CASH 10-K & 10-Q changes, risk factors and insider trading
Pathward Financial, Inc. · Nasdaq · National Commercial Banks · CIK 907471 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have identified a material weakness in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2025. Failure to remediate this material weakness or otherwise to maintain an effective system of internal control and effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.”
Largest changes
“As discussed in Part II, Item 9A. Controls and Procedures, we have taken and will continue to take steps to remediate this material weakness. The elements of our remediation plan can only be accomplished over time, and we cannot assure you that we will be able to remediate any existing or future material weakness in a timely manner or at all. …”see in full comparison
“We have identified a material weakness in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2025. Failure to remediate this material weakness or otherwise to maintain an effective system of internal control and effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.”see in full comparison
“We have identified control deficiencies in our internal controls over financial reporting in the past, and if our internal controls over financial reporting are not effective in the future, we may be unable to issue our financial statements in a timely manner, we may be unable to obtain the required audit or review of our financial statements by our independent registered public accounting firm in a timely manner, or we may otherwise be unable to comply with the periodic reporting requirements of the SEC. …”see in full comparison
“Our management concluded that there was a material weakness in internal control over financial reporting for the year ended September 30, 2025. The material weakness related to our gross vs. net basis presentation and derivative accounting, and financial reporting, of certain third-party lending and servicing relationships within the Consumer Solutions business, within held-for-investment loan balances as described in Note 1. Summary of Significant Accounting Policies in this Annual Report on Form 10-K for the year ended September 30, 2025. …”see in full comparison
Our operations and profitability, including the value of the portfolio of investment securities we hold and the value of collateral securing certain of our loans, are impacted by general business, political and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, commodity pricing, money supply and monetary policy, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, the strength of the United States economy, and uncertainty in financial markets globally, all of which are beyond our control. A deterioration in business, political or economic conditions, including those arising fromsee in full comparisonpandemics,government shutdowns or defaults, geopolitical turmoil and war,government shutdowns or defaults, orincreases in unemployment, or pandemics, could result in an increase in loan delinquencies and nonperforming assets, decreases in loan collateral values, and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on our financial condition and results of operations.
“•We have identified a material weakness in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2025. Failure to remediate this material weakness or otherwise to maintain an effective system of internal control and effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.”see in full comparison
Full comparison: every changed paragraph (34)
•We regularly assess our investments in technology, and changesfailure into effectively implement technology initiatives or anticipate future technology needs or demands could beadversely costly.affect our business or financial results.
•We have identified a material weakness in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2025. Failure to remediate this material weakness or otherwise to maintain an effective system of internal control and effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.
•Increased scrutiny and evolving expectations from stakeholders with respect to ESGsustainability practices may impose additional costs on us or expose us to new or additional risks.
•If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business and our reputation.
We, through the Bank and its business lines, originate various types of loans and leases, and our financial condition and results of operations are affected by the ability of borrowers to repay their loans or leases in a timely manner. Borrowers may be unable to repay their loans due to various factors, some of which are outside of their control. Similarly, borrowers under our commercial loans and related financing products (typically, small- to medium-sized businesses) may be more susceptible to even mild or moderate economic declines than larger commercial borrowers, which may subject the Bank and, ultimately, us, to a higher risk of loan loss. Many borrowers have been negatively impacted by recent events impacting financial, real estate, and securities markets, including geopolitical turmoil, higher interest rates, inflation, adverse developments in the financial services industry,tariffs, and other events that have caused market and economic volatility, and may continue to be similarly or more severely affected in the future. The risk of non-payment by borrowers is assessed through our underwriting processes and other risk management practices, which may not be able to fully identify, price and mitigate such risk. See "Our framework for managing risk, including our underwriting practices, may not prevent future losses." Despite those efforts, we do and will experience loan and lease losses, and our financial condition and results of operations will be adversely affected by those loan and lease losses.
Our operations and profitability, including the value of the portfolio of investment securities we hold and the value of collateral securing certain of our loans, are impacted by general business, political and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, commodity pricing, money supply and monetary policy, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, the strength of the United States economy, and uncertainty in financial markets globally, all of which are beyond our control. A deterioration in business, political or economic conditions, including those arising from pandemics,government shutdowns or defaults, geopolitical turmoil and war, government shutdowns or defaults, or increases in unemployment, or pandemics, could result in an increase in loan delinquencies and nonperforming assets, decreases in loan collateral values, and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on our financial condition and results of operations.
Additionally, an unpredictable or volatile political environment in the United States, including any social unrest and uncertainty as a result of the 2024 U.S. presidential election,unrest, could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor, and regulatory sentiments, any one or more of which could have a material adverse impact on our financial condition and results of operations. It is difficult to predict the legislativelegislative, executive and regulatory changes that maywill result due tofrom the upcomingcurrent presidential election. A new administration, or a change in the make-up of either the SenateCongress and/or HousePresidential ofAdministration, Representativeswhich may cause broader economic changes due to various changes in governingthe ideologyfederal government's approach to regulation and style.administration. New appointments to the Board of Governances of the Federal Reserve could affect monetary policy and interest rates, which could in turn affect economic growth. Future legislation, regulation and changes in policy, as well as changes in the way in which existing statutes and regulations are interpreted or applied by courts and government agencies, could affect the economy and banking industry, including our business and results of operations, in ways that are difficult to predict.
The electronic payments industry, including the prepaid financial services segment within that industry in which the Partner Solutions business line operates, dependscould heavilyvary depending upon the overall level of consumer spending, which may decrease if economic or political conditions in the United States deteriorate and result in a reduction of the number of our prepaid accounts that are purchased or reloaded, the number of transactions involving our cards and the use of our reloadable card products and related services. A sustained reduction in the use of our products and related services, either as a result of a general reduction in consumer spending or as a result of a disproportionate reduction in the use of card-based payment systems, would materially harm our business, results of operations and financial condition.
Our earnings depend substantially on our interest rate spread, which is the difference between (i) the interest rates we earn on loans, securities, and other interest-earning assets, and (ii) the interest rates we pay on deposits, other borrowings, and other interest-bearing liabilities. We are exposed to interest rate risk because our interest-earning assets and interest-bearing liabilities do not react uniformly or concurrently to changes in interest rates since the two have different time periods for adjustment and can be tied to different measures of rates. These rates are highly sensitive to many factors beyond our control, including general economic conditions and the policies of various governmental and regulatory authorities, including the Federal Reserve. Throughout 2022, 2023 and 2024, the Federal Reserve raised the target range for the federal funds rate in an effort to curb inflation. In September 2024 and November 2024, the Federal Reserve loweredbegan lowering the target range for the federal funds raterate, towhich itsis currentnow at a target range of 4.50%3.75% to 4.75% in light of the progress on inflation.4.00%. As market interest rates have risen, we have experienced competitive pressures to increase the rates we pay on deposits, which may decrease our net interest income. In addition, inflationary pressures will generally increase our operating costs and could have a significant negative effect on our borrowers and the values of collateral securing loans, which could negatively affect our financial performance. In addition, certain of our noninterest income and noninterest expenses are subject to adverse effect in a rising interest rate environment. The Bank monitors its interest rate risk exposure; however, the Bank can provide no assurance that its efforts will appropriately protect the Bank in the future from interest rate risk exposure. For additional information, see Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk."
Several banking institutions have adopted business strategies similar to ours, particularly with respect to the banking-as-a-servicePartner ("BaaS")Solutions business. This competition, and competition in any of the Bank's other business lines, may increase our costs, reduce our revenues or revenue growth, result in fragmented market share and a failure to enjoy economies of scale or make it difficult for us to compete effectively in maintaining and obtaining additional customer relationships.
In addition, if any of our counterparties isare unable to or otherwise does not fulfill (or does not timely fulfill) its obligations to us for any reason (including, but not limited to, bankruptcy, computer or other technological interruptions or failures, personnel loss, negative regulatory actions, or acts of God) or engages in fraud or other misconduct during the course of such relationship, we may need to seek alternative third party service providers, or discontinue certain products or programs in their entirety. We have experienced, and expect to continue to experience, situations where we have been held directly or indirectly responsible, or were otherwise subject to liability, for the inability of our third partythird-party service providers to perform services for our customers on a timely basis or at all or for actions of third parties undertaken on behalf of the Bank or otherwise in connection with the Bank's arrangement with such third parties. Any such responsibility or liability in the future may have a material adverse effect on our business, including the operations of the Bank and its divisions, and financial results.
As part of our general growth strategy, we expect to continue to pursue organic growth, while also continuing to evaluate potential acquisitions and expansion opportunities that we believe provide a strategic or geographic fit with our business. Although we have experienced significant growth in our assets and revenues, we may not be able to sustain our historical growth rate or be able to grow at all. We believe that our future organic growth will depend on competitive factors and on the ability of our senior management to continue to maintain a robust system of internal controls and procedures and manage a growing number of customer relationships. See "We operate in an extremely competitive market, and our business will suffer if we are unable to compete effectively." We may not be able to implement changes or improvements to these internal controls and procedures in an efficient or timely manner and have, and may in the future, discover deficiencies in existing systems and controls. Our growth strategy may divert management from our existing business and may require us to incur additional expenditures to expand our administrative and operational infrastructure and, if we are unable to effectively manage our growth, including to the satisfaction of our regulators, we could be materially and adversely affected. In addition, acquiring other companies may involve risks such as exposure to potential asset quality issues, disruption to our normal business activities and diversion of management’s time and attention due to integration and conversion efforts. Consequently, continued organic growth, if achieved, may place a strain on our administrative and operational infrastructure, which could have a material adverse effect on our financial condition and results of operations.
In 2020, the OCC issued final rules designed to clarify when a national bank such as the Bank will be considered the “true lender” in such relationships (the "True Lender Rule"). In June 2021, the True Lender Rule was repealed and the OCC prohibited from issuing any replacement of the True Lender Rule absent Congressional authorization. In the wake of the repeal of the True Lender Rule, several states have announced their intention to broaden oversight of non-bank fintech lenders, and several states have adopted legislation and guidance regarding "true lenders." Additionally, certain parties have initiated litigation in order to obtain court guidance on how particular jurisdictions may weigh loan program facts and rule on “true lender” challenges. In addition, the Consumer Financial Protection Bureau and the Federal Trade Commission have eachpreviously announced their intention to explore their authority to supervise nonbank lending partnerships in markets for consumer financial products and services.
