Part I [Item 1. Business](index=8&type=section&id=Item%201.%20Business) Carver Bancorp, Inc. operates Carver Federal Savings Bank, a community-focused institution with $730.0 million in assets, specializing in real estate and business loans, now under an OCC formal agreement for performance improvement [Overview](index=8&type=section&id=Overview) Carver Federal Savings Bank, with $730.0 million in assets and 109 employees, serves NYC's low-to-moderate-income communities and is implementing a new OCC-mandated strategic plan - Carver Federal Savings Bank is one of the largest African-American operated banks in the U.S., with **$730.0 million in assets** and **109 employees** as of March 31, 2025[18](index=18&type=chunk) - The bank received its sixth consecutive "Outstanding" rating from the OCC for its Community Reinvestment Act (CRA) examination in March 2022, with **90% of its loans** made within its assessment area[18](index=18&type=chunk) - On May 14, 2025, the Bank entered into a formal agreement with the OCC, requiring it to establish a Compliance Committee, prepare a new three-year strategic plan focusing on earnings performance, and develop an earnings improvement program[31](index=31&type=chunk)[38](index=38&type=chunk) - The company's human capital resources as of March 31, 2025, consisted of **109 employees**, of which approximately **47% were female** and **86% were minorities**[34](index=34&type=chunk) [Lending Activities](index=12&type=section&id=Lending%20Activities) The Bank's loan portfolio, primarily commercial real estate, multifamily, and business loans, decreased 1.5% to $613.7 million, with originations significantly slowing in fiscal 2025 Loan Portfolio Composition (at March 31) | Loan Type | 2025 Amount ($M) | 2025 % of Total | 2024 Amount ($M) | 2024 % of Total | | :--- | :--- | :--- | :--- | :--- | | One-to-four family | $74.4 | 12.1% | $82.8 | 13.3% | | Multifamily | $165.8 | 27.0% | $177.2 | 28.4% | | Commercial real estate | $178.3 | 29.1% | $175.4 | 28.2% | | Business | $165.0 | 26.9% | $169.6 | 27.2% | | Construction | $4.6 | 0.7% | $2.2 | 0.4% | | Consumer | $25.7 | 4.2% | $15.7 | 2.5% | | **Total Gross Loans** | **$613.7** | **100.0%** | **$622.9** | **100.0%** | - Total loans receivable decreased by **$9.2 million**, or **1.5%**, from $622.9 million at March 31, 2024, to **$613.7 million** at March 31, 2025[43](index=43&type=chunk) - Loan originations and purchases significantly decreased to **$54.4 million** in fiscal 2025 from $93.2 million in fiscal 2024 and $126.2 million in fiscal 2023[72](index=72&type=chunk) [Asset Quality](index=20&type=section&id=Asset%20Quality) Asset quality deteriorated in fiscal 2025, with non-performing assets more than doubling to $24.6 million and ACL coverage of nonaccrual loans significantly decreasing Non-Performing Assets (at March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total nonaccrual loans ($M) | $24.6 | $11.8 | | Total non-performing assets ($M) | $24.6 | $11.8 | | Nonaccrual loans to total loans | 4.01% | 1.89% | | Non-performing assets to total assets | 3.38% | 1.56% | - Total non-performing assets increased by **$12.8 million** to **$24.6 million** at March 31, 2025, primarily due to a **$12.8 million** increase in nonaccrual loans[80](index=80&type=chunk) Allowance for Credit Losses (ACL) Analysis | Metric | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Beginning Balance ($M) | $5.9 | $5.2 | | Provision for losses ($M) | $1.2 | $0.1 | | Net charge-offs ($M) | ($0.7) | ($0.1) | | Ending Balance ($M) | $6.3 | $5.9 | | ACL to total loans | 1.03% | 0.94% | | ACL to nonaccrual loans | 25.77% | 49.86% | [Investment Activities](index=25&type=section&id=Investment%20Activities) The Bank's $46.3 million investment portfolio, primarily AFS, holds **$12.0 million** in unrealized losses due to interest rates, not credit issues - At March 31, 2025, the investment portfolio consisted of **$44.5 million** in available-for-sale securities and **$1.8 million** in held-to-maturity securities[91](index=91&type=chunk) - The available-for-sale portfolio carried an unrealized loss of **$12.0 million** ($11,958 thousand gross), which management attributes to the interest rate environment rather than credit issues[95](index=95&type=chunk)[366](index=366&type=chunk) - Mortgage-backed securities, primarily from government-sponsored enterprises, constituted **3.4% of total assets** at March 31, 2025[92](index=92&type=chunk) [Sources of Funds](index=27&type=section&id=Sources%20of%20Funds) Deposits are the primary funding source, supplemented by FHLB-NY borrowings and trust preferred securities, with **$55.0 million** in brokered deposits and **$90.0 million** in CDARS reciprocal deposits - As of March 31, 2025, the Bank held **$55.0 million** in brokered deposits and **$90.0 million** in reciprocal deposits through the CDARS network[99](index=99&type=chunk)[100](index=100&type=chunk) - The Company has **$13.4 million** in junior subordinated debt securities related to its trust preferred securities, deferring the June 17, 2025, interest payment to manage liquidity[102](index=102&type=chunk) - The Bank is authorized to use advances from the FHLB-NY, secured by its FHLB-NY stock and a pledge of its mortgage loan and securities