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): ~~December~~May 1214, ~~2024~~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, New York		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 51.0201 ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

On ~~December~~May 1214, ~~2024~~2025, Carver ~~Bancorp,~~Federal ~~Inc.~~Savings Bank (the “~~Company~~Bank”), ~~held~~the ~~its~~wholly-owned ~~2024~~subsidiary ~~Annual~~of ~~Meeting~~Carver ofBancorp, ~~Stockholders~~Inc. (the “~~Annual Meeting~~Company”), ~~at which the Company’s~~ ~~stockholders~~entered ~~approved~~into ~~the~~a ~~Company’s~~formal ~~2024~~written ~~Equity~~agreement ~~Incentive Plan~~ (the “~~Plan~~Formal Agreement”), ~~which~~with ~~provides for~~ the ~~grant~~Office of ~~stock-based awards to officers, employees and directors of~~ the ~~Company~~Comptroller ~~and Carver Federal Savings Bank. A description~~ of the ~~material~~Currency ~~terms of the Plan is contained in the Company’s Definitive Proxy Statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 31, 2024~~ (the “~~Proxy Statement~~OCC”). The ~~description~~Formal ofAgreement ~~the~~specifically ~~Plan~~provides isthat ~~qualified~~the ~~in its~~Bank ~~entirety~~will bytake ~~reference to~~ the ~~plan~~following ~~document~~actions ~~attached~~within ~~hereto~~the astime ~~Exhibit~~frames specified ~~10.1,~~in ~~which~~the isFormal ~~incorporated by reference into this Item 5.02.~~Agreement:

~~Item~~• ~~5.07~~Establish ~~Submission~~a Compliance Committee of ~~Matters~~its Board of Directors to aspecifically ~~Vote~~monitor ofand ~~Security~~oversee ~~Holders~~the Bank’s compliance with the Formal Agreement. This committee has already been established and is actively underway;

~~Set~~• ~~forth~~Prepare ~~below~~a ~~are~~three-year ~~the~~strategic ~~matters~~plan ~~voted~~for ~~upon at~~ the ~~Annual~~OCC’s ~~Meeting~~review, ~~which~~with ~~are~~such ~~more~~strategic ~~fully~~plan ~~described~~to inestablish ~~the~~objectives ~~Proxy~~specifically ~~Statement,~~focusing ~~and~~on the ~~estimated~~Bank’s ~~preliminary voting~~earnings ~~results~~performance ~~reported~~that bywill ~~the~~include ~~independent~~measures ~~Inspector~~for ofgrowth, ~~Election~~capital, ~~First~~liquidity ~~Coast~~and ~~Results,~~balance ~~Inc.~~sheet ~~(“First~~mix; ~~Coast”).~~and

~~These~~• ~~results~~Prepare ~~are~~an ~~preliminary~~earnings ~~estimates~~program ~~only~~for ~~and~~the ~~are~~OCC’s ~~subject~~review designed to ~~change~~improve ~~based~~and onsustain the ~~certification~~earnings of the ~~voting results by First Coast~~Bank. ~~The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving First Coast’s final certified report.~~

AsThe ofFormal Agreement specifically addresses the ~~record~~items ~~date~~referenced ofabove ~~October~~through ~~15,~~a ~~2024,~~new ~~there~~three-year ~~were~~strategic ~~5,140,872~~plan. ~~shares~~The Bank’s board of directors ~~common~~and ~~stock~~management ~~outstanding~~will ~~and~~address ~~entitled~~these toprovisions ~~notice~~within the required time frames. Further, the Bank’s board of directors and tomanagement ~~vote~~are atfully ~~the~~committed ~~Annual Meeting. Of~~to, ~~the~~as ~~record~~expeditiously ~~date~~as ~~shares~~possible, 3achieving sustainable earnings through a more robust and viable strategic plan,~~346,327~~ ~~shares~~which are part of ~~common~~the ~~stock,~~Bank’s ornew ~~65.09%,~~ongoing ~~were~~operations ~~represented~~and atactions under the ~~Annual~~leadership ~~Meeting~~of its new Chief Executive Officer.

~~Proposal~~The 1.foregoing Todescription ~~elect~~of ~~two~~the ~~directors,~~Formal Agreement is qualified in its entirety by reference to ~~each~~the ~~serve~~Formal ~~for~~Agreement aissued ~~three-year~~to ~~term~~the Bank, which is attached hereto as Exhibit 10.1, and ~~until~~is ~~their~~incorporated ~~respective~~herein ~~successor(s)~~by ~~has~~reference ~~been~~into ~~elected~~this ~~and~~Item ~~qualified~~1.01.

Company’s Board of Director Nominees	For	Withheld
Jillian E. Joseph	1,728,980	1,616,254
Kenneth J. Knuckles	1,669,720	1,675,532

Item 9.01

Financial Statements and Exhibits

Dream Chasers’ Nominees		For		Withheld
(a)	Financial statements of businesses acquired. Not Applicable.
Jeffrey Anderson		1,662,387		1,681,852
(b)	Pro forma financial information. Not Applicable.
Jeffrey John Bailey		1,605,764		1,738,464
(c)	Shell company transactions: Not Applicable.
(d)	Exhibits.
		Exhibit No.	Description
		10.1	Formal Agreement, by and between Carver Federal Savings Bank and the Office of the Comptroller of the Currency, dated May 14, 2025
		104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

Based on the estimated preliminary results, the two directors elected at the Annual Meeting are Jillian E. Joseph and Kenneth J. Knuckles.

Proposal 2. To approve the Carver Bancorp, Inc. 2024 Equity Incentive Plan.

For		Against		Abstain
1,691,468		1,334,841		320,018

The proposal was approved based on the estimated preliminary vote.

Proposal 3. To ratify the appointment of BDO USA, LLP as independent auditors for Carver Bancorp, Inc. for the fiscal year ending March 31, 2025.

For		Against		Abstain
1,926,797		858,184		571,466

The proposal was approved based on the estimated preliminary vote.

Proposal 4. Advisory (non-binding) approval of the compensation of our Named Executive Officers as described in the proxy statement.

For		Against		Abstain
1,171,467		1,648,492		526,366

The proposal was not approved based on the estimated preliminary vote.

No other matters were properly presented for consideration or stockholder action at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Carver Bancorp, Inc. 2024 Equity Incentive Plan (Annex A to the Proxy Statement of Registrant filed October 31, 2024)
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: December 12, 2024	By:	/s/ Isaac Torres
DATE: May 16, 2025	By:	/s/ Donald Felix
		Isaac Torres
		Donald Felix
		Senior Vice President, General Counsel and Corporate Secretary
		Chief Executive Officer

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