The OCC announced on July 31, 2018 that it would begin to accept and evaluate charters for entities that wanted to conduct certain components of a banking business pursuant to a federal charter, known as a "special purpose national bank" ("SPNB") charter. Intended to promote economic opportunity and spur financial innovation, SPNBs may engage in paying checks, lending money and taking deposits. While the OCC has not granted any SPNB charters as of the date of this filing, it has granted national bank charters to companies that were previously non-bank fintech companies and approved the acquisition of national bank charters by fintech companies.
If, in the future, the OCC determines to grant any SPNB applications or continues to grant bank charters to fintech applicants, recipients of such charters may enter the U.S. payments market, banking as a service ("BaaS") solutions market, and other business lines in which the Bank operates, which could increase the competition we face and have a material adverse effect on the Bank and the Partner Solutions business line.
We regularly assess our investments in technology, and changesfailure into effectively implement technology initiatives or anticipate future technology needs or demands could beadversely costly.affect our business or financial results.
The banking and financial services industry continually experiences technological changes, with frequent introductions of new technology-driven products and services, including recent and rapid developments in artificial intelligence ("AI"), including agentic AI. Our success depends, in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create operational efficiencies, including through AI capabilities. There are risks in effectively implementing and marketing new technology-driven products and services. Upgrades and integration may cause service interruptions, transaction errors, and delays, and could cause us to fail to comply with applicable laws. There can be no assurance that we will be able to successfully manage the risks associated with our increased dependency on technology. Failure to successfully keep pace with technological change affecting the banking and financial services industry could negatively affect our revenue and profitability.
The use of AI models developed by third parties introduces risks related to how those models are developed, trained, and deployed, including unauthorized material in training data and limited visibility into risk mitigation steps. The legal and regulatory environment for AI is uncertain and rapidly evolving, both in the United States and internationally, potentially increasing compliance costs and risk of non-compliance.
We are also exposed to the risk that generative AI models may produce incorrect outputs, release confidential information, reflect biases, infringe intellectual property, or otherwise cause harm. Their complexity makes it challenging to understand outputs and comply with documentation or explanation requirements. Any of these risks could expose us to liability or adverse legal or regulatory consequences and harm our business or financial results.
We have identified a material weakness in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2025. Failure to remediate this material weakness or otherwise to maintain an effective system of internal control and effective disclosure controls and procedures could have a material adverse effect on our results of operations and financial condition.
As a SEC reporting company, we are required to, among other things, maintain a system of effective internal control over financial reporting, which requires annual management and independent registered public accounting firm assessments of the effectiveness of our internal controls. The rules governing the standards that must be met for management to determine the adequacy of our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation if a deficiency is identified. If we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.
Our management concluded that there was a material weakness in internal control over financial reporting for the year ended September 30, 2025. The material weakness related to our gross vs. net basis presentation and derivative accounting, and financial reporting, of certain third-party lending and servicing relationships within the Consumer Solutions business, within held-for-investment loan balances as described in Note 1. Summary of Significant Accounting Policies in this Annual Report on Form 10-K for the year ended September 30, 2025. Our management also re-evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. Our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2025. In addition, we restated our financial statements for the fiscal years ended September 30, 2024 and 2023 and the interim periods ended December 31, 2024, 2023, 2022, and 2021, March 31, 2024, 2023, and 2022, and June 30, 2024, 2023, and 2022.
As discussed in Part II, Item 9A. Controls and Procedures, we have taken and will continue to take steps to remediate this material weakness. The elements of our remediation plan can only be accomplished over time, and we cannot assure you that we will be able to remediate any existing or future material weakness in a timely manner or at all. If our efforts to remediate an identified material weakness are not successful or other significant control deficiencies occur, our ability to accurately and timely report our financial results could be impaired, which could result in additional late filings of our annual and quarterly reports under the Exchange Act, additional restatements of our consolidated financial statements, a decline in our stock price, suspension or delisting of our common stock from NASDAQ, and have an adverse effect on our business, financial condition and results of operations.
The Bureau has broad rulemaking authority to administer and carry out the purposes and objectives of "federal consumer financial laws, and to prevent evasions thereof" with respect to all financial institutions that offer financial products and services to consumers. However, there is currently uncertainty surrounding the ongoing operations of the Bureau. We cannot predict the impact the Bureau's future actions, including any exercise of its UDAAP authority, will have on the banking industry broadly or us and the Bank specifically. Notwithstanding that insured depository institutions with assets of $10 billion or less (such as the Bank) will continue to be supervised and examined by their primary federal regulators, the full reach and impact of the Bureau's broad rulemaking powers and UDAAP authority on the operations of financial institutions offering consumer financial products or services are currently unknown. The Bureau has initiated enforcement actions against a variety of bank and non-bank market participants with respect to a number of consumer financial products and services that has resulted in those participants expending significant time, money and resources to adjust to the initiatives being pursued by the Bureau. Such enforcement actions may serve as precedent for how the Bureau interprets and enforces consumer protection laws, which may result in the imposition of higher standards of compliance with such laws and, as a result, limit or restrict the Bank with respect to its consumer product offerings. See "Business - Regulation and Supervision - Bank Regulation and Supervision" in Part I, Item 1 of this Annual Report on Form 10-K.
We provide products and services to third parties through issuing,sponsorship acquiring, digital payments,solutions, financial institution solutions, credit solutions, and professional tax solutions. The third parties that use these partner solutions, and with which we often partner in marketing efforts, are typically considered fintech companies but may also include other financial intermediaries. Federal bank regulators are increasingly focused on the risks related to bank and fintech company partnerships, raising concerns regarding risk management, oversight, internal controls, information security, change management, and information technology operational resilience. This focus is demonstrated by recent regulatory enforcement actions against other banks that have allegedly not adequately addressed these concerns while growing their BaaS offerings, as well as by a request for information by the federal banking regulators on bank-fintech arrangements. While we believe we are a leader in managing, monitoring and overseeing partner solutions relationships with third parties and corresponding technologies, we could be subject to additional regulatory scrutiny with respect to that portion of our business.
Increased scrutiny and evolving expectations from stakeholders with respect to ESGsustainability practices may impose additional costs on us or expose us to new or additional risks.
As a regulated financial institution and a publicly traded company, we are facing increasing scrutinypublic, frominvestor, customers,activist, regulators, investors,legislative and otherregulatory stakeholdersscrutiny related to ESGsustainability practicespractices, disclosures and disclosure.developments. InvestorRegulators, politicians, investor advocacy groups, investment funds, and influential investors are increasingly focused on these practices, especially as they relate to climate risk, hiring practices, diversity, health and safety and human rights. Failure to adapt to or comply with regulatory requirements or regulatory, investor or stakeholder expectations and standards could negatively impact the Company’s reputation, ability to do business with certain partners, and stock price. Both recently adopted and pending government regulations will result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure. Additionally, ongoingOngoing legislative or regulatory uncertaintiesuncertainties, divergence and changes regarding ESG, including climate risk, management and practicessustainability may result in higher compliance, credit and reputational risks and costs. To the extent that we or our customers experience increases in costs, including with respect to compliance with any additional regulatory or disclosure requirements or expectations, reductions in the value of assets, constraints on operations or similar concerns driven by changes in ESGsustainability oversight and regulation, our results of operations, financial condition, and business could be adversely affected.
Failure to maintain the Bank's status as a "well capitalized" institution could have an adverse effect on us, and our ability to fund our operations. The Bank relies on brokered deposits to assist in funding its loan and other financing products. Should the Bank ever fail to be well capitalized in the future as a result of not meeting the well capitalized requirements or the imposition of an individual minimum capital requirement or similar formal requirement, then, the Bank would be prohibited, absent waiver from the FDIC, from utilizing brokered deposits (i.e., no insured depository institution that is deemed to be less than "well capitalized" may accept, renew or rollover brokered deposits absent a waiver from the FDIC). In such event, such a result could produce material adverse consequences for the Bank with respect to liquidity and could also have material adverse effects on our financial condition and results of operations. Further, depending on the Bank's condition in the future and its reliance on these deposits as a source of funding, the FDIC could increase the surcharge on our brokered deposits. If we are ever required to pay higher surcharge assessments with respect to these deposits, such payments could be material and therefore could have a material adverse effect on our financial condition and results of operations. In addition, changes to FDIC regulations regarding brokered deposits or interpretations of such regulations by federal banking agencies could have an adverse impact on the Bank’s ability to accept brokered deposits. On July 30, 2024, the FDIC released a notice of proposed rulemaking to revise its regulations regarding brokered deposits, which would significantly change the FDIC’s current approach to brokered deposits. If the FDIC adopts these amendments as proposed, it could have an adverse impact on the Bank’s ability to accept brokered deposits. Additionally, brokered deposits are highly sensitive to changes in interest rates and, accordingly, can be a more volatile source of funding. Use of brokered deposits involves the risk that growth supported by such deposits would be halted, or the Bank’s liquidity adversely impacted, if the rates offered by the Bank were less than those offered by other institutions seeking such deposits, or if depositors were to perceive a decline in the Bank’s safety and soundness, or both.
Both we and the Bank are required to meet regulatory capital requirements and otherwise need to maintain sufficient liquidity to support recent and future growth. We have continued to experience considerable growth recently,growth, having increased our assets from $2.53 billion at September 30, 2015 to $7.55$7.17 billion at September 30, 2024,2025, primarily due to strategic transactions, such as the Crestmark Acquisition, through participation in government stimulus programs such as the EIP, and through organic growth. Asset growth, diversification of our lending business, expansion of our financial product offerings and other changes in our asset mix continue to require higher levels of capital, which management believes may not be met through earnings retention alone. Our ability to raise additional capital, when and if needed in the future, to meet such regulatory capital requirements and liquidity needs will depend on conditions in the capital markets, general economic conditions, the performance and prospects of our business and a number of other factors, many of which are outside of our control. We cannot assure you that we will be able to raise additional capital if needed or raise additional capital on terms acceptable to us. If we fail to meet these capital and other regulatory requirements, our financial condition, liquidity and results of operations could be materially and adversely affected.