portfolios[101](index=101&type=chunk) [Regulation and Supervision](index=29&type=section&id=Regulation%20and%20Supervision) The Bank is under a May 2025 OCC Formal Agreement, requiring a new strategic plan and compliance committee, and did not meet its higher IMCRs of **9% Tier 1 leverage** and **12% total risk-based capital** - On May 14, 2025, the Bank entered into a Formal Agreement with the OCC requiring a new three-year strategic plan focused on earnings, capital, and liquidity, and the establishment of a board Compliance Committee[104](index=104&type=chunk)[108](index=108&type=chunk) - The Bank is subject to an Individual Minimum Capital Ratio (IMCR) requiring a **9% Tier 1 leverage ratio** and a **12% total risk-based capital ratio**, which it did not meet as of March 31, 2025, with ratios of **8.70%** and **11.56%**, respectively[119](index=119&type=chunk)[173](index=173&type=chunk) - The Company and Bank are subject to restrictions requiring prior written approval from the Federal Reserve Bank for dividends, increases in debt, and stock redemptions[105](index=105&type=chunk) - The Bank maintained its Qualified Thrift Lender (QTL) status, with approximately **97% of its portfolio assets** in qualified thrift investments as of March 31, 2025[128](index=128&type=chunk) [Federal and State Taxation](index=37&type=section&id=Federal%20and%20State%20Taxation) The Company files consolidated federal and combined New York State/City tax returns, with net deferred tax assets fully offset by a valuation allowance due to past losses - The Company files a consolidated federal income tax return and combined returns for New York State and New York City taxes[160](index=160&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) - The 2017 Tax Cuts and Jobs Act led to a remeasurement of the Company's net deferred tax assets, resulting in a **$3.1 million reduction**, fully offset by a corresponding decrease in the valuation allowance[163](index=163&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The Company faces significant risks from concentrated commercial real estate loans, regulatory non-compliance with OCC IMCRs, New York City economic dependency, interest rate sensitivity, and operational threats - **Lending Risk:** A significant portion of the loan portfolio consists of commercial real estate loans (**$178.3 million**, or **29.1%**), which have a higher risk of default[167](index=167&type=chunk) - **Regulatory Risk:** Failure to comply with the May 2025 Formal Agreement with the OCC could lead to further enforcement actions, and the Bank did not meet its higher IMCR requirements as of March 31, 2025[170](index=170&type=chunk)[173](index=173&type=chunk) - **Economic Risk:** The company's results are highly dependent on the economic conditions of the New York metropolitan area due to its geographic concentration of loans[179](index=179&type=chunk) - **Interest Rate Risk:** The company is liability-sensitive, meaning its liabilities re-price faster than its assets, negatively impacting net interest margin in a rising rate environment[181](index=181&type=chunk) - **Operational Risk:** The company faces risks from potential failures in internal controls, liquidity shortfalls, and cybersecurity threats that could disrupt operations and cause financial loss[187](index=187&type=chunk)[189](index=189&type=chunk)[193](index=193&type=chunk) [Item 1B. Unresolved Staff Comments](index=47&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) No unresolved staff comments are reported - Not Applicable[207](index=207&type=chunk) [Item 1C. Cybersecurity](index=47&type=section&id=Item%201C.%20Cybersecurity) The Company maintains a comprehensive cybersecurity program, overseen by the Board, which has not yet experienced a material incident, though risks remain - The company has an integrated cybersecurity program to protect sensitive information, but acknowledges that no incident to date has had a material impact on its financial condition or operations[208](index=208&type=chunk) - Risk management oversight is provided by the Board of Directors and the Information Security Planning Committee (ISPC), which receives monthly reports and reviews major technology policies and business continuity plans at least annually[209](index=209&type=chunk) [Item 2. Properties](index=47&type=section&id=Item%202.%20Properties) The Bank operates through one administrative office and seven leased branches in New York City, with leases expiring between December 2025 and December 2028 Branch and Office Locations | Type | Address | City/State | Lease Expiration | | :--- | :--- | :--- | :--- | | Main Branch | 75 West 125th Street | New York, NY | Feb 2028 | | Crown Heights Branch | 1009-1015 Nostrand Avenue | Brooklyn, NY | Dec 2025 | | St. Albans Branch | 115-02 Merrick Boulevard | Jamaica, NY | Feb 2026 | | Malcolm X Blvd. Branch | 142 Malcolm X Boulevard | New York, NY | Apr 2026 | | Atlantic Terminal Branch | 4 Hanson Place | Brooklyn, NY | Apr 2029 | | Flatbush Branch | 833 Flatbush Avenue | Brooklyn, NY | Aug 2027 | | Restoration Plaza | 1392 Fulton Street | Brooklyn, NY | Oct 2025 | | Administrative Office | 1825 Park Avenue | New York, NY | Dec 2028 | [Item 3. Legal Proceedings](index=48&type=section&id=Item%203.