DIVESTITURES

9 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

DIVESTITURES

On October 31, 2024, the Company completed the sale of substantially all of the assets and liabilities related to the Bank's commercial insurance premium finance business, a component of the Company's Commercial segment, pursuant to the Asset Purchase and Sale Agreement (the "Purchase Agreement") dated August 28, 2024 with Honor Capital Corporation, a Florida corporation (the "Purchaser"), the successor by assignment to AFS IBEX Financial Services, LLC, and Honor Capital Holdings, LLC as guarantor. The purchase price at closing was based on the net asset value of the assets purchased and liabilities assumed pursuant to the Purchase Agreement plus a $31.2 million premium. The Company has summarized the results of the transaction as follows:


(Dollars in thousands)	December 31, 2024		Settlement Adjustments		June 30, 2025
Assets Purchased and Liabilities Assumed
Cash and cash equivalents	$	4,686	$	—	$	4,686
Loans	594,541		(1,360)		593,181
Premises, furniture, and equipment, net	484		—		484
Total assets purchased	$	599,711	$	(1,360)	$	598,351

Deposits	$	16,760	$	—	$	16,760
Accrued expenses and other liabilities	1,158		120		1,278
Total liabilities assumed	$	17,918	$	120	$	18,038

Net assets purchased	$	581,793	$	(1,480)	$	580,313

Consideration paid at close	603,290		8,223		611,513
Consideration due	9,703		(9,703)		—
Purchase price	612,993		(1,480)		611,513

Premium on transaction	31,200		—		31,200

Other adjustments:
Goodwill derecognition	(11,577)		—		(11,577)
Intangible derecognition	(631)		—		(631)
Building lease derecognition	471		—		471
Deferred loan origination cost derecognition	—		(1,360)		(1,360)
Transaction costs	(3,059)		—		(3,059)
Total other adjustments	(14,796)		(1,360)		(16,156)
Gain on divestitures	$	16,404	$	(1,360)	$	15,044

After final settlement adjustments, the sale resulted in an overall gain of $15.0 million before tax that was recognized within noninterest income on the Company's Condensed Consolidated Statements of Operations. The settlement adjustments during the three months ended March 31, 2025 resulted in a $1.4 million decrease of the previously recognized gain as of December 31, 2024 as a result of certain deferred loan origination costs that were excluded from the final settlement. See Note 8. Goodwill and Intangible Assets and Note 9. Operating Lease Right-of-Use Assets and Liabilities to the Condensed Consolidated Financial Statements for further information on the amounts included in the divestiture.

PATHWARD FINANCIAL, INC. 10-Q