We are subject to taxation at the federal state and local levels. The governing tax laws and applicable tax rates vary by jurisdiction and are subject to interpretation and changes. We may be subject to examination by the tax authorities and such authorities may disagree with our tax positions, which could adversely affect our financial condition. Additionally, the amount of tax payable in a given financial statement period may be impacted by sudden or unforeseen changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting rules or regulations. For example, the Tax Cuts and Jobs Act (the “Tax Act”) enacted in December 2017, made broad and complex changes to the U.S. tax code. Additionally, on July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which included a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions from the Tax Act and accelerating the phase-out of certain incentives from the Inflation Reduction Act of 2022.
If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business and our reputation.
We incur significant costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies. As a SEC reporting company, we are required to, among other things, maintain a system of effective internal control over financial reporting, which requires annual management and independent registered public accounting firm assessments of the effectiveness of our internal controls. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. We have historically dedicated a significant amount of time and resources to implement our internal financial and accounting controls and procedures. Substantial work may continue to be required to further implement, document, assess, test, and, if necessary, remediate our system of internal controls. We may also need to retain additional finance and accounting personnel in the future.
Control failures, including failures in our controls over financial reporting, could result from human error, fraud, breakdowns in information and computer systems, lapses in operating processes, or natural or man-made disasters. If a significant control failure or business interruption were to occur, it could materially damage our financial condition and results of operations. We may not be able to foresee, prevent, mitigate, reverse, or repair the negative effects of such failures or interruptions.
We have identified control deficiencies in our internal controls over financial reporting in the past, and if our internal controls over financial reporting are not effective in the future, we may be unable to issue our financial statements in a timely manner, we may be unable to obtain the required audit or review of our financial statements by our independent registered public accounting firm in a timely manner, or we may otherwise be unable to comply with the periodic reporting requirements of the SEC. Additionally, our common stock listing on the NASDAQ Global Select Market® could be suspended or terminated and our stock price could materially suffer. In addition, we or members of our management team could be subject to investigation and sanction by the SEC or other regulatory authorities and to claims by stockholders, which could impose significant additional costs on us and divert our management's attention. See also Part II. "Item 9A. Controls and Procedures - Inherent Limitations on the Effectiveness of Controls" in this Annual Report on Form 10-K for inherent limitations in a control system.
Management's Discussion & Analysis (MD&A)
Largest changes
Noninterest expense increasedsee in full comparison10%8% to$513.3$560.1 million for fiscal20242025 from$465.0$520.7 million for fiscal2023.2024. The increase was primarily attributable to increases incard processingother expense,compensationlegal andbenefitsconsulting expense, building andothersoftware, operating lease equipment depreciation, and impairment expense, partially offset by decreases inoperating lease equipment depreciationcompensation andlegalbenefits andconsultingintangible amortization expense.
The Company recognized a provision for credit loss ofsee in full comparison$42.7$56.8 million for fiscal2024,2025, compared to$57.4$58.1 million in fiscal2023.2024. The period-over-period decrease in provision for credit loss was primarily due to decreases in provision for credit losses in the consumer finance portfolio of $12.9 million and the tax services portfolio of$12.8 million and the commercial finance portfolio of $3.3$0.9 million, partially offset by an increase of$0.8$12.7 million in provision for credit loss in theconsumercommercial finance portfolio. The decrease in provision for credit loss in thecommercialconsumer finance portfolio was primarilyduedriventoby a $14.3 million release in provision as thecommercialCompanyinsurancemovedpremiummore than half of its held for investment consumer finance portfoliomovingto held for saleand reversing outduring theprovisionfiscalfor2025creditfourthloss on that portfolio.quarter. The Company recognized net charge-offs of$46.6$75.0 million for the fiscal year ended September 30,2024,2025, compared to net charge-offs of$53.7$82.8 million for the fiscal year ended September 30,2023.2024. Net charge-offs attributable to thetaxconsumerservices,finance, commercial finance, andconsumertaxfinanceservices portfolios for fiscal20242025 were$23.0$28.7 million,$19.5$24.2 million, and$4.1$22.1 million, respectively. Net charge-offs attributable to the consumer finance, tax services,commercial finance,andconsumercommercial finance portfolios for fiscal20232024 were$35.8$40.2 million,$15.6$23.0 million, and$2.3$19.5 million, respectively. See Note3.4. Loans and Leases, Net for further information on the provision for credit loss.
Total gross loans and leases totaled $4.66 billion at September 30, 2025, as compared to $4.08 billion at September 30,see in full comparison2024,2024.asThecomparedincrease was due to$4.37anbillionincreaseatinSeptemberthe30,commercial2023.finance and warehouse finance portfolios, partially offset by decreases in the consumer finance and seasonal tax services loan portfolios. The decrease in consumer finance wasprimarily relateddue to thecommercialCompanyinsurancemovingpremium$144.1 million of its held for investment consumer finance portfoliomovingto held forsale,salepartially offset by growth in commercial finance loans excluding commercial insurance premium finance loans and warehouse finance loans. When excluding commercial insurance premium finance loans, total gross loan and leases at September 30, 2024 increased $509.2 million, or 14%, when compareddue toSeptembera30,purchase2023.agreement being signed during the 2025 fiscal fourth quarter. See Note3.4. Loans and Leases, Net to the “Notes to Consolidated Financial Statements,” which is included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Commercial finance loans, which comprisedsee in full comparison81%84% of the Company's loan and lease portfolio, totaled$3.30$3.92 billion at September 30,2024,2025, reflectingaandecreaseincrease of$427.6$628.4 million, or11%,19%, from September 30,2023.2024. Thedecreaseincrease was primarily driven bythe aforementioned commercial insurance premium finance loans along with a decreaseincreases inleasetermfinancing.lendingThisofdecrease$747.9wasmillion and asset-based lending of $121.4 million, partially offset byincreasesdecreases of $144.8 million intermfactoringlending,loans,asset-based$57.1lending,million in SBA/USDA, and $36.0 million in other commercialfinance portfolios. When excluding commercial insurance premium finance loans, commercial finance loans at September 30, 2024 increased $372.5 million, or 13%, compared to September 30, 2023.finance.
“•Total gross loans and leases at September 30, 2025 increased $589.7 million, to $4.66 billion compared to September 30, 2024 and decreased $78.4 million when compared to June 30, 2025. The primary driver for the sequential decrease was due to the Company moving $144.1 million of its held for investment consumer finance portfolio to held for sale due to a purchase agreement being signed during the 2025 fiscal fourth quarter. On October 3, 2025, the Company closed on the sale of more than half of the held for sale consumer finance portfolio.”see in full comparison
Comparison of Operating Results for the Fiscal Years Ended September 30,see in full comparison20242025 and September 30,20232024 The Company reported net income of$168.4$185.9 million, or$6.62$7.87 per diluted share, for the fiscal year ended September 30, 2025, compared to $183.2 million, or $7.20 per diluted share, for the fiscal year ended September 30, 2024,compared to $163.6 million, or $5.99 per diluted share, for the fiscal year ended September 30, 2023,an increase of$4.7$2.7 million. The increase in net income was driven byan increaseincreases in noninterest income and net interest income and a decrease in provision for credit losses, partially offset byaandecrease in noninterest income and increasesincrease in noninterest expense and income tax expense. Total revenue for fiscal20242025 was$754.7$839.9 million, compared to$704.5$797.4 million for fiscal2023,2024, an increase of7%.5%.
Full comparison: every changed paragraph (38)
Company Highlights and Business Developments
•On August 28, 2024, Pathward announced the sale of its commercial insurance premium finance business. The sale was completed on October 31, 2024. See Note 20. Subsequent Events to the “Notes to Consolidated Financial Statements,” which is included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
•On September 25, 2024, the Bank celebrated its 20th year serving the payments industry with the announcement it renamed its "Banking as a Service" business line to "Partner Solutions."
•On September 30, 2024, Pathward Financial and Pathward announced the Bank’s Partner Solutions line of business won the 2024 Finovate Award for Best Banking as a Service Provider. According to Finovate, its awards recognize the companies driving fintech innovation forward and the individuals bringing new ideas to life.
•Total revenue for the fourth quarter was $167.9$186.7 million, an increase of $6.9$7.2 million, or 4%, compared to the same quarter in fiscal 2023,2024, primarily driven by an increase inof net interest income, partially offset by a reduction13% in noninterest income.
•Net interest margin ("NIM") increased 4714 basis points to 6.66%7.46% for the fourth quarter from 6.19%7.32% during the same period of last year, primarily driven by increased yields on earning assets and an improved earning asset mix from the continued optimizationbalance ofsheet the portfolio.optimization.
•Total gross loans and leases at September 30, 2025 increased $589.7 million, to $4.66 billion compared to September 30, 2024 and decreased $78.4 million when compared to June 30, 2025. The primary driver for the sequential decrease was due to the Company moving $144.1 million of its held for investment consumer finance portfolio to held for sale due to a purchase agreement being signed during the 2025 fiscal fourth quarter. On October 3, 2025, the Company closed on the sale of more than half of the held for sale consumer finance portfolio.
•Total gross loans and leases at September 30, 2024 decreased $290.9 million, to $4.08 billion compared to September 30, 2023. When excluding the insurance premium finance loans of $800.1 million at September 30, 2023, total gross loans and leases at September 30, 2024 increased $509.2 million, or 14%, when compared to September 30, 2023.
At September 30, 2024,2025, the Company’s total assets increased slightlydecreased to $7.55$7.17 billion compared to $7.54$7.53 billion at September 30, 2023,2024, primarily due to an increasereductions of $611.1$512.3 million in loans held for salesale, and $8.1$413.4 million in accruedsecurities interest receivable, partially offset by decreases of $290.9 million in loansAFS, and leases, $217.2$37.8 million in cash and cash equivalents, $63.0partially offset by growth of $589.7 million in securities available for saleloans and $32.3 million in other assets.leases.
Total cash and cash equivalents were $120.6 million at September 30, 2025, decreasing from $158.3 million at September 30, 2024,2024. decreasingThe decrease was primarily due to the repayment of short-term borrowings partially offset by the proceeds from $375.6the millionsale atof the commercial insurance premium finance business, net transaction costs, the sale of the transportation portfolio within the Company's working capital lending solutions, and the sale of debt securities AFS during the fiscal year ended September 30, 2023.2025. The Company maintains its cash investments primarily in interest-bearing overnight deposits with the FHLB of Des Moines and the FRB. At September 30, 2024,2025, the Company did not have any federal funds sold.