%20Legal%20Proceedings) The Company is involved in routine legal proceedings, none of which are expected to materially impact its financial condition or operations - The Company is not involved in any pending legal proceedings, other than routine matters in the ordinary course of business, that are expected to have a material impact[213](index=213&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Not Applicable[214](index=214&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=48&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) CARV common stock trades on NASDAQ, with **5,283,564 shares outstanding**; no cash dividends are currently paid, and a private placement of **116,766 shares** occurred in November 2024 - The Company's common stock (CARV) is traded on the NASDAQ Capital Market, with **5,283,564 shares outstanding** as of March 31, 2025[216](index=216&type=chunk) - The Company does not currently pay a quarterly cash dividend, and payments are restricted by OCC and FRB regulations[217](index=217&type=chunk)[218](index=218&type=chunk) - In November 2024, the Company sold **116,766 shares** of common stock to certain directors in a private placement, raising gross proceeds of **$0.2 million**[223](index=223&type=chunk) [Item 6. [Reserved]](index=49&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=49&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The Company reported a **$13.7 million net loss** in fiscal 2025, driven by decreased net interest income, lower non-interest income, and increased expenses, with total assets declining to **$730.0 million** and equity falling **30.0%** [Executive Summary](index=49&type=section&id=Executive%20Summary) Carver reported a **$13.7 million net loss** in fiscal 2025, exacerbated by high interest rates and a challenging New York City economy, leading to a new OCC-mandated strategic plan - Net loss for fiscal 2025 was **$13.7 million**, a significant increase from the **$3.0 million loss** in fiscal 2024[225](index=225&type=chunk) - The business climate remains challenging due to high interest rates and slower economic growth in New York City, which has an unemployment rate of **5.1%**, exceeding the national average[226](index=226&type=chunk) - A Formal Agreement was entered into with the OCC on May 14, 2025, mandating a new three-year strategic plan to improve and sustain the Bank's earnings[228](index=228&type=chunk)[231](index=231&type=chunk) [Comparison of Financial Condition](index=58&type=section&id=Comparison%20of%20Financial%20Condition) Total assets decreased **3.5%** to **$730.0 million**, gross loans fell **1.5%** to **$613.7 million**, and total equity declined **30.0%** to **$29.6 million** due to the net loss - Total assets decreased by **$26.8 million** (**3.5%**) to **$730.0 million** at March 31, 2025[259](index=259&type=chunk) - Gross loans decreased by **$9.2 million** (**1.5%**) to **$613.7 million**, as payoffs of **$63.3 million** outpaced **$54.5 million** in originations and purchases[262](index=262&type=chunk) - Total deposits increased by **$14.8 million** (**2.3%**) to **$661.8 million**, while advances from FHLB-NY and other borrowings decreased by **$26.3 million** (**56.6%**)[263](index=263&type=chunk)[264](index=264&type=chunk)[266](index=266&type=chunk) - Total equity decreased by **$12.7 million** (**30.0%**) to **$29.6 million**, mainly due to a net loss of **$13.7 million**[267](index=267&type=chunk) [Comparison of Operating Results](index=59&type=section&id=Comparison%20of%20Operating%20Results) The net loss widened to **$13.7 million** in fiscal 2025, driven by a **15.0% decrease** in net interest income, a **53.7% drop** in non-interest income, and an **8.1% increase** in non-interest expense - Net interest income decreased by **$3.4 million** (**15.0%**) to **$19.2 million**, as interest expense on deposits rose by **$3.9 million** due to higher rates and balances in certificates of deposit[269](index=269&type=chunk)[271](index=271&type=chunk) - The provision for credit loss was **$1.2 million**, compared to **$83 thousand** in the prior year, reflecting deteriorating credit quality as nonaccrual loans increased[272](index=272&type=chunk) - Non-interest income decreased by **$3.6 million** (**53.7%**) to **$3.1 million**, primarily because the prior year included **$2.4 million** in grant income from the CDFI Fund's Equitable Recovery Program[274](index=274&type=chunk) - Non-interest expense increased by **$2.6 million** (**8.1%**) to **$34.8 million**, due to higher costs for employee compensation, occupancy, equipment, and legal fees[275](index=275&type=chunk) [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains liquidity with **$50.3 million** in cash, **$30.4 million** FHLB-NY borrowing capacity, and an undrawn **$25.0 million** green energy revolving loan facility - Cash and cash equivalents decreased by **$8.7 million** to **$50.3 million** in fiscal 2025[280](index=280&type=chunk)[283](index=283&type=chunk) - The Bank has an additional borrowing capacity of **$30.4 million** from the FHLB-NY and an undrawn **$25.0 million** revolving loan facility for green energy financing[278](index=278&type=chunk)[279](index=279&type=chunk) - A reserve of **$80 thousand** is maintained for potential mortgage representation and warranty liabilities from loans sold to FNMA between 