to a disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies or practices.

The Company intends to conduct a national search for a permanent Chief Executive Officer and President through an executive search process.

On August 9, 2023, the Company issued a press release announcing Mr. Pugh’s resignation. That press release is attached to this report as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release, dated August 9, 2023

104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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: August 9, 2023	By:	/s/ Isaac Torres
		Isaac Torres
		SVP, General Counsel and Corporate Secretary

Exhibit 99.1

Carver Bancorp, Inc. Announces Chief Executive Officer Transition

NEW YORK, Aug. 9, 2023 /PRNewswire/ -- Carver Bancorp, Inc. (Nasdaq: CARV) ("Carver"), the holding company for Carver Federal Savings Bank (the "Bank") announced today that Michael T. Pugh will leave his position as President & CEO and director effective September 30, 2023. Mr. Pugh is departing Carver to pursue professional and philanthropic interests on a national level.

A national search will be undertaken to find a permanent President & CEO to lead Carver in its ongoing mission to provide banking services and business capital to communities of color throughout the Greater New York City area.

Mr. Pugh is only the fifth CEO in the history of Carver, which opened its doors in 1948 to serve the needs of African-American and Caribbean-American communities in New York City that had limited access to mainstream banking services and business capital. He leaves a legacy of operational excellence, strengthening regulatory controls, growing the Bank's loan portfolio while maintaining asset quality, and deepening community relationships. Mr. Pugh joined Carver in 2012 as Chief Revenue Officer. He was named President and Chief Operating Officer in 2013, and succeeded Deborah Wright as Chief Executive Officer in January 2015.

Lewis P. Jones III, Chairman of the Board, commented, "The Carver Board thanks Michael for his outstanding contributions to Carver’s mission to promote economic empowerment and support the banking needs of diverse communities throughout the New York City area. We wish him the best as he begins the next chapter of his professional career."

Michael T. Pugh stated, “It has been the highlight of my career to serve as the President & CEO of Carver. I am proud of the many accomplishments during my tenure. I am confident that the Carver Board and management team are well-prepared to fulfill the company’s mission and continue to be a significant community development financial institution for years to come. I am grateful for the support of our management team, staff, customers, and shareholders who are pivotal to Carver's continued success."

About Carver Bancorp, Inc.
Carver Bancorp, Inc. (NASDAQ: 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 African-American and Caribbean-American 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. The Bank recently expanded its online presence to include 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 Twitter.

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, risks, and uncertainties. More information about these factors, risks, and uncertainties is contained in our filings with the Securities and Exchange Commission.

Media:
Michael Herley for Carver
203.308.1409
mediainquiries@carverbank.com

Investors:
ir@carverbank.com

Cover	Aug. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 06, 2023
Entity File Number	001-13007
Entity Registrant Name	CARVER BANCORP, INC.
Entity Central Index Key	0001016178
Entity Tax Identification Number	13-3904174
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	75 West 125th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10027-4512
City Area Code	212
Local Phone Number	360-8820
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	CARV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false