CASH 10-Q Quarterly Report March 31, 2025

META FINANCIAL GROUP INC

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cash-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 0-22140

PATHWARD FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware			42-1406262
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

5501 South Broadband Lane , Sioux Falls , South Dakota 57108

(Address of principal executive offices and Zip Code)

( 877 ) 497-7497

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	CASH	The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class:	Outstanding at September 5, 2025:
Common Stock, $.01 par value	22,772,570	Shares
Nonvoting Common Stock, $.01 par value	0	Nonvoting shares

PATHWARD FINANCIAL, INC.

FORM 10-Q

Table of Contents


Description		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	2

	Condensed Consolidated Statements of Financial Condition as of March 31, 202 5 and September 30, 2024	2

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 202 5 and 202 4 (As Res tated)	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended March 31, 202 5 and 202 4 (As Restated)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended March 31 , 202 5 and 202 4 ( As Restated)	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 202 5 and 202 4 (As Restated)	6

	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	55

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57


Item 3.	Defaults Upon Senior Securities	57
Item 4.	Mine Safety Disclosures	57
Item 5.	Other Information	57
Item 6.	Exhibits	58
	SIGNATURES	59

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PATHWARD FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Condition


(Dollars in thousands, except per share data)	March 31, 2025		September 30, 2024
ASSETS	(Unaudited)		(Audited)
Cash and cash equivalents	$	254,249	$	158,337
Securities available for sale, at fair value	1,411,520		1,741,221
Securities held to maturity, at amortized cost (fair value $ 26,492 and $ 30,236 , respectively)	31,335		33,092
Federal Reserve Bank and Federal Home Loan Bank Stock, at cost	24,276		36,014
Loans held for sale	45,767		691,688
Loans and leases	4,464,870		4,075,195
Allowance for credit losses	( 102,890 )		( 71,765 )
Accrued interest receivable	37,081		31,385
Premises, furniture, and equipment, net	39,542		39,055
Rental equipment, net	202,194		205,339
Goodwill and intangible assets	311,992		326,094
Other assets	274,850		266,362
Total assets	$	6,994,786	$	7,532,017

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES

Deposits	$	5,819,209	$	5,875,085
Short-term borrowings	—		377,000
Long-term borrowings	33,405		33,354
Accrued expenses and other liabilities	328,125		424,389
Total liabilities	6,180,739		6,709,828

STOCKHOLDERS’ EQUITY
Preferred stock, 3,000,000 shares authorized, no shares issued, none outstanding at March 31, 2025 and September 30, 2024, respectively	—		—
Common stock, $ 0.01 par value; 90,000,000 shares authorized, 23,629,154 and 24,851,122 shares issued, 23,558,939 and 24,847,353 shares outstanding at March 31, 2025 and September 30, 2024, respectively	235		248
Common stock, Nonvoting, $ 0.01 par value; 3,000,000 shares authorized, no shares issued, none outstanding at March 31, 2025 and September 30, 2024, respectively	—		—
Additional paid-in capital	643,888		638,803
Retained earnings	341,775		337,058
Accumulated other comprehensive loss	( 166,311 )		( 153,394 )
Treasury stock, at cost, 70,215 and 3,769 common shares at March 31, 2025 and September 30, 2024, respectively	( 4,882 )		( 249 )
Total equity attributable to parent	814,705		822,466
Noncontrolling interest	( 658 )		( 277 )
Total stockholders’ equity	814,047		822,189
Total liabilities and stockholders’ equity	$	6,994,786	$	7,532,017

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

PATHWARD FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended March 31,				Six Months Ended March 31,
(Dollars in thousands, except per share data)	2025		2024		2025		2024
			(As Restated)				(As Restated)
Interest and dividend income:
Loans and leases, including fees	$	119,755	$	113,083	$	231,604	$	216,937
Mortgage-backed securities	8,580		9,998		17,566		20,047
Other investments	13,669		14,013		21,190		24,899
	142,004		137,094		270,360		261,883
Interest expense:
Deposits	4,086		6,685		4,861		10,211
FHLB advances and other borrowings	1,639		1,775		3,971		4,111
	5,725		8,460		8,832		14,322

Net interest income	136,279		128,634		261,528		247,561

Provision for credit loss	35,266		29,744		53,927		37,502

Net interest income after provision for credit loss	101,013		98,890		207,601		210,059