2004 and 2009[285](index=285&type=chunk) - As of March 31, 2025, the Bank had **$4.4 million** in outstanding off-balance sheet commitments to extend credit[287](index=287&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate volatility, with analysis detailed in Item 7 - The discussion of market risk is located within Item 7 of the report[292](index=292&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=63&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for fiscal years 2025 and 2024, including an unqualified auditor's opinion and detailed notes [Report of Independent Registered Public Accounting Firm](index=63&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) BDO USA, P.C. issued an unqualified opinion on the financial statements, identifying the Allowance for Credit Losses (ACL) as a critical audit matter due to significant management judgment - The auditor issued an unqualified opinion on the consolidated financial statements for the years ended March 31, 2025, and 2024[293](index=293&type=chunk) - The Allowance for Credit Losses (ACL) was identified as a Critical Audit Matter, highlighting the significant management judgment involved in determining the economic condition factor[297](index=297&type=chunk)[299](index=299&type=chunk) [Consolidated Statements of Financial Condition](index=66&type=section&id=Consolidated%20Statements%20of%20Financial%20Condition) Total assets decreased to **$730.0 million** and total equity declined to **$29.6 million** as of March 31, 2025, reflecting changes in financial position Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $50,315 | $59,025 | | Total loans receivable, net | $607,347 | $617,007 | | Total investment securities | $46,272 | $50,038 | | **Total Assets** | **$729,991** | **$756,796** | | **Liabilities & Equity** | | | | Total deposits | $661,837 | $646,999 | | Borrowed money | $20,243 | $46,536 | | **Total Liabilities** | **$700,413** | **$714,487** | | **Total Equity** | **$29,578** | **$42,309** | [Consolidated Statements of Operations](index=67&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a net loss of **$13.7 million** in fiscal 2025, an increase from **$3.0 million** in 2024, due to reduced net interest income and higher expenses Consolidated Income Statement Highlights (in thousands) | Account | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Net interest income | $19,151 | $22,561 | | Provision for credit losses | $1,191 | $83 | | Non-interest income | $3,086 | $6,723 | | Non-interest expense | $34,790 | $32,178 | | **Net Loss** | **($13,744)** | **($2,977)** | | **Basic Loss Per Share** | **($2.65)** | **($0.61)** | [Notes to Consolidated Financial Statements](index=71&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail accounting policies, investment securities, loan portfolio, deposits, borrowings, equity, regulatory capital, and commitments, providing crucial financial context - **Note 2 (Accounting Policies):** The Allowance for Credit Losses (ACL) is a critical accounting estimate based on historical experience, current conditions, and reasonable forecasts, using a discounted cash flow (DCF) methodology for most loan pools[335](index=335&type=chunk) - **Note 4 (Loans):** Details the loan portfolio breakdown, showing a decrease in total loans to **$613.7 million**, and provides extensive tables on credit quality, nonaccrual loans, and past-due loans, highlighting a significant increase in non-performing and substandard loans in FY2025[372](index=372&type=chunk)[376](index=376&type=chunk)[386](index=386&type=chunk) - **Note 9 (Borrowings):** FHLB advances decreased to **$1.8 million** from **$28.0 million**, while subordinated debt securities remained at **$13.4 million**, with the company deferring the June 2025 interest payment[403](index=403&type=chunk)[405](index=405&type=chunk) - **Note 12 (Equity & Capital):** The Bank's capital levels exceeded the minimum regulatory requirements to be considered "well capitalized" but did not meet its higher Individual Minimum Capital Ratio (IMCR) requirements as of March 31, 2025[426](index=426&type=chunk)[428](index=428&type=chunk) - **Note 21 (Subsequent Events):** Reinforces the details of the May 14, 2025 Formal Agreement with the OCC, requiring a new three-year strategic plan to improve earnings[476](index=476&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=110&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure were reported - None[478](index=478&type=chunk) [Item 9A. Controls and Procedures](index=110&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of March 31, 2025, with no material changes in Q4 fiscal 2025 - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[481](index=481&type=chunk) - Based on the COSO framework, management determined that internal control over financial reporting was effective as of March 31, 2025[483](index=483&type=chunk) - No material changes were made to the company's internal control over financial reporting during the fourth quarter of fiscal 2025[485](index=485&type=chunk) [Item 9B. Other Information](index=111&type=section&id=Item%209B.