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): ~~May~~ November 145, 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
75 West 125th Street, New York, NY	10027-4512
(Address of Principal Executive Offices)	(Zip Code)	~~(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) ☐x 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 18.01 ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

On ~~May~~November 145, 2025, Carver ~~Federal~~Bancorp, ~~Savings~~Inc. ~~Bank~~ (the “~~Bank~~Company”), the ~~wholly-owned~~parent ~~subsidiary~~company of Carver ~~Bancorp,~~Federal ~~Inc.~~Savings ~~(the “Company”)~~Bank, ~~entered~~ ~~into~~issued a ~~formal~~press ~~written~~release ~~agreement~~announcing (the ~~“Formal~~Company’s ~~Agreement”)~~board modernization ~~with~~initiative. ~~the~~A ~~Office~~copy of the ~~Comptroller~~press ofrelease ~~the~~is ~~Currency~~filed ~~(the~~as ~~“OCC”)~~Exhibit 99.1 ~~The~~hereto ~~Formal~~and ~~Agreement~~incorporated ~~specifically~~herein ~~provides~~by ~~that the Bank will take the following actions within the time frames specified in the Formal Agreement:~~reference.

•Forward-Looking Establish a Compliance Committee of its Board of Directors to specifically monitor and oversee the Bank’s compliance with the Formal Agreement. This committee has already been established and is actively underway;Statements

•This ~~Prepare~~Current aReport ~~three~~on Form 8-~~year~~K ~~strategic~~may ~~plan~~contain ~~for~~certain “forward-looking statements” that represent the ~~OCC~~Company’s ~~review,~~current ~~with~~expectations or beliefs concerning future events. Forward-looking statements can be identified by the use of words such ~~strategic~~as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” and words of similar meaning. Forward-looking statements are, by their nature, subject to ~~establish~~numerous ~~objectives~~risks ~~specifically~~and ~~focusing~~uncertainties. Certain onfactors that could cause actual results to differ materially from expected results include changes in general economic conditions, changes in the ~~Bank~~interest rate environment, changes in prevailing depository institution stock prices, the evolution of the depository institution merger market, changes to the Company’s ~~earnings~~strategic ~~performance~~plan, legislative and regulatory changes that ~~will~~adversely ~~include~~affect ~~measures~~the ~~for~~business ~~growth,~~of the ~~capital~~Company and its wholly-owned subsidiary, ~~liquidity~~Carver Federal Savings Bank, and ~~balance~~changes ~~sheet~~in ~~mix;~~the securities markets. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this Current Report on Form 8-K or made elsewhere from time to time by the Company or on its behalf. The Company disclaims any obligation to update such forward-looking statements.

•Additional ~~Prepare~~Information anand ~~earnings~~Where ~~program for the OCC’s review designed~~ to ~~improve~~Find ~~and sustain the earnings of the Bank.~~it

The ~~Formal~~Company ~~Agreement~~intends ~~specifically~~to ~~addresses~~file with the ~~items~~SEC ~~referenced~~a ~~above~~definitive proxy ~~through~~statement on Schedule 14A, containing a ~~new~~form ~~three-year~~of ~~strategic~~WHITE ~~plan.~~proxy ~~The~~card, ~~Bank~~with respect to its solicitation of proxies for the Company’s 2025 ~~board~~Annual Meeting of Stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR ~~directors~~SUPPLEMENTS ~~and~~THERETO) ~~management~~FILED ~~will~~BY ~~address~~THE ~~these~~COMPANY ~~provisions~~AND ~~within~~ANY ~~the~~OTHER ~~required~~RELEVANT ~~time~~DOCUMENTS ~~frames.~~FILED ~~Further,~~WITH ~~the~~THE ~~Bank’s~~SEC ~~board~~WHEN ofTHEY ~~directors~~BECOME ~~and~~AVAILABLE ~~management~~CAREFULLY ~~are~~AND IN ~~fully~~THEIR ~~committed~~ENTIRETY ~~to,~~BECAUSE asTHEY ~~expeditiously~~WILL asCONTAIN ~~possible,~~IMPORTANT ~~achieving~~INFORMATION ~~sustainable~~ABOUT ~~earnings~~ANY ~~through~~SOLICITATION. aInvestors ~~more~~and ~~robust~~security holders may obtain copies of these documents and ~~viable~~other ~~strategic~~documents ~~plan,~~filed ~~which~~with ~~are~~the ~~part~~SEC by the Company free of charge through the ~~Bank’s~~website ~~new~~maintained ~~ongoing~~by ~~operations~~the ~~and~~SEC ~~actions~~at www.sec.gov. Copies ~~under~~of the ~~leadership~~documents filed by the Company are also available free of ~~its~~charge ~~new~~by ~~Chief~~accessing ~~Executive~~the ~~Officer~~Company’s website at www.carverbank.com.

The foregoing description of the Formal Agreement is qualified in its entirety by reference to the Formal Agreement issued to the Bank, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference into this Item 1.01.Participants

~~Item~~This 9communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC.01 ~~Financial~~Nonetheless, ~~Statements~~the Company, its directors and ~~Exhibits~~executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by the Company. Information about the Company’s executive officers and directors is available in Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, which was filed with the SEC on July 29, 2025 and in its proxy statement for the 2024 Annual Meeting of Shareholders, which was filed with the SEC on October 31, 2024. To the extent holdings by our directors and executive officers of the Company’s securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.

(a)	Financial statements of businesses acquired. Not Applicable.
(b)	Pro forma financial information. Not Applicable.
(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)

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1		Press Release dated November 5, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 16, 2025	By:	/s/ Donald Felix
DATE: November 5, 2025	By:	/s/ Donald Felix
		Donald Felix
		Chief Executive Officer

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