Noninterest income:
Refund transfer product fees	32,663		28,942		33,073		29,364
Refund advance and other tax fee income	48,585		43,200		49,110		43,311
Card and deposit fees	30,793		35,344		59,859		66,094
Rental income	13,200		13,720		26,908		27,179
(Loss) on sale of securities	( 7,228 )		—		( 22,899 )		—
Gain (loss) on divestitures	( 1,360 )		—		15,044		—
Secondary market revenue	15,378		1,401		19,755		1,370

Gain on sale of other	627		294		1,614		3,165
Other income	5,866		6,044		13,438		11,223
Total noninterest income	138,524		128,945		195,902		181,706

Noninterest expense:
Compensation and benefits	51,905		54,073		101,197		100,725
Refund transfer product expense	8,475		7,366		8,583		7,558
Refund advance expense	1,265		1,846		1,299		1,876
Card processing	36,239		35,163		69,552		69,747
Occupancy and equipment expense	10,306		9,293		20,013		18,141
Operating lease equipment depreciation	11,779		10,424		23,206		20,847
Legal and consulting	5,879		6,141		11,103		11,033
Intangible amortization	1,082		1,240		1,894		2,224
Impairment expense	1,514		2,013		1,514		2,013
Other expense	19,733		13,183		37,612		27,655
Total noninterest expense	148,177		140,742		275,973		261,819

Income before income tax expense	91,360		87,093		127,530		129,946

Income tax expense	16,166		16,926		22,171		24,623

Net income before noncontrolling interest	75,194		70,167		105,359		105,323
Net income attributable to noncontrolling interest	237		249		436		506
Net income attributable to parent	$	74,957	$	69,918	$	104,923	$	104,817

Earnings per common share:
Basic	$	3.16	$	2.74	$	4.37	$	4.07
Diluted	$	3.14	$	2.74	$	4.35	$	4.07

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

PATHWARD FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended March 31,				Six Months Ended March 31,
(Dollars in thousands)	2025		2024		2025		2024
			(As Restated)				(As Restated)
Net income before noncontrolling interest	$	75,194	$	70,167	$	105,359	$	105,323

Other comprehensive income (loss):
Change in net unrealized gain (loss) on debt securities	25,517		( 23,414 )		( 36,823 )		65,121
Net loss realized on debt securities	7,228		—		22,899		—
	32,745		( 23,414 )		( 13,924 )		65,121
Unrealized gain (loss) on currency translation	( 22 )		( 579 )		( 2,039 )		39
Deferred income tax effect	8,117		( 5,856 )		( 3,046 )		16,287
Total other comprehensive income (loss)	24,606		( 18,137 )		( 12,917 )		48,873
Total comprehensive income	99,800		52,030		92,442		154,196
Total comprehensive income attributable to noncontrolling interest	237		249		436		506
Comprehensive income attributable to parent	$	99,563	$	51,781	$	92,006	$	153,690

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

PATHWARD FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)


	Three Months Ended
(Dollars in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Pathward Financial, Inc. Stockholders’ Equity		Noncontrolling interest		Total Stockholders’ Equity
Balance, December 31, 2024 (As Restated)	$	241	$	640,422	$	313,446	$	( 190,917 )	$	( 4,882 )	$	758,310	$	( 756 )	$	757,554
Cash dividends declared on common stock ($ 0.05 per share)	—		—		( 1,190 )		—		—		( 1,190 )		—		( 1,190 )

Repurchases of common stock	( 6 )		6		( 45,438 )		—		—		( 45,438 )		—		( 45,438 )

Stock compensation	—		3,460		—		—		—		3,460		—		3,460
Total other comprehensive income	—		—		—		24,606		—		24,606		—		24,606

Net income	—		—		74,957		—		—		74,957		237		75,194
Net distribution to noncontrolling interest	—		—		—		—		—		—		( 139 )		( 139 )
Balance, March 31, 2025	$	235	$	643,888	$	341,775	$	( 166,311 )	$	( 4,882 )	$	814,705	$	( 658 )	$	814,047

Balance, December 31, 2023 (As Restated)	$	260	$	629,737	$	268,427	$	( 188,433 )	$	( 5,235 )	$	704,756	$	( 510 )	$	704,246
Cash dividends declared on common stock ($ 0.05 per share)	—		—		( 1,267 )		—		—		( 1,267 )		—		( 1,267 )
Issuance of common stock due to restricted stock	2		—		—		—		—		2		—		2
Repurchases of common stock	( 8 )		8		( 39,500 )		—		( 946 )		( 40,446 )		—		( 40,446 )