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading plans during the fourth quarter of fiscal 2025 - No directors or executive officers adopted or terminated Rule 10b5-1 trading plans in the fourth quarter of fiscal 2025[486](index=486&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=111&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the Company - Not Applicable[487](index=487&type=chunk) Part III [Item 10. Directors, Executive Officers of the Registrant and Corporate Governance](index=112&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20of%20the%20Registrant%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the Company's 2024 Proxy Statement - Information is incorporated by reference from the company's Proxy Statement[488](index=488&type=chunk)[489](index=489&type=chunk) [Item 11. Executive Compensation](index=112&type=section&id=Item%2011.%20Executive%20Compensation) Executive and director compensation information is incorporated by reference from the Company's definitive proxy statement - Information is incorporated by reference from the company's Proxy Statement[490](index=490&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=112&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership details for beneficial owners and management are incorporated by reference from the Company's definitive proxy statement - Information is incorporated by reference from the company's Proxy Statement[491](index=491&type=chunk) [Item 13. Certain Relationships and Related Transactions and Director Independence](index=112&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the Company's definitive proxy statement - Information is incorporated by reference from the company's Proxy Statement[492](index=492&type=chunk) [Item 14. Principal Accountant Fees and Services](index=112&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services from BDO USA, P.C. is incorporated by reference from the Company's definitive proxy statement - Information is incorporated by reference from the company's Proxy Statement[493](index=493&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=112&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists documents filed with the Form 10-K, including consolidated financial statements from Item 8, and refers to the Exhibit Index - This section lists the consolidated financial statements included in Item 8 and refers to the Exhibit Index for all other required filings[495](index=495&type=chunk)[497](index=497&type=chunk) [Item 16. Form 10-K Summary](index=114&type=section&id=Item%2016.%20Form%2010-K%20Summary) No summary is provided under this item - None[496](index=496&type=chunk)

Investment Rating - The report maintains an "Outperform" rating for the pharmaceutical and biotechnology industry [2] Core Insights - The Chinese innovative drug sector is entering a harvest period, with a focus on technological innovation and business development (BD) potential [5] - Companies such as Sangfor Biopharma, Kexing Pharmaceutical, and Yifang Biotech are highlighted for their strong growth prospects and innovative pipelines [4][5] Summary by Sections 1. Chinese Innovative Drugs Entering Harvest Period - **Sangfor Biopharma**: Core products are showing steady growth, and the innovative pipeline is gradually yielding results. The PD-1/VEGF dual antibody AK112 has become the first drug to outperform K drug in head-to-head Phase III clinical trials, enhancing the development enthusiasm for PD(L)-1/VEGF dual antibodies. The company has three ongoing clinical trials demonstrating excellent efficacy and BD potential [7][8] - **Kexing Pharmaceutical**: The CAR-T therapy shows significant potential, with its first product, CT053, approved for treating multiple myeloma in February 2024. Another product, CT041, is a potential first-in-class CAR-T for Claudin18.2, with a Phase II trial for gastric cancer completed. The company is well-positioned in the universal CAR-T technology space [11][12] - **Yifang Biotech**: The drug D-2570 shows promising data for treating psoriasis, with clinical results indicating significant efficacy compared to placebo. The drug is in Phase II trials and ranks third among domestic products, with a large patient population and a competitive landscape [14][15] 2. Weekly Market Review and Hotspot Tracking (March 31 - April 3, 2025) - The pharmaceutical and biotechnology sector index rose by 1.2%, outperforming the CSI 300 index by 2.57%. Year-to-date, the sector index has increased by 4.77%, also outperforming the CSI 300 index by 6.64 [16][18] - The top five performing stocks during this period included Duorui Pharmaceutical (up 56.32%), Weisi Medical (up 31.80%), and Hasanlian (up 31.15%) [29][32] 3. Overall Investment Strategy and Allocation Thoughts - The development of AI is driving the widespread adoption of AI in healthcare, with many medical companies exploring AI applications. Companies with extensive patient data and those with health insurance data are expected to have significant application potential. The report suggests focusing on innovative drugs and companies with a turning point in fundamentals [4][5]

