Core Viewpoint - Carver Bancorp, Inc. has announced its decision to voluntarily deregister its common stock with the SEC and delist from Nasdaq, transitioning to the OTCQX Market, which is expected to provide greater flexibility and reduce expenses [1][2][4]. Group 1: Delisting and Deregistration Process - The company plans to file a Form 25 with the SEC around November 28, 2025, with the last trading day on Nasdaq anticipated to be around December 5, 2025 [2]. - Following the delisting, the common stock is expected to be quoted on the OTCQX Market starting December 8, 2025, under the symbol "CARV" [2]. - A Form 15 will be filed with the SEC on or about December 8, 2025, which will suspend the company's obligation to file periodic reports immediately and terminate it 90 days after the filing [3]. Group 2: Strategic Rationale - The Board of Directors believes that this decision is in the best interests of the company and its stockholders, facilitating the execution of the strategic plan and reducing expenses [4]. - The transition to OTC aligns with the company's profile and provides greater flexibility to pursue initiatives that support long-term growth and enhanced capital [8]. - The move is expected to reduce recurring operating expenses while maintaining financial disclosure integrity [8]. Group 3: Company Background - Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, which serves historically underserved communities in New York and is designated as a Community Development Financial Institution (CDFI) [6]. - Founded in 1948, Carver is one of the largest African- and Caribbean-American-managed banks in the U.S., with an online banking presence across nine states [6].

Q3 2025 Performance Highlights - Comparable store sales grew by 30% year-over-year[39] - Adjusted gross margin increased to 448%, a 257 basis points increase year-over-year[39] - Adjusted SG&A margin improved to 404%, a 110 basis points decrease year-over-year[45] - Adjusted operating income margin was 44%, a 368 basis points increase year-over-year[45] - Adjusted diluted earnings per share reached $092[42] - Net sales reached $20 billion, a 52% decrease year-over-year[39] Strategic Initiatives - Store availability targeted to reach the high 90%s range, with Q3 2025 achieving 96% to 97%[22] - Distribution center consolidation plan aims for 16 DCs by the end of 2025, compared to 38 at the end of 2023[25] - Market hub expansion is accelerating, with 14 openings planned in 2025, totaling 33 hubs by the end of 2025 and targeting 60 by mid-2027[30] - The company expects to open at least 100 new stores over the next two years[35] FY 2025 Guidance - Net sales are projected to be between $8550 million and $8600 million[48] - Comparable store sales are expected to grow by 070% to 130%[48]

Financial Performance & Forecast - The company reported a net loss of $36 million, but an adjusted net loss of $23 million for Q3 2025[31] - Diluted loss per common share was $(0.11), with an adjusted diluted loss of $(0.07)[31] - The forecast for 2025 includes a net interest income of $1.7 billion to $1.75 billion and an adjusted diluted EPS of ($0.41) to ($0.36)[33] - The company anticipates a return to profitability in the fourth quarter of 2025[30] Commercial Banking & Loan Portfolio - Commercial & Industrial (C&I) loans held for investment totaled $14.874 billion as of September 30, 2025, with a quarterly increase of $448 million, or 3.1%[10] - Specialized Industries & Corporate/Regional Commercial Banking saw a $1.108 billion increase, or 27.5% QoQ, reaching $5.142 billion[10] - Multi-family loans held-for-investment decreased by $1.5 billion, or 4.6% QoQ[9] - CRE (Commercial Real Estate) decreased by $0.5 billion, or 4.4% QoQ[9] Asset Quality & Capital - Net charge-offs decreased by $44 million, reducing the net charge-off ratio by 26 basis points to 0.46%[9] - The Common Equity Tier 1 (CET1) ratio stands at 12.45%[47] - Deposits decreased by $0.6 billion, or 0.9% quarter over quarter, primarily driven by a $2.0 billion decrease in brokered deposits[53]