The totalCompany's investment portfoliosecurity decreasedbalances $66.5at millionSeptember 30, 2025 totaled $1.36 billion, as compared to $1.77 billion at September 30, 2024,2024. comparedThe decrease was primarily related to $1.84the billionsale atof Septemberinvestment 30,securities 2023.AFS during the first, second, and fourth quarters of fiscal 2025 and normal paydown activity of investment security balances during the fiscal year. The Company’s portfolio of securities customarily consists primarily of MBS, which have expected lives much shorter than the stated final maturity, non-bank qualified obligations of states and political subdivisions, which mature in approximately 15 years or less, and other tax exempt municipal mortgage related pass through securities which have average lives much shorter than their stated final maturities. During the fiscal year ended September 30, 2024,2025, the Company made $3.5$2.3 million purchases of investment securities.
Through the Bank, the Company owns stock in the FHLB due to the Bank’s membership and participation in this banking system as well as stock in the FRB. The FHLB requires a level of stock investment based on a pre-determined formula. The Company’s investment in these stocks was $24.7 million at September 30, 2025, a decrease from $36.0 million at September 30, 2024, anas increaseredemptions fromwere $28.2partially millionoffset at September 30, 2023, asby purchases of FHLB membership stock were partially offset by redemptions during the fiscal year.
Loans held for sale at September 30, 20242025 totaled $688.9$179.4 million, increasingdecreasing from $77.8$691.7 million at September 30, 2023.2024. This increasedecrease was primarily relateddriven toby the sale of the commercial insurance premium finance portfolioloans movingand toa reduction in SBA/USDA loans held for sale, partially offset by an increase in consumer credit products held for sale at September 30, 2025 compared to September 30, 2024.
Total gross loans and leases totaled $4.66 billion at September 30, 2025, as compared to $4.08 billion at September 30, 2024,2024. asThe comparedincrease was due to $4.37an billionincrease atin Septemberthe 30,commercial 2023.finance and warehouse finance portfolios, partially offset by decreases in the consumer finance and seasonal tax services loan portfolios. The decrease in consumer finance was primarily relateddue to the commercialCompany insurancemoving premium$144.1 million of its held for investment consumer finance portfolio moving to held for sale,sale partially offset by growth in commercial finance loans excluding commercial insurance premium finance loans and warehouse finance loans. When excluding commercial insurance premium finance loans, total gross loan and leases at September 30, 2024 increased $509.2 million, or 14%, when compareddue to Septembera 30,purchase 2023.agreement being signed during the 2025 fiscal fourth quarter. See Note 3.4. Loans and Leases, Net to the “Notes to Consolidated Financial Statements,” which is included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Commercial finance loans, which comprised 81%84% of the Company's loan and lease portfolio, totaled $3.30$3.92 billion at September 30, 2024,2025, reflecting aan decreaseincrease of $427.6$628.4 million, or 11%,19%, from September 30, 2023.2024. The decreaseincrease was primarily driven by the aforementioned commercial insurance premium finance loans along with a decreaseincreases in leaseterm financing.lending Thisof decrease$747.9 wasmillion and asset-based lending of $121.4 million, partially offset by increasesdecreases of $144.8 million in termfactoring lending,loans, asset-based$57.1 lending,million in SBA/USDA, and $36.0 million in other commercial finance portfolios. When excluding commercial insurance premium finance loans, commercial finance loans at September 30, 2024 increased $372.5 million, or 13%, compared to September 30, 2023.finance.
Total end-of-period deposits decreasedincreased 11%slightly to $5.89 billion at September 30, 2025, compared to $5.88 billion at September 30, 2024, compared to $6.59 billion at September 30, 2023.2024. The decreaseincrease in end-of-period deposits was primarily driven by decreasesincreases in noninterest-bearing deposits of $715.8 million, money market deposits of $10.6 million, and savings deposits of $10.3$32.3 million, partially offset by ana increasedecrease in wholesale deposits of $20.1$25.0 million.
As of September 30, 2024, the Company had $433.3 million in deposits related to government stimulus programs. Of the total amount of government stimulus program deposits, $198.2 million are on activated cards while $235.1 million are on inactivated cards.
The Company's total borrowings increaseddecreased $363.5$367.9 million to $42.5 million at September 30, 2025 from $410.4 million at September 30, 2024 from $46.9 million at September 30, 2023,2024, primarily driven by ana increasedecrease in short-term borrowings of $364.0$368.0 million. See Note 10.11. Short-term and Long-term Borrowings to the “Notes to Consolidated Financial Statements,” which are included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
At September 30, 2024,2025, the Company’s stockholders’ equity totaled $839.6$857.5 million, an increase of $189.0$35.3 million, from $650.6$822.2 million at September 30, 2023.2024. The increase was primarily attributable to increases in additional paid-in capital, retained earnings, and a decrease in accumulated other comprehensive lossloss, andpartially increasesoffset by a decrease in additionaltreasury paid-in capital and retained earnings.stock. The Company and Bank remained above the federal regulatory minimum capital requirements at September 30, 2024,2025, and continued to be classified as well-capitalized, and in good standing with the regulatory agencies. See Note 14.15. Capital Requirements and Restrictions on Retained Earnings to the “Notes to Consolidated Financial Statements,” which is included in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
As of September 30, 2024,2025, the Company managed $201.9$210.5 million of customer deposits at other banks in its capacity as custodian. These deposits provide the Company with the ability to earn servicing fee income, typically reflective of the EFFR. Servicing fee income totaled $27.2 million during fiscal 2024, compared to $53.4 million for fiscal 2023.
The Company’s noninterest income is derived primarily from acquiring fee income, tax product fees, card and deposit fees, credit products, and ATM fees attributable to the Partner Solutions business line and fees charged on bank loans, leases and transaction accounts. Noninterest income is also derived from rental income, net gains on the sale of securities, netsecondary gainsmarket on the sale of loans and leases,revenue, as well as the Company’s holdings of bank-owned life insurance. This income is offset by noninterest expenses, such as compensation and benefits associated with personnel, as well as card processing expenses and tax product expenses attributable to the Partner Solutions business line. Noninterest expense is also impacted by operating lease equipment depreciation expense, occupancybuilding and equipment expense,software, legal and consulting expenses, and regulatory expense.
Comparison of Operating Results for the Fiscal Years Ended September 30, 20242025 and September 30, 20232024 The Company reported net income of $168.4$185.9 million, or $6.62$7.87 per diluted share, for the fiscal year ended September 30, 2025, compared to $183.2 million, or $7.20 per diluted share, for the fiscal year ended September 30, 2024, compared to $163.6 million, or $5.99 per diluted share, for the fiscal year ended September 30, 2023, an increase of $4.7$2.7 million. The increase in net income was driven by an increaseincreases in noninterest income and net interest income and a decrease in provision for credit losses, partially offset by aan decrease in noninterest income and increasesincrease in noninterest expense and income tax expense. Total revenue for fiscal 20242025 was $754.7$839.9 million, compared to $704.5$797.4 million for fiscal 2023,2024, an increase of 7%.5%.
Net interest income for fiscal 20242025 was $455.1$511.8 million, an increase of 17%,3%, from $387.9$497.8 million for the same period of the prior year. The increase was mainly attributable to increased yields, higher average interest-earning asset balances and an improved earning asset mix.
The Company's average interest-earning assets for fiscal 20242025 increaseddecreased by $677.0$132.0 million to $7.10$6.97 billion compared with fiscal 2023,2024, primarily due to growtha decrease in total investment security balances, partially offset by increases in average outstanding balances of loans and leases and cash balances, partially offset by a decrease in total investment security balances. The Company's average outstanding balance of loans and leases increased $723.6$176.5 million compared to the prior fiscal year primarily due to increasesan acrossincrease allin loanthe portfolios.warehouse finance portfolio.
The Company’s average deposits and interest-bearing liabilities increaseddecreased $539.9$211.2 million to $6.47 billion during fiscal 2025 from $6.68 billion during fiscal 2024 from $6.14 billion during fiscal 2023.2024. This increasedecrease was primarily due to increasesdecreases in average interest-bearing deposits of $107.8 million, noninterest-bearing deposits of $374.2 million, interest-bearing deposits of $142.5$79.0 million, and total borrowings of $23.3$24.4 million.
The Company recognized a provision for credit loss of $42.7$56.8 million for fiscal 2024,2025, compared to $57.4$58.1 million in fiscal 2023.2024. The period-over-period decrease in provision for credit loss was primarily due to decreases in provision for credit losses in the consumer finance portfolio of $12.9 million and the tax services portfolio of $12.8 million and the commercial finance portfolio of $3.3$0.9 million, partially offset by an increase of $0.8$12.7 million in provision for credit loss in the consumercommercial finance portfolio. The decrease in provision for credit loss in the commercialconsumer finance portfolio was primarily duedriven toby a $14.3 million release in provision as the commercialCompany insurancemoved premiummore than half of its held for investment consumer finance portfolio moving to held for sale and reversing outduring the provisionfiscal for2025 creditfourth loss on that portfolio.quarter. The Company recognized net charge-offs of $46.6$75.0 million for the fiscal year ended September 30, 2024,2025, compared to net charge-offs of $53.7$82.8 million for the fiscal year ended September 30, 2023.2024. Net charge-offs attributable to the taxconsumer services,finance, commercial finance, and consumertax financeservices portfolios for fiscal 20242025 were $23.0$28.7 million, $19.5$24.2 million, and $4.1$22.1 million, respectively. Net charge-offs attributable to the consumer finance, tax services, commercial finance, and consumercommercial finance portfolios for fiscal 20232024 were $35.8$40.2 million, $15.6$23.0 million, and $2.3$19.5 million, respectively. See Note 3.4. Loans and Leases, Net for further information on the provision for credit loss.
Fiscal 20242025 noninterest income decreasedincreased 5%10% to $299.6$328.1 million, compared to $316.6$299.6 million for fiscal 2023.2024. The decreaseincrease was primarily driven by a decreaseincreases in cardsecondary market revenue, gain on divestiture, total tax services product fees, and depositother feesincome, partially offset by a loss on sale of investment securities and thedecreases in rental income, gain on sale of trademarks recognized in the prior year, partially offset by increases in gain on sale of otherother, and taxcard servicesand productdeposit fees.