Financial Performance - The company reported a net loss of $5.6 million for the three months ended December 31, 2024, compared to net income of $19 thousand for the same period in the prior year[167]. - Total equity decreased by $10.0 million, or 23.6%, to $32.3 million at December 31, 2024, resulting from a net loss of $10.0 million[163]. - Non-interest income decreased by $1.5 million, or 60.0%, to $1.0 million for the three months ended December 31, 2024, compared to $2.5 million in the prior year quarter[188]. - Non-interest expense increased by $1.4 million, or 17.3%, to $9.5 million for the three months ended December 31, 2024, compared to $8.1 million in the prior year quarter[189]. - Net interest income decreased by $2.5 million, or 45.5%, to $3.0 million for the three months ended December 31, 2024, compared to $5.5 million for the same quarter last year[172]. - Interest income decreased by $1.7 million, or 20.0%, to $6.8 million for the three months ended December 31, 2024, compared to $8.5 million for the prior year quarter[176]. - The net interest margin decreased to 1.63% for the three months ended December 31, 2024, down from 3.03% in the prior year[176]. - The average interest rate spread decreased to 2.14% for the nine months ended December 31, 2024, down from 2.66% in the prior year[175]. Asset and Liability Management - Total assets decreased by $29.3 million, or 3.9%, to $727.5 million as of December 31, 2024, from $756.8 million at March 31, 2024[156]. - Total liabilities decreased by $19.2 million, or 2.7%, to $695.3 million at December 31, 2024, due to a $10.1 million decrease in total deposits[160]. - The Bank's cash and cash equivalents totaled $50.0 million at December 31, 2024, down from $59.0 million at March 31, 2024[140]. - During the nine months ended December 31, 2024, total cash and cash equivalents decreased by $9.0 million, reflecting cash used in operating activities of $6.4 million and cash used in financing activities of $18.1 million[143]. - Net borrowings decreased by $8.2 million, or 17.6%, to $38.3 million at December 31, 2024, compared to $46.5 million at March 31, 2024[138]. - Advances from the FHLB-NY and other borrowed money decreased by $8.2 million, or 17.6%, to $38.3 million at December 31, 2024[162]. Credit Quality and Allowance for Credit Losses - The allowance for credit losses (ACL) increased to $6.1 million as of December 31, 2024, compared to $5.9 million as of December 31, 2023[180]. - The company recorded a provision for credit losses of $817 thousand for the nine months ended December 31, 2024, compared to a provision of $77 thousand for the prior year period[181]. - Net charge-offs for the nine months ended December 31, 2024, were $631 thousand, compared to $77 thousand in the prior year[181]. - The allowance for credit losses (ACL) was $6.1 million at December 31, 2024, with a ratio of ACL to nonaccrual loans at 26.6%, down from 49.9% at March 31, 2024[182]. - Non-performing assets reached $22.9 million, or 3.1% of total assets, compared to $11.8 million, or 1.6% at March 31, 2024[186]. - The ratio of nonaccrual loans to total loans was 3.73% as of December 31, 2024, compared to 2.77% at September 30, 2024[186]. - The allowance to total loans ratio was 0.99% at December 31, 2024, slightly up from 0.94% at March 31, 2024[186]. Capital and Regulatory Compliance - Carver Federal's Tier 1 leverage capital ratio was 9.03% and total risk-based capital ratio was 12.14% as of December 31, 2024, exceeding regulatory requirements[148]. - The Company has a $25.0 million revolving unsecured loan facility to support green initiatives, which has not been drawn upon as of December 31, 2024[139]. Loan Portfolio and Lending Practices - Carver Federal's loan portfolio segments include one-to-four family loans and multifamily loans, with specific underwriting guidelines and risk assessments[133][134]. - The Bank's multifamily loans require a debt service coverage ratio of at least 1.30x and a maximum loan-to-value ratio of 70%[134]. - The maximum loan-to-value (LTV) ratio on commercial real estate loans is generally 70%[136]. - The Bank's primary lending market includes Kings, Bronx, and Queens Counties in New York City, facing significant competition from larger financial institutions[127]. - The Bank's community involvement and targeted services help it compete in historically underserved areas[128]. - The Bank had $2.6 million in subprime loans, accounting for 0.4% of its total loan portfolio, with $0.7 million classified as non-performing loans[187]. - Modified loans to borrowers experiencing financial difficulty totaled $6.0 million, with $5.7 million classified as performing[184]. Stock and Shareholder Activity - As of December 31, 2024, Carver Federal repurchased 11,744 shares of its common stock at an average price of $235.80 per share[136]. - The Company sold an aggregate of 397,367 shares of common stock for approximately $3.1 million during fiscal year 2022[141].