Financial Data and Key Metrics Changes - In Q2 2025, comparable store sales decreased by 3% compared to the prior year period, with a noted decline of 2.2% in the first five weeks of the quarter [11][12] - Revenue for the quarter was $557 million, with a net income of $11 million or $0.32 per diluted share, and adjusted EBITDA of $130 million, resulting in an adjusted EBITDA margin of 23% [13][14] - The company generated $34 million in operating cash flow during the quarter, ending with $12 million in cash and $443 million in total liquidity [13][14] Business Line Data and Key Metrics Changes - The special events business saw a revenue increase of nearly 10% year-over-year, contributing positively to overall performance [25] - The company opened three new stores in Q2 and has a total of eight new store openings year to date, with expectations for 11 new store openings in fiscal 2025 [17][18] Market Data and Key Metrics Changes - The company is focusing on international franchising as a growth driver, with agreements for over 35 additional stores in the coming years [18] - The company has seen a significant improvement in its special events business, which is driving brand engagement and awareness [25] Company Strategy and Development Direction - The management is committed to reinforcing a guest-first culture, delivering memorable experiences, and driving growth in sales and shareholder value [9][10] - The strategic focus includes improving marketing effectiveness, enhancing food and beverage offerings, and introducing new games to attract customers [26][28] - The company aims to simplify its marketing message and improve value perception among customers [38][79] Management's Comments on Operating Environment and Future Outlook - Management acknowledges macroeconomic headwinds but believes that delivering value will help the brand prosper [78] - The company is optimistic about improving performance through focused execution and believes the stock is undervalued with significant upside potential [20][32] Other Important Information - The company has implemented a new prototype for remodels that is expected to drive better results at a lower cost [23] - A sale-leaseback transaction for real estate assets has provided approximately $77 million in funds, enhancing liquidity for future investments [16] Q&A Session Summary Question: What are the comparable store sales trends for Q3? - Management did not quantify the numbers but indicated trends are consistent with Q2 [35] Question: Can you elaborate on value perception challenges? - Management believes the confusion in marketing has affected value perception and is working on simplifying messaging [36][38] Question: What are the near-term margin expectations? - Management anticipates moderated EBITDA margins in the second half of the year due to improved top-line performance and fewer one-off costs [44] Question: How is the eat and play combo performing? - The eat and play combo is seeing an 8% to 10% opt-in rate, with food upgrades contributing positively to sales [45] Question: How does the brand's transformation compare to past experiences? - Management sees similarities in brand distinctiveness and value perception challenges but acknowledges the complexity of the entertainment aspect [49][51] Question: What is the outlook on new store growth and CapEx discipline? - Management remains bullish on new store growth, expecting to maintain a 6% to 7% growth rate through new unit additions [53][55] Question: What changes have been made to game pricing? - The company has simplified game pricing to enhance value perception and increase customer dwell time [58][60] Question: Will marketing investments need to increase? - Management believes the current marketing spend is sufficient and will focus on refining the media mix for effectiveness [66] Question: What is the new adjusted EBITDA target? - The new target is set at $675 million, which management believes is achievable within the committed timeline [75]

Financial Data and Key Metrics Changes - Cannae's stock closed at $19.88, trading at a 26.6% discount to NAV per share, which is the narrowest discount in over three years, compared to a near 40% discount when the strategic plan was announced [7][8] - Total operating revenue for the first quarter was $110,000,000, a 6.6% decrease from the prior year [27] - Alight reported total revenue of $528,000,000 for 2025, a 2% decrease from 2024, with a net loss of $1,000,000,000 primarily due to a non-cash impairment of goodwill [24][25] Business Line Data and Key Metrics Changes - Cannae repurchased 7,600,000 shares, approximately 12% of outstanding shares, returning $150,000,000 to shareholders at an average price of $19.71 per share, which is a 30% discount to NAV [12] - Alight's adjusted EBITDA was $127,000,000 for 2025, a 21% increase compared to the prior year quarter [24] - Walk-ins delivered mid single-digit growth in net sales and high single-digit growth in EBITDA compared to the first six months of 2024 [26] Market Data and Key Metrics Changes - AFC Bournemouth finished ninth in the Premier League with 56 points, a club record, and saw match day and commercial revenue increase by 81% since acquisition [16][17] - BKFC completed a $130,000,000 capital raise, with Cannae committing $50,000,000, and plans to renovate the Vitality Stadium, increasing capacity from over 11,000 to approximately 17,000 [15][20] Company Strategy and Development Direction - Cannae's strategic plan focuses on rebalancing the portfolio away from public company investments, investing in attractive companies, and returning capital to shareholders [7][11] - The company aims to close the stock price to NAV gap and deliver long-term NAV growth through share buybacks and dividends [12][13] - Cannae plans to acquire an additional 30% stake in JANNA for $67,500,000, bringing total ownership to 50% [13][14] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term value of the JANNA franchise and the potential for proprietary investment opportunities [39][40] - The company acknowledged challenges in the restaurant segment, particularly with O'Charley's, and is actively working on improvements [28][59] - Management remains committed to executing the strategic plan and believes there is significant upside as they position Cannae as a permanent capital vehicle [63] Other Important Information - Cannae has returned approximately $414,000,000 in total share buybacks and dividends since announcing the strategic plan [13] - The company expects to close the D&B transaction in the third quarter, which will provide significant capital for shareholder returns [9][30] Q&A Session Summary Question: Any decision on capital return related to D&B? - Management is considering options for capital return, including share buybacks and potential tender offers, with $150,000,000 already allocated for buybacks [32][33] Question: Update on public portfolio monetizations? - Management indicated that they have sold about $1,100,000,000 in public securities and are not in a rush to sell remaining public stakes [36] Question: Update on JANNA partnership and investment opportunities? - Management is optimistic about potential investment opportunities arising from the JANNA partnership and is exploring various avenues for capital deployment [39][40] Question: Motivation for continued participation in BKFC capital raises? - Cannae views BKFC as an important investment and plans to continue participating in future capital raises to maintain a significant ownership stake [42][43] Question: Any updates on the annual shareholders meeting? - The date for the upcoming annual shareholders meeting will be announced after the D&B transaction closes, expected later in the fall [45][46]