Noninterest expense increased 10%8% to $513.3$560.1 million for fiscal 20242025 from $465.0$520.7 million for fiscal 2023.2024. The increase was primarily attributable to increases in card processingother expense, compensationlegal and benefitsconsulting expense, building and othersoftware, operating lease equipment depreciation, and impairment expense, partially offset by decreases in operating lease equipment depreciationcompensation and legalbenefits and consultingintangible amortization expense.
The cardCard processing expense increaseis wasprimarily duedriven toby rate-related agreements with Partner Solutions relationships. The amount of expense paid under those agreements is based on an agreed upon rate index that varies depending on the deposit levels, floor rates, market conditions, and other performance conditions. Generally this rate index is based on a percentage of the EFFR and reprices immediately upon a change in the EFFR. Approximately 57%64% of the deposit portfolio was subject to these higher rate-related processing expenses. For fiscal 2024,2025, contractual, rate-related processing expenses were $110.8$104.1 million, as compared to $77.4$110.8 million for the fiscal year ended September 30, 2023.2024.
The Company recorded an income tax expense of $29.1$36.3 million, representing an effective tax rate of 14.7%,16.3%, for fiscal 2024,2025, compared to an income tax expense of $16.3$34.1 million, representing an effective tax rate of 9.0%,15.6%, for fiscal 2023.2024. The increase in income tax expense was primarily due ato decreasethe increase in investmentincome taxand credits.the surrender of life insurance policies.
Comparison of Operating Results for the Fiscal Years Ended September 30, 2023,2024, and September 30, 20222023 A comparison of the 20232024 results to the 20222023 results and other 20222023 information not included herein can be found in the Company's Annual Report on Form 10-K/A: Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” filed NovemberAugust 21,29, 20232025 and is incorporated by reference herein.
Generally, when a loan or lease becomes delinquent 90 days or more or when the collection of principal or interest becomes doubtful, the Company will place the loan or lease on a nonaccrual status and, as a result, previously accrued interest income on the loan or lease is reversed against current income. The loan or lease will generally remain on a non-accrual status until six months of good payment history has been established or management believes the financial status of the borrower has been significantly restored. Certain relationships in the table below are over 90 days past due and still accruing. The Company considers these relationships as being in the process of collection. Insurance premium finance loans, consumerConsumer finance and tax services loans are generally not placed on nonaccrual status, but are instead written off when the collection of principal and interest become doubtful.
Loans and leases, or portions thereof, are generally charged-off when collection of principal becomes doubtful. Typically, this is associated with a delay or shortfall in payments of 210 days or more for commercial insurance premium finance, 120 days or more for consumer credit products and leases,leases and 90 days or more for commercial finance loans. Action is taken to charge off ERO loans if such loans have not been collected by the end of June and refund advance loans if such loans have not been collected by the end of the calendar year. The Company individually evaluates loans and leases that do not share similar risk characteristics with other financial assets, which generally means loans and leases identified as modifications or loans and leases on nonaccrual status.
The Company's nonperforming assets at September 30, 20242025 were $43.0$101.7 million, representing 0.57%1.42% of total assets, compared to $58.0$43.0 million, or 0.77%0.57% of total assets at September 30, 2023.2024. The decreaseincrease in the nonperforming assets as a percentage of total assets at September 30, 20242025 compared to the prior fiscal year, was primarily driven by aan decreaseincrease in nonperforming loans in the commercial finance portfolio, partially offset by increasesdecreases in the tax services and consumer finance portfolios.
The Company's ACL totaled $45.3$53.3 million at September 30, 2024,2025, a decrease compared to $49.7$71.8 million at September 30, 2023.2024. The $4.4$18.4 million year-over-year decrease in the ACL was primarily driven by a $4.4 million decrease in the allowance related to the commercial finance portfolio and a $0.1$22.2 million decrease in the allowance related to the consumer finance portfolio, partially offset by a $3.7 million increase in the allowance related to the commercial finance portfolio and a $0.1 million increase in the allowance related to the warehouse finance portfolio.
The Company's ACL as a percentage of total loans and leases decreased to 1.11% at September 30, 2024 from 1.14% at September 30, 2023.2025 from 1.76% at September 30, 2024. The decrease in the total loans and leases coverage ratio was primarily driven by the taxdecrease servicesin andthe ACL relative to the decrease in the consumer finance portfolios,and partiallythe offsetseasonal bytax anservices increaseportfolios. The decrease in the commercialconsumer finance portfolio.portfolio coverage ratio was primarily driven by the aforementioned release in provision.
The excess of consideration paid over the fair value of the net assets acquired is recorded as goodwill. Determining the fair value of assets acquired, including identifiable intangible assets, liabilities assumed, and any noncontrolling interest often requires the use of significant estimates and assumptions. This may involve estimates based on third-party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques such as estimates of attrition, inflation, asset growth rates, discount rates, multiples of earnings or other relevant factors. In addition, the determination of the useful lives over which an intangible asset will be amortized is subjective. See Note 7.8. Goodwill and IntangiblesIntangible Assets to the Consolidated Financial Statements for further information.
The Company’s primary sources of funds are deposits, derived principally through its Partner Solutions business line, borrowings, principal and interest payments on loans and leases and mortgage-backed securities, and maturing investment securities. In addition, the Company utilizes wholesale deposit sources to provide temporary funding when necessary or when favorable terms are available. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan repayments are influenced by the level of interest rates, general economic conditions and competition. The Company uses its capital resources principally to meet ongoing commitments to fund maturing certificates of deposit and loan commitments, to maintain liquidity, and to meet operating expenses. See Note 20. Subsequent Events to the "Notes of Consolidated Financial Statements," which is included in Part II, Item 8 "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K, for more information on the closing of the sale of the commercial insurance premium finance business.
What changed in the latest 10-Q
Risk Factors
A description of our risk factors can be found in "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. There were no material changes to those risk factors during the nine months ended June 30, 2026.
Full comparison: every changed paragraph (1)
A description of our risk factors can be found in "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. There were no material changes to those risk factors during the sixnine months ended MarchJune 31,30, 2026.
Management's Discussion & Analysis (MD&A)
Largest changes
You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” "target," or the negative of those terms, or other words of similar meaning or similar expressions. You should carefully read statements that contain these words because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements are based on information currently available to us and assumptions about future events, and include statements with respect to the Company’s beliefs, expectations, estimates, and intentions, which are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond the Company’s control. Such risks, uncertainties and other factors may cause our actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Such statements address, among others, the following subjects: future operating results, including our performance expectations; progress on key strategic initiatives; expected results of our partnerships; impacts of our improved data analytics, underwriting, and monitoring processes; expectations with respect to credit performance; expected nonperforming loan resolutions and net charge-off rates; the performance of our securities portfoliosee in full comparison; the impact of card balances related to government stimulus programs; customer retention; loan and other product demand; new products and services; credit quality; the level of net charge-offs and the adequacy of the allowance for credit losses; and technology, including impacts of technology investments. The following factors, among others, could cause the Company's financial performance and results of operations to differ materially from the expectations, estimates, and intentions expressed in such forward-looking statements: maintaining our executive management team; expected growth opportunities may not be realized or may take longer to realize than expected; our ability to successfully implement measures designed to reduce expenses and increase efficiencies; changes in trade, monetary, and fiscal policies and laws, including actual changes in interest rates and the Fed Funds rate and changes in international trade policies, tariffs and treaties affecting imports and exports, and their related impacts on macroeconomic conditions, customer behavior, funding costs and loan and securities portfolios; changes in tax laws; trade disputes, barriers to trade or the emergence of trade restrictions; the strength of the United States' economy, and the local economies in which the Company operates; adverse developments in the financial services industry generally such as bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer behavior; inflation, market, and monetary fluctuations; our liquidity and capital positions, including the sufficiency of our liquidity; the timely and efficient development of new products and services offered by the Company or its strategic partners, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value and acceptance of these products and services by users; the Bank's ability to maintain its Durbin Amendment exemption; the risks of dealing with or utilizing third parties, including, in connection with the Company’s prepaid card and tax refund advancebusinesses,businesses; the risk of reduced volume of refund advance loans as a result of reduced customer demand for or usage of the Bank’s strategic partners’ refund advance products; our relationship with, and any actions which may be initiated by, our regulators, and any related increases in compliance and other costs; changes in financial services laws and regulations, including laws and regulations relating to the tax refund industry; technological changes, including, but not limited to, the protection of our electronic systems and information; the impact of acquisitions and divestitures; litigation risk; the growth of the Company’s business, as well as expenses related thereto; continued maintenance by the Bank of its status as a well-capitalized institution; changes in consumer borrowing, spending, and saving habits; losses from fraudulent or illegal activity; technological risks and developments and cyber threats, attacks, or events; emerging external focus among regulators and other officials related to risks in connection with the development and use of artificial intelligence; the success of the Company at maintaining its high quality asset level and managing and collecting assets of borrowers in default should problem assets increase; and the potential adverse effects of unusual and infrequently occurring events, including the impact on financial markets from geopoliticalconflicts such as the military conflicts in Ukraine and the Middle East,conflicts, government shutdowns, weather-related disasters, or public health events, such as pandemics, and any governmental or societal responses thereto.
The Company recognized a provision for credit losses ofsee in full comparison$45.6$28.3 million for the quarter endedMarchJune31,30, 2026, compared to$35.3$9.3 million for the comparable period in the prior fiscal year. The year-over-year increase was primarily due to increases in the commercial finance portfolio provision of$19.0$22.6 million, partially offset by decreases in the consumer finance portfolio provision of$6.9$3.0 million and in the tax services portfolio provision of$1.7$1.3 million. TheCompanyincreaserecognized net charge-offs of $5.8 million forin thequarterprovisionended March 31, 2026, compared to net charge-offs of $6.4 million for the quarter ended March 31, 2025. Net charge-offs attributable toin the commercial finance portfolioandwasconsumerprimarilyfinancedrivenportfoliobywerespecific$14.5reservesmillionon two loans and$1.1anmillion, respectively, while net recoveries of $9.7 million were recognizedincrease in theseasonalcurrenttaxexpectedservicescreditportfolio.lossNet("CECL")charge-offs attributable to the commercial finance portfolio and consumer finance portfolio for the same quarter of the prior year were $6.9 million and $6.3 million, respectively, while net recoveries of $6.8 million were recognized in the tax services portfolio.reserve.