Core Insights - Carver Bancorp, Inc. has re-elected Jillian E. Joseph and Kenneth J. Knuckles to its Board of Directors, reflecting shareholder support for the company's turnaround strategy [1][2][3] Company Overview - Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a certified Community Development Financial Institution (CDFI) and designated Minority Depository Institution (MDI) [4] - Founded in 1948, Carver aims to serve historically underserved communities in New York, providing access to mainstream financial services [4] Strategic Focus - The company is committed to enhancing profitability and shareholder value through targeted strategic initiatives and operational goals [3] - A comprehensive transformation plan is being developed to strengthen top-line performance while reducing risks and expenses [3] - The strategy includes growing the core business, expanding operational capacity, and investing in technology to improve efficiency and customer service [3] Board and Management - The Board of Directors includes Lewis P. Jones III (Chairman), Colvin W. Grannum, Craig C. MacKay, Dr. Pazel G. Jackson, Jr., and Robin L. Nunn, alongside the re-elected directors [3][5] - Donald Felix has been appointed as the new CEO, tasked with accelerating the implementation of the company's strategy [3] Recent Actions - The company approved its 2024 Equity Incentive Plan, which allows for stock-based awards to officers, employees, and directors [5] - BDO USA, LLP has been ratified as the independent auditors for the fiscal year ending March 31, 2025 [5]

Core Points - Approximately 70% of retail shareholders voted for new nominees Jeffrey "Jeff" Anderson and Jeffrey Bailey for the Board of Directors at Carver Bancorp's Annual Meeting [1][4] - Concerns were raised regarding the Board's decision to extend the voting period by 45 minutes, which was seen as an attempt to influence the outcome [2][3] - Dream Chasers Capital Group is demanding transparency from the Board, including real-time voting totals and disclosure of any high-pressure sales tactics used to sway votes [5][6] Summary by Sections Voting Results - Preliminary results indicate that around 70% of retail shareholders supported the election of Anderson and Bailey, excluding votes from the Dream Chasers Group [1][4] Board Conduct - The voting was extended for an additional 45 minutes, raising suspicions about the Board's intentions and the integrity of the voting process [2][3] - Dream Chasers expressed that conducting a vote under such circumstances is not appropriate for the new CEO, Donald Felix, and emphasized the need for transparency [3][4] Demands from Dream Chasers - Dream Chasers is calling for the public disclosure of real-time voting totals in 15-minute increments during the meeting [5] - They are requesting a full accounting of any high-pressure sales calls made to large shareholders, including any promises or assurances given [6] - The group insists that the Board should appoint Anderson and Bailey to acknowledge the shareholders' intent and to ensure future decisions reflect shareholder perspectives [8]

Core Viewpoint - Dream Chasers Capital Group is urging institutional shareholders to support nominees Jeffrey "Jeff" Anderson and Jeffrey Bailey for the Board of Directors of Carver Bancorp, emphasizing the need for change due to the company's prolonged poor performance and significant shareholder value decline [1][2][4]. Financial Performance - Carver Bancorp has reported losses totaling nearly $25 million over the last decade, with only one year of annual profit in that period, primarily due to a one-time gain from the sale of its headquarters [3][9]. - Shareholders have experienced a 79% decline in total shareholder return over the past ten years [3][9]. Governance Concerns - Institutional Shareholder Services (ISS) has indicated that Carver's long history of total shareholder return (TSR) and operational underperformance suggests a need for a strategic rethink and improved execution [4][12]. - The current Board's governance framework is criticized for not aligning with the best interests of shareholders [4]. Call to Action - Dream Chasers is encouraging all shareholders to vote for change by supporting the independent nominees, highlighting their qualifications and commitment to improving Carver's profitability and community service [8][13]. - The letter emphasizes that continued support for the current Board is counterproductive and detrimental to both the community and Carver itself [7][10].

Core Viewpoint - Dream Chasers Capital Group is urging shareholders of Carver Bancorp to support the election of Mr. Jeffrey "Jeff" Anderson and Mr. Jeffrey Bailey to the Board of Directors, emphasizing the need for change to improve the company's financial performance and governance [1][2]. Group 1: Financial Performance and Governance - Carver Bancorp has experienced significant financial decline, with over $25 million in losses over the last decade and a 79% decrease in shareholder value [8][21]. - The current Board, particularly members Kenneth Knuckles and Jillian Joseph, has been criticized for poor performance, with returns of -78% and -45% respectively during their tenures [10][11]. - Dream Chasers argues that the existing Board is more focused on maintaining the status quo rather than implementing necessary changes for growth and profitability [4][6]. Group 2: Nominee Qualifications - Mr. Jeffrey "Jeff" Anderson has over 30 years of banking experience, including roles at major financial institutions, and has overseen $100 billion in assets [12]. - Mr. Jeffrey Bailey is noted as a successful entrepreneur and the largest individual shareholder of Carver, with a commitment to enhancing shareholder value [13]. - The current Board's claims about the nominees lacking relevant experience are countered by highlighting that the existing members have no banking experience and have not performed well [7][9].

Core Viewpoint - Carver Bancorp, Inc. reported a second quarter loss of $2.1 million, an increase from a $1.48 million loss in the same quarter of 2023, highlighting ongoing financial struggles and prompting calls for change in leadership [1][2][3] Financial Performance - Carver has accumulated $25 million in losses over the last ten years, resulting in an approximately 80% drop in stock price [1][9] - A $10,000 investment in Carver in 2014 would now be worth only about $2,000 [1][9] Leadership Change Proposal - Dream Chasers Capital Group is urging shareholders to vote for the election of Mr. Jeffrey "Jeff" Anderson and Mr. Jeffrey Bailey to the Board of Directors, while withholding votes for non-performing directors [1][3] - The current Board has been criticized for failing to deliver shareholder value over the past decade, necessitating new leadership [3] Qualifications of Proposed Directors - Mr. Anderson is noted for his experience as the former CFO of J.P. Morgan's Northeast Region Retail Banking, overseeing $100 billion in assets [3] - Mr. Bailey is recognized as a successful business owner and Carver's largest individual shareholder, expected to lead initiatives for profitability and shareholder value enhancement [3]

Financial Performance - Carver Bancorp, Inc. had approximately $748.8 million in assets as of September 30, 2024[123]. - Total assets decreased by $8.0 million, or 1.1%, to $748.8 million as of September 30, 2024, compared to $756.8 million at March 31, 2024[159]. - Total equity decreased by $2.4 million, or 5.7%, to $39.9 million at September 30, 2024, due to a net loss of $4.3 million for the six-month period[166]. - The Company reported a net loss of $2.1 million for the three months ended September 30, 2024, compared to a net loss of $1.6 million for the comparable prior year quarter[170]. - Non-interest income decreased by $0.9 million, or 60.0%, to $0.6 million for the three months ended September 30, 2024, compared to $1.5 million for the prior year quarter[194]. - Net interest income increased by $0.6 million, or 11.1%, to $6.0 million for the three months ended September 30, 2024, compared to $5.4 million for the same quarter last year[177]. - Net interest income for the six months ended September 30, 2024, was $11.5 million, an increase from $10.9 million in the prior year[182]. Capital and Liquidity - The Bank's Tier 1 leverage capital ratio was 9.48% as of September 30, 2024, exceeding the minimum regulatory requirement of 9%[153]. - The total risk-based capital ratio was 12.78% at September 30, 2024, above the individual minimum capital requirement of 12%[152]. - Cash and cash equivalents totaled $54.5 million at September 30, 2024, down from $59.0 million at March 31, 2024, reflecting a decrease of $4.5 million[145]. - Total cash and cash equivalents decreased by $4.5 million, or 7.6%, from $59.0 million at March 31, 2024, to $54.5 million at September 30, 2024[160]. Loan Portfolio and Credit Quality - Carver Federal's loan portfolio segments include one-to-four family, multifamily, commercial real estate, construction, and business loans[133][134][135][136][137]. - Gross portfolio loans decreased by $3.7 million, or 0.6%, to $619.2 million at September 30, 2024, primarily due to attrition and payoffs of $30.1 million[162]. - Nonaccrual loans totaled $17.1 million, or 2.3% of total assets, as of September 30, 2024, compared to $11.8 million, or 1.6% of total assets at March 31, 2024[188]. - The allowance for credit losses (ACL) was $6.2 million at September 30, 2024, representing a ratio of ACL to total loans of 1.01%[188]. - The provision for credit losses was $461 thousand for the three months ended September 30, 2024, compared to $168 thousand for the prior year quarter[186]. - The Bank had $2.6 million in subprime loans, representing 0.4% of its total loan portfolio, with $0.7 million classified as non-performing[193]. Interest Income and Expense - Interest income increased by $1.8 million, or 22.5%, to $9.8 million for the three months ended September 30, 2024, compared to $8.0 million for the prior year quarter[182]. - Interest expense rose by $1.2 million, or 46.2%, to $3.8 million for the three months ended September 30, 2024, compared to $2.6 million for the prior year quarter[183]. - The average interest rate spread was 2.75% for the three months ended September 30, 2024, compared to 2.64% in the prior year[182]. Community Engagement and Competition - The Bank received an "Outstanding" rating from the OCC, with 90% of loans made within its assessment area[123]. - The Company aims to expand wealth-enhancing opportunities in underserved communities through increased access to capital[123]. - The Bank's community involvement and targeted services help it compete against larger financial institutions[128]. - The Bank faces significant competition from commercial banks, savings institutions, and credit unions in its market areas[127]. Borrowings and Advances - Net borrowings decreased by $8.2 million, or 17.6%, to $38.3 million at September 30, 2024, from $46.5 million at March 31, 2024[143]. - Advances from the FHLB-NY and other borrowed money decreased by $8.2 million, or 17.6%, to $38.3 million at September 30, 2024[165]. - The Bank secured a $1.8 million 12-month fixed-rate advance through the FHLB-NY 0% Development Advance Program during the first quarter of the current fiscal year[143]. - The Company entered into a $25.0 million revolving unsecured long-term loan to support green energy initiatives[144]. Operational Efficiency - The efficiency ratio was 125.11% for the three months ended September 30, 2024, compared to 120.66% for the same period in 2023[172]. - Non-interest expense decreased by $0.1 million, or 1.2%, to $8.2 million for the three months ended September 30, 2024, while increasing by $0.4 million, or 2.5%, to $16.4 million for the six months ended September 30, 2024[195]. Asset Quality - As of September 30, 2024, non-performing assets totaled $17.2 million, or 2.3% of total assets, up from $11.8 million, or 1.6% of total assets at March 31, 2024[192]. - Total nonaccrual loans amounted to $17.1 million, an increase from $10.3 million in the previous quarter, with nonaccrual loans to total loans ratio at 2.77%[192]. - Modified loans to borrowers experiencing financial difficulty totaled $6.0 million, with $5.7 million classified as performing[190]. - Allowance to total loans was 1.01% as of September 30, 2024, compared to 0.95% in the previous quarter[192]. - Allowance to nonaccrual loans was 36.45%, down from 57.79% in the previous quarter[192]. Disclosure and Governance - The Company maintains effective disclosure controls and procedures as of September 30, 2024[198].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-13007 CARVER BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 13-3904174 (State or Other Jurisdiction of Incor ...