Fiscal 2026see in full comparisonsecondthird quarter noninterest income increased9%4% to$151.2$76.7 million, compared to$138.5$73.4 million for the same period of the prior year. The increase was driven by increases inrefundsecondaryadvancemarketandrevenueotherastaxthefeeCompanyincome,wascardableandtodepositcatchfees,upandon sales as government agencies cleared earlier-year backlogs, higher refund transfer product fees, and other income. This was partially offset by decreases insecondaryrentalmarket revenueincome andrental income. Secondary market revenue in the prior year period was elevated by the gain from a portfolio sale within working capital. That gain was partially offset by a loss on sale of securitiescard andadepositloss on divestiture that were also recognized in the prior year period.fees.
The Company recognized a provision for credit losses ofsee in full comparison$48.8$77.2 million for thesixnine months endedMarchJune31,30, 2026, compared to$53.9$63.2 million for the comparable period in the prior fiscal year. Thedecreaseincrease was primarily due todecreasesan increase in provision for credit losses in theconsumercommercial finance portfolio of$12.2 million and tax services portfolio of $4.4$34.1 million, partially offset byanaincreasedecrease in thecommercialconsumer finance portfolio provision of$11.6$15.2 million. The Company recognized net charge-offs of$3.6$19.7 million for thesixnine months endedMarchJune31,30, 2026, compared to net charge-offs of$22.6$28.8 million for thesixnine months endedMarchJune31,30, 2025. Net charge-offs attributable to the commercial finance portfolio and the consumer finance portfolio for thesixnine months endedMarchJune31,30, 2026 were$13.2$29.1 million and$2.6$3.7 million, respectively, while net recoveries of$12.2$13.1 million were recognized in the tax services portfolio. Net charge-offs attributable to the commercial finance portfolio and the consumer finance portfolio were$14.9$16.6 million and$14.0$19.8 million, respectively, for the samesixnine months of the prior year, while net recoveries of$6.3$7.7 million were recognized in the tax services portfolio.
“•The Company's subsidiary Pathward®, N.A. announced it became Certified™ by Great Place To Work® for the fourth year in a row. This year, 88% of employees surveyed said Pathward is a Great Place To Work® – 31 points higher than the typical U.S. company. Great Place to Work® describes itself as the global authority on workplace culture, employee experience, and the leadership behaviors proven to deliver market-leading revenue, employee retention and increased innovation.”see in full comparison
“The Company recognized net charge-offs of $16.0 million for the quarter ended June 30, 2026, of which $15.9 million was attributable to the commercial finance portfolio. Net charge-offs of $6.1 million for the quarter ended June 30, 2025, comprised of $5.8 million within the consumer finance portfolio and $1.7 million within the commercial finance portfolio, while net recoveries of $1.4 million were recognized in the seasonal tax services portfolio.”see in full comparison
Full comparison: every changed paragraph (59)
You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” "target," or the negative of those terms, or other words of similar meaning or similar expressions. You should carefully read statements that contain these words because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements are based on information currently available to us and assumptions about future events, and include statements with respect to the Company’s beliefs, expectations, estimates, and intentions, which are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond the Company’s control. Such risks, uncertainties and other factors may cause our actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Such statements address, among others, the following subjects: future operating results, including our performance expectations; progress on key strategic initiatives; expected results of our partnerships; impacts of our improved data analytics, underwriting, and monitoring processes; expectations with respect to credit performance; expected nonperforming loan resolutions and net charge-off rates; the performance of our securities portfolio; the impact of card balances related to government stimulus programs; customer retention; loan and other product demand; new products and services; credit quality; the level of net charge-offs and the adequacy of the allowance for credit losses; and technology, including impacts of technology investments. The following factors, among others, could cause the Company's financial performance and results of operations to differ materially from the expectations, estimates, and intentions expressed in such forward-looking statements: maintaining our executive management team; expected growth opportunities may not be realized or may take longer to realize than expected; our ability to successfully implement measures designed to reduce expenses and increase efficiencies; changes in trade, monetary, and fiscal policies and laws, including actual changes in interest rates and the Fed Funds rate and changes in international trade policies, tariffs and treaties affecting imports and exports, and their related impacts on macroeconomic conditions, customer behavior, funding costs and loan and securities portfolios; changes in tax laws; trade disputes, barriers to trade or the emergence of trade restrictions; the strength of the United States' economy, and the local economies in which the Company operates; adverse developments in the financial services industry generally such as bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer behavior; inflation, market, and monetary fluctuations; our liquidity and capital positions, including the sufficiency of our liquidity; the timely and efficient development of new products and services offered by the Company or its strategic partners, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value and acceptance of these products and services by users; the Bank's ability to maintain its Durbin Amendment exemption; the risks of dealing with or utilizing third parties, including, in connection with the Company’s prepaid card and tax refund advance businesses,businesses; the risk of reduced volume of refund advance loans as a result of reduced customer demand for or usage of the Bank’s strategic partners’ refund advance products; our relationship with, and any actions which may be initiated by, our regulators, and any related increases in compliance and other costs; changes in financial services laws and regulations, including laws and regulations relating to the tax refund industry; technological changes, including, but not limited to, the protection of our electronic systems and information; the impact of acquisitions and divestitures; litigation risk; the growth of the Company’s business, as well as expenses related thereto; continued maintenance by the Bank of its status as a well-capitalized institution; changes in consumer borrowing, spending, and saving habits; losses from fraudulent or illegal activity; technological risks and developments and cyber threats, attacks, or events; emerging external focus among regulators and other officials related to risks in connection with the development and use of artificial intelligence; the success of the Company at maintaining its high quality asset level and managing and collecting assets of borrowers in default should problem assets increase; and the potential adverse effects of unusual and infrequently occurring events, including the impact on financial markets from geopolitical conflicts such as the military conflicts in Ukraine and the Middle East,conflicts, government shutdowns, weather-related disasters, or public health events, such as pandemics, and any governmental or societal responses thereto.
The foregoing list of factors is not exclusive. We caution you not to place undue reliance on these forward-looking statements. The forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date hereof. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Additional discussions of factors affecting the Company’s business and prospects are reflected under the caption “Risk Factors” and in other sections of the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended September 30, 2025, and in the Company's other filings made with the SEC. The Company expressly disclaims any intent or obligation to update, revise, or clarify any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries, whether as a result of new information, changed circumstances, or future events or for any other reason.reason, except as required by applicable law.
The following discussion focuses on the consolidated financial condition of the Company at MarchJune 31,30, 2026, compared to September 30, 2025, and the consolidated results of operations for the three and sixnine months ended MarchJune 31,30, 2026 and 2025. This discussion should be read in conjunction with the Company’s consolidated financial statements, and notes thereto, for the fiscal year ended September 30, 2025 and the related management's discussion and analysis of financial condition and results of operations contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
•In April 2026, the Company released its 2025 Impact Report. The report highlights Pathward's deep partner expertise in enabling inclusive banking, payments, lending and tax solutions nationwide, while making progress on the Company's sustainability efforts.
•The Company's subsidiary Pathward®, N.A. announced it became Certified™ by Great Place To Work® for the fourth year in a row. This year, 88% of employees surveyed said Pathward is a Great Place To Work® – 31 points higher than the typical U.S. company. Great Place to Work® describes itself as the global authority on workplace culture, employee experience, and the leadership behaviors proven to deliver market-leading revenue, employee retention and increased innovation.
Financial Highlights for the 2026 Fiscal SecondThird Quarter
•Interest income from commercial finance loans increased by $6.1 million.
•Total noninterest income increased 4%, or $3.3 million, as a result of strong secondary market revenue generation.
•Noninterest expense decreased 7% as a result of disciplined expense management while the Company continued to make strategic investments across people, processes, and technology in order to execute on its long-term strategy.
•Total revenue was $276.3 million, which was driven by a 9% increase in noninterest income. This was primarily driven by growth in card and deposit fees of 22%, refund advance and other tax fee income of 18%, and refund transfer product fees of 7%. Noninterest income represented 55% of total revenue.
•New loan originations, excluding tax services,originations increased from $902$1.10 millionbillion to $1.31$1.86 billion, primarily driven by thean increase in consumer loan originations resulting from a new contract announced during fiscal 2025 withinand consumergrowth finance.with current partners.
•Annualized return on average assets was 3.56% and return on average tangible equity was 54.41%.
•The Company repurchased 855,201303,632 shares of common stock at an average share price of $84.15.$92.18. As of MarchJune 31,30, 2026, there were 3,430,8113,127,179 shares available for repurchase under the current common stock share repurchase program.
All reported numbers are for the sixnine months ended MarchJune 31,30, 2026 and are compared to the same fiscal period in the prior year.
The Tax Services business saw strong performance during fiscal 2026 as a result of significant work to grow the business, increase market share and evolve the underwriting model. Total tax services product revenue was $95.7$107.7 million, an increase of 13% compared to the prior year. This was driven by an increase in the number of refund advances, as well as higher origination volumes and an increaseincreases in refund transfers.advance and refund transfer product fees. Total tax services product fee income increased by $10.6$12.4 million and net interest income on tax services loans increased $0.2 million. Total tax services product expense increased $0.8$0.9 million when compared to the prior year.million.
Provision for credit losses for the tax services portfolio decreased $4.4$5.7 million when compared to the prior year as a result of the continued work on enhancing underwriting models and data analytics capabilities.
Total tax services product income, net of losses and direct product expenses, increased 30%29% to $62.0$77.1 million from $47.6$59.8 million. This increase is the result of significant work to grow this business, increase market share and evolve the underwriting model.
For the 2026 tax season through March 31, 2026, the Company originated $1.87 billion in refund advance loans compared to $1.66 billion during the 2025 tax season.
At MarchJune 31,30, 2026, the Company’s total assets decreasedincreased to $7.11$7.31 billion compared to $7.17 billion at September 30, 2025, primarily due to growth of $442.9 million in loans and leases, partially offset by reductions of $126.3$108.2 million in debt securities AFS, $82.1 million in loans held for sale, $56.5 million in debt securities AFS, $55.3$78.7 million in other assets, and an increase of $45.0$56.5 million in allowance for credit losses, partially offset by growth of $202.3 million in loans and leases and $37.0 million in cash and cash equivalents.losses.
Total cash and cash equivalents were $157.6$149.4 million at MarchJune 31,30, 2026, increasing from $120.6 million at September 30, 2025. The Company maintains its cash investments primarily in interest-bearing overnight deposits with the FHLB of Des Moines and the FRB. At MarchJune 31,30, 2026, the Company did not have any federal funds sold.
The Company's investment security balances at MarchJune 31,30, 2026 totaled $1.30$1.25 billion, as compared to $1.36 billion at September 30, 2025, due to principal pay downs. The Company’s portfolio of securities customarily consists primarily of MBS, which have expected lives much shorter than the stated final maturity, non-bank qualified obligations of states and political subdivisions, which mature in approximately 15 years or less, and other tax exempt municipal mortgage related pass through securities which have average lives much shorter than their stated final maturities. During the sixnine months ended MarchJune 31,30, 2026, the Company made no purchases of investment securities.
Through the Bank, the Company owns stock in the FHLB due to the Bank’s membership and participation in this banking system as well as stock in the FRB. The FHLB requires a level of stock investment based on a pre-determined formula. The Company’s investment in these stocks was $25.5$30.9 million at MarchJune 31,30, 2026 and $24.7 million at September 30, 2025, as purchases of FHLB membership stock were partially offset by redemptions during the sixnine months ended MarchJune 31,30, 2026.
Loans held for sale at MarchJune 31,30, 2026 totaled $53.1$97.3 million, decreasing from $179.4 million at September 30, 2025. This decrease was primarily driven by the sale of the consumer finance portfolio in October 2025, partially offset by an increase in SBA/USDA loans held for sale at March 31, 2026 compared to September 30, 2025.sale.
Total gross loans and leases totaled $4.87$5.11 billion at MarchJune 31,30, 2026, as compared to $4.66 billion at September 30, 2025. The increase was duedriven toby growth inacross theall portfolios, primarily within commercial finance and seasonal tax services portfolios, partially offset by a decrease in the consumer finance portfolio due to the aforementioned loan sale within that portfolio in October 2025, as well as a decrease in the warehouse finance portfolio.finance. See Note 4. Loans and Leases, Net to the “Notes to Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q.
Commercial finance loans, which comprised 84%85% of the Company's loan and lease portfolio, totaled $4.11$4.32 billion at MarchJune 31,30, 2026, reflecting an increase of $188.6$398.8 million, or 5%,10%, from September 30, 2025. The increase was primarily driven by an increase of $199.3$364.4 million in term lending and $67.0$104.4 million in asset-based lending, partially offset by a decrease of $76.2$100.4 million in other commercial finance. These changes are primarily the result of the Company's efforts to optimize the balance sheet.
Total end-of-period deposits decreasedincreased 1% to $5.85$5.95 billion at MarchJune 31,30, 2026, from $5.89 billion at September 30, 2025, primarily driven by aan decreaseincrease in noninterest-bearing deposits of $89.8$84.7 million, partially offset by ana increasedecrease in interest-bearingmoney checkingmarket deposits of $46.7$44.2 million.
The Company's total borrowings increased from $42.5 million at September 30, 2025 to $59.5$201.0 million at MarchJune 31,30, 2026, driven by an increase in short-term borrowings of $17.0$158.5 million. The Company's short-term borrowings fluctuate on a daily basis due to the nature of a portion of its noninterest-bearing deposit base.
At MarchJune 31,30, 2026, the Company’s stockholders’ equity totaled $850.7$851.1 million, a decrease of $6.8$6.3 million, from $857.5 million at September 30, 2025. The decrease was primarily attributable to a decrease in retained earnings, partially offset by an increase in additional paid-in capital and a decrease in accumulated other comprehensive loss. The Company and Bank remained above the federal regulatory minimum capital requirements at MarchJune 31,30, 2026, and continued to be classified as well-capitalized, and in good standing with the regulatory agencies. See “Liquidity and Capital Resources” for further information.
As of MarchJune 31,30, 2026, the Company managed $1.07$575.0 billionmillion of customer deposits at other banks in its capacity as custodian. These deposits provide the Company with the ability to earn servicing fee income, typically reflective of the EFFR.
The Company reported net income of $72.9$29.0 million, or $3.35earnings per diluted share,share of $1.37, for the three months ended MarchJune 31,30, 2026, compared to net income of $75.0$42.1 million, or $3.14earnings per diluted share,share of $1.81, for the three months ended MarchJune 31,30, 2025.
The Company reported net income of $108.1$137.0 million, or $4.89earnings per diluted share,share of $6.29, for the sixnine months ended MarchJune 31,30, 2026, compared to net income of $104.9$147.1 million, or $4.35earnings per diluted share,share of $6.17, for the sixnine months ended MarchJune 31,30, 2025.
Net interest income for the secondthird quarter of fiscal 2026 was $125.1$112.9 million, a decrease of 8% compared to the same quarter in fiscal 2025,2025. whichThe decrease was primarily driven by decreasesan $11.6 million reduction in interest income of $12.8 million on the consumer finance portfolio and $4.2 million of cash and fed funds sold.portfolio. Interest income on the consumer finance portfolio was impacted by the sale of a portfolio in October 2025 that was previously accounted for using a gross accounting methodology, and therefore, recorded at higher yields with offsetting entries not included in net interest income. Partially offsetting that decrease, interest income from commercial finance loans and leases increased $8.4$6.1 million overyear-over-year thatas samethe period.Company continues to have strong originations.
For the sixnine months ended MarchJune 31,30, 2026, net interest income was $244.5$357.4 million, a decrease of 7% compared to the same period in the prior fiscal year.
The Company’s average interest-earning assets for the secondthird quarter of fiscal 2026 decreasedincreased by $107.4$273.8 million to $7.65$6.88 billion compared to the same quarter in fiscal 2025,2025 due to decreasesincreases in the average outstanding balances in total loans and leases and cash and fed funds sold and total investments securities.sold. The decreaseincrease was partially offset by ana increasedecrease in the average outstanding balance of total loans and leases. These results are expected as the Company continues to shift the balance sheet toward higher returning assets.investments. The secondthird quarter average outstanding balance of loans and leases increased $437.9$406.2 million compared to the same quarter of the prior fiscal year,year due to increasesan increase in the commercial finance and tax services portfolios,portfolio, partially offset by decreases in the consumer finance portfolio and warehouse finance portfolios.portfolio.
Fiscal 2026 secondthird quarter NIM decreased to 6.63%6.59% from 7.12%7.43% in the secondthird fiscal quarter of 2025 primarily due to the aforementioned sale of the consumer finance portfolio in October 2025. The overall reported tax-equivalent yield (“TEY”) on average interest-earning assets decreased 4886 basis points to 6.95%6.66% compared to the prior year quarter. The yield on the loan and lease portfolio was 8.43%7.99% compared to 9.54%9.33% for the comparable period last year and the TEY on the securities portfolio was 3.06%3.00% compared to 3.11%3.10% over that same period. The decreases in the TEY on average interest-earning assets and the yield on the loan and lease portfolio were also primarily driven by the aforementioned sale of the consumer finance portfolio.
For the sixnine months ended MarchJune 31,30, 2026, NIM was 6.78%,6.72%, a decrease of 4658 basis points from 7.24%7.30% compared to the same period in the prior fiscal year.
The Company's cost of funds for all deposits and borrowings averaged 0.33%0.07% during the fiscal 2026 secondthird quarter, as compared to 0.32%0.08% during the prior year quarter. The Company's overall cost of deposits was 0.25%0.01% in the fiscal secondthird quarter of 2026, as compared to 0.23%0.02% during the prior year quarter.
The Company recognized a provision for credit losses of $45.6$28.3 million for the quarter ended MarchJune 31,30, 2026, compared to $35.3$9.3 million for the comparable period in the prior fiscal year. The year-over-year increase was primarily due to increases in the commercial finance portfolio provision of $19.0$22.6 million, partially offset by decreases in the consumer finance portfolio provision of $6.9$3.0 million and in the tax services portfolio provision of $1.7$1.3 million. The Companyincrease recognized net charge-offs of $5.8 million forin the quarterprovision ended March 31, 2026, compared to net charge-offs of $6.4 million for the quarter ended March 31, 2025. Net charge-offs attributable toin the commercial finance portfolio andwas consumerprimarily financedriven portfolioby werespecific $14.5reserves millionon two loans and $1.1an million, respectively, while net recoveries of $9.7 million were recognizedincrease in the seasonalcurrent taxexpected servicescredit portfolio.loss Net("CECL") charge-offs attributable to the commercial finance portfolio and consumer finance portfolio for the same quarter of the prior year were $6.9 million and $6.3 million, respectively, while net recoveries of $6.8 million were recognized in the tax services portfolio.reserve.
The Company recognized net charge-offs of $16.0 million for the quarter ended June 30, 2026, of which $15.9 million was attributable to the commercial finance portfolio. Net charge-offs of $6.1 million for the quarter ended June 30, 2025, comprised of $5.8 million within the consumer finance portfolio and $1.7 million within the commercial finance portfolio, while net recoveries of $1.4 million were recognized in the seasonal tax services portfolio.
The Company recognized a provision for credit losses of $48.8$77.2 million for the sixnine months ended MarchJune 31,30, 2026, compared to $53.9$63.2 million for the comparable period in the prior fiscal year. The decreaseincrease was primarily due to decreasesan increase in provision for credit losses in the consumercommercial finance portfolio of $12.2 million and tax services portfolio of $4.4$34.1 million, partially offset by ana increasedecrease in the commercialconsumer finance portfolio provision of $11.6$15.2 million. The Company recognized net charge-offs of $3.6$19.7 million for the sixnine months ended MarchJune 31,30, 2026, compared to net charge-offs of $22.6$28.8 million for the sixnine months ended MarchJune 31,30, 2025. Net charge-offs attributable to the commercial finance portfolio and the consumer finance portfolio for the sixnine months ended MarchJune 31,30, 2026 were $13.2$29.1 million and $2.6$3.7 million, respectively, while net recoveries of $12.2$13.1 million were recognized in the tax services portfolio. Net charge-offs attributable to the commercial finance portfolio and the consumer finance portfolio were $14.9$16.6 million and $14.0$19.8 million, respectively, for the same sixnine months of the prior year, while net recoveries of $6.3$7.7 million were recognized in the tax services portfolio.
Fiscal 2026 secondthird quarter noninterest income increased 9%4% to $151.2$76.7 million, compared to $138.5$73.4 million for the same period of the prior year. The increase was driven by increases in refundsecondary advancemarket andrevenue otheras taxthe feeCompany income,was cardable andto depositcatch fees,up andon sales as government agencies cleared earlier-year backlogs, higher refund transfer product fees, and other income. This was partially offset by decreases in secondaryrental market revenueincome and rental income. Secondary market revenue in the prior year period was elevated by the gain from a portfolio sale within working capital. That gain was partially offset by a loss on sale of securitiescard and adeposit loss on divestiture that were also recognized in the prior year period.fees.
Servicing fee income on custodial deposits totaled $7.8$7.5 million during the 2026 fiscal secondthird quarter, as compared to $6.5$7.9 million for the same period of the prior year. The year-over-year increase in servicing fee income on custodial deposit balances held at Program Banks was due to higher quarterly average deposits balances held at Program Banks.
Noninterest income for the sixnine months ended MarchJune 31,30, 2026 increased to $204.9$281.7 million from $195.9$269.3 million for the same period of the prior year.
Noninterest expense decreased 3%7% to $143.5$129.1 million in the secondthird quarter of fiscal 2026, compared to $148.2$139.3 million for the same quarter last year. The decrease was primarily attributable to reductions in card processing expense and otherlower expense,legal and consulting expense. These decreases were partially offset by increases in compensation and benefits and building and software expense.expenses that directly correlate to the execution of the Company's long-term strategy, particularly investments in people, processes, and technology.
Card processing expense is primarily driven by rate-related agreements with Partner Solutions relationships.relationships Theand amountsubject of expense paid under those agreements is based on an agreed upon rate index that varies depending on theto deposit levels, floor rates, market conditions, and other performance conditions. Generally, this rate index is based on a percentage of the EFFR and reprices immediately upon a change in the EFFR. Approximately 66%68% of the deposit portfolio was subject to these rate-related processing expenses during the fiscal 2026 secondthird quarter. For the fiscal quarter ended MarchJune 31,30, 2026, contractual, rate-related processing expensesexpense werewas $25.4$23.3 million, as compared to $28.4$25.1 million for the fiscal quarter ended MarchJune 31,30, 2025.
Noninterest expense for the sixnine months ended MarchJune 31,30, 2026 decreased to $270.7$399.8 million from $276.0$415.3 million for the same period of the prior year.
The Company recorded an income tax expense of $14.2$3.1 million, representing an effective tax rate of 16.2%,9.5%, for the fiscal 2026 secondthird quarter, compared to an income tax expense of $16.2$4.8 million, representing an effective tax rate of 17.7%,10.2%, for the secondthird quarter last fiscal year. The current quarter decrease in income tax expense compared to the prior year quarter was primarily driven by researcha taxdecrease credits.in income.
The Company originated $8.0$5.3 million in renewable energy leases during the fiscal 2026 secondthird quarter, resulting in $2.0$1.4 million in total net investment tax credits. During the secondthird quarter of fiscal 2025, the Company originated $1.9$2.1 million in renewable energy leases resulting in $0.5$0.2 million in total net investment tax credits. For the sixnine months ended MarchJune 31,30, 2026, the Company originated $27.7$32.9 million in renewable energy leases, compared to $11.2$13.3 million for the comparable prior year period. Investment tax credits related to renewable energy leases are recognized ratably based on income throughout each fiscal year.
The Company recorded an income tax expense of $21.4$24.4 million, representing an effective tax rate of 16.5%15.1% for the sixnine months ended MarchJune 31,30, 2026, compared to an income tax expense of $22.2$27.0 million, or an effective tax rate of 17.4%,15.4%, for the sixnine months ended MarchJune 31,30, 2025.
The Company believes that the level of allowance for credit losses at MarchJune 31,30, 2026 was appropriate and reflected probable losses related to these loans and leases; however, there can be no assurance that all loans and leases will be fully collectible or that the present level of the allowance will be adequate in the future. See the section below titled “Allowance for Credit Losses” for further information.
The Company's nonperforming assets at MarchJune 31,30, 2026 were $119.8$277.5 million, representing 1.68%3.79% of total assets, compared to $101.7 million, or 1.42% of total assets at September 30, 2025. The increase in the nonperforming assets as a percentage of total assets at MarchJune 31,30, 2026 compared to September 30, 2025, was driven by an increase in nonperforming loans in the commercial finance portfolio.and consumer finance portfolios.
The Company's nonperforming loans and leases at MarchJune 31,30, 2026 were $117.7$275.1 million, representing 2.39%5.28% of total gross loans and leases, compared to $99.1 million, or 2.05% of total gross loans and leases at September 30, 2025. The primary reason for the increase in nonperforming commercial finance loans was related to certain renewable energy construction projects with a common developer. The Company continues to work with other parties in these projects to bring them to completion.
On the basis of management’s review of its loans, leases, and other assets, at MarchJune 31,30, 2026, the Company had classified loans and leases of $247.3$370.3 million as substandard, $18.3$21.2 million as doubtful and none as loss. At September 30, 2025, the Company classified loans and leases of $244.9 million as substandard, $13.7 million as doubtful and none as loss.
The Company's ACL totaled $98.3$109.8 million at MarchJune 31,30, 2026, an increase compared to $53.3 million at September 30, 2025. The increase in the ACL at MarchJune 31,30, 2026, when compared to September 30, 2025, was primarily due to increases of $35.3$30.1 million in the allowance related to the seasonal tax services portfolio and $9.5$27.6 million in the allowance related to the commercial finance portfolio. The increase in the ACL in the commercial finance portfolio was primarily driven by specific reserves on two loans and an increase in the CECL reserve.
The Company's ACL as a percentage of total loans and leases increased to 2.02%2.15% at MarchJune 31,30, 2026 from 1.14% at September 30, 2025 and decreased from 2.30%2.23% at MarchJune 31,30, 2025. The increase in the total loans and leases coverage ratio from September 30, 2025 was primarily driven by increases in the ACL related to the commercial finance portfolio and the tax services portfolio. The year-over-year decrease in the total loans and leases coverage ratio was primarily driven by the decrease in the ACL related to the decrease in the consumer finance portfolio due to the aforementioned loan sale within the consumer finance portfolio in October 2025. The year-over-year decrease in the total loans and leases coverage ratio was partially offset by an increase in the ACL related to the commercial finance portfolio.
The Company’s financial statements are prepared in accordance with GAAP. The financial information contained within these financial statements is, to a significant extent, based on approximate measures of the financial effects of transactions and events that have already occurred. Management has identified its critical accounting policies, which are those policies that, in management's view, are most important in the portrayal of our financial condition and results of operations. These policies involve complex and subjective decisions and assessments. Some of these estimates may be uncertain at the time they are made, could change from period to period, and could have a material impact on the financial statements. A discussion of the Company’s critical accounting policies and estimates can be found in the Company's Form 10-K for the year ended September 30, 2025. There were no significant changes to these critical accounting policies and estimates during the first sixnine months of fiscal 2026.
At MarchJune 31,30, 2026, the Company had unfunded loan and lease commitments of $1.55$1.72 billion. Management believes that loan repayment and other sources of funds will be adequate to meet its foreseeable short- and long-term liquidity needs. The liquidity sources as of MarchJune 31,30, 2026 include $157.6$149.4 million in cash and cash equivalents and $1.07$575.0 billionmillion in custodial deposits. When factoring in additional resources, such as the Federal Home Loan Bank, the Federal Reserve Discount Window and other unsecured funding and wholesale options, the Company has over $2.73$2.71 billion in total available liquidity as of MarchJune 31,30, 2026. Due to the characteristics of the Company's deposit portfolio, uninsured deposits remained less than 15% of total deposits during the fiscal 2026 secondthird quarter and below the Company's available liquidity.
The Capital Rules require the Company and the Bank to maintain minimum ratios (set forth in the table below) of total risk-based capital and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and a leverage ratio consisting of Tier 1 capital (as defined) to average assets (as defined). At MarchJune 31,30, 2026, the Company and the Bank exceeded federal regulatory minimum capital requirements to be classified as well-capitalized under the prompt corrective action requirements. The Company and the Bank took the AOCI opt-out election; under the rule, non-advanced approach banking organizations were given a one-time option to exclude certain AOCI components.
See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations" in the Company’s Form 10-K for its fiscal year ended September 30, 2025 for a summary of our contractual obligations as of September 30, 2025. There were no material changes outside the ordinary course of our business in contractual obligations from September 30, 2025 through MarchJune 31,30, 2026.
CASH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (2 insiders, 2 trade dates, 9,500 shares, about $802.2K). Net open-market shares: -9,500 (purchases minus sales); net value about -$802.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-04 | Mehta Neeraj |
Grant/award | 400 | — | — |
| 2026-09-04 | Mccray Ronald D |
Grant/award | 400 | — | — |
| 2026-09-04 | Hoople Elizabeth G. |
Grant/award | 400 | — | — |
| 2026-09-04 | Perretta Christopher |
Grant/award | 400 | — | — |
| 2026-09-04 | Shulman Becky S |
Grant/award | 400 | — | — |
| 2026-09-04 | Hajek Douglas J. |
Grant/award | 400 | — | — |
| 2026-09-04 | Stork Kendall E |
Grant/award | 400 | — | — |
| 2026-09-04 | Zlatkus Lizabeth H |
Grant/award | 400 | — | — |
| 2026-06-07 | Ferri Eric Anthony |
Grant/award | 8,638 | — | — |
| 2026-05-29 | Hoople Elizabeth G. |
Open-market sale | 4,500 | $82.29 | $370.3K |
| 2026-04-29 | Hajek Douglas J. |
Open-market sale | 5,000 | $86.37 | $431.9K |
Well-known investors holding CASH (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 256,026 | $22.3M | 0.01% | Added 93% |
| Millennium Management (Israel Englander) | 2026-06-30 | 166,532 | $14.5M | 0.01% | Added 87% |
| Two Sigma Investments | 2026-06-30 | 144,359 | $12.6M | 0.01% | Reduced 47% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 98,349 | $8.6M | 0.0% | Added 124% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 18,980 | $1.7M | 0.0% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 11,902 | $1.0M | 0.0% | Added 4% |
| Renaissance Technologies | 2026-06-30 | 10,000 | $870.6K | 0.0% | Reduced 78% |