Stock compensation	—		4,670		—		—		—		4,670		—		4,670
Total other comprehensive loss	—		—		—		( 18,137 )		—		( 18,137 )		—		( 18,137 )

Net income (Restated)	—		—		69,918		—		—		69,918		249		70,167
Net distribution to noncontrolling interest	—		—		—		—		—		—		( 159 )		( 159 )
Balance, March 31, 2024 (As Restated)	$	254	$	634,415	$	297,578	$	( 206,570 )	$	( 6,181 )	$	719,496	$	( 420 )	$	719,076

	Six Months Ended
(Dollars in thousands, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Pathward Financial, Inc. Stockholders’ Equity		Noncontrolling interest		Total Stockholders’ Equity
Balance, September 30, 2024 (As Restated)	$	248	$	638,803	$	337,058	$	( 153,394 )	$	( 249 )	$	822,466	$	( 277 )	$	822,189
Cash dividends declared on common stock ($ 0.10 per share)	—		—		( 2,392 )		—		—		( 2,392 )		—		( 2,392 )

Repurchases of common stock	( 13 )		13		( 97,814 )		—		( 4,633 )		( 102,447 )		—		( 102,447 )

Stock compensation	—		5,072		—		—		—		5,072		—		5,072
Total other comprehensive loss	—		—		—		( 12,917 )		—		( 12,917 )		—		( 12,917 )

Net income	—		—		104,923		—		—		104,923		436		105,359
Net distribution to noncontrolling interest	—		—		—		—		—		—		( 817 )		( 817 )
Balance, March 31, 2025	$	235	$	643,888	$	341,775	$	( 166,311 )	$	( 4,882 )	$	814,705	$	( 658 )	$	814,047

Balance, September 30, 2023 (As Restated)	$	262	$	628,500	$	246,377	$	( 255,443 )	$	( 344 )	$	619,352	$	( 1,005 )	$	618,347
Cash dividends declared on common stock ($ 0.10 per share)	—		—		( 2,566 )		—		—		( 2,566 )		—		( 2,566 )
Issuance of common stock due to restricted stock	3		—		—		—		—		3		—		3
Repurchases of common stock	( 11 )		11		( 50,527 )		—		( 5,837 )		( 56,364 )		—		( 56,364 )

Stock compensation	—		5,904		—		—		—		5,904		—		5,904
Total other comprehensive income	—		—		—		48,873		—		48,873		—		48,873
Joint venture membership interest divestiture	—		—		( 523 )		—		—		( 523 )		—		( 523 )
Net income (Restated)	—		—		104,817		—		—		104,817		506		105,323
Net distribution to noncontrolling interest	—		—		—		—		—		—		79		79
Balance, March 31, 2024 (As Restated)	$	254	$	634,415	$	297,578	$	( 206,570 )	$	( 6,181 )	$	719,496	$	( 420 )	$	719,076

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

PATHWARD FINANCIAL, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended March 31,
(Dollars in thousands)	2025		2024
Cash flows from operating activities:			(As Restated)
Net income before noncontrolling interest	$	105,359	$	105,323
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	30,330		29,457
Provision for credit loss	53,927		37,502
Provision for deferred taxes	11,919		8,058
Originations of loans held for sale	( 1,377,073 )		( 933,786 )
Proceeds from sales of loans held for sale	1,146,702		968,998
Net change in loans held for sale	266,707		17,924
Net realized loss (gain) on securities available for sale	22,899		—
Net realized (gain) loss on loans held for sale	( 19,755 )		( 1,370 )

Net realized (gain) loss on divestitures	( 15,044 )		—
Net realized (gain) on other	( 1,614 )		( 3,165 )

Impairment on rental equipment	1,514		2,013
Net change in accrued interest receivable	( 5,696 )		( 7,012 )
Net change in other assets	( 15,137 )		( 14,007 )
Net change in accrued expenses and other liabilities	( 93,517 )		16,671
Stock compensation	5,072		5,904
Net cash provided by operating activities	116,593		232,510

Cash flows from investing activities:
Purchases of securities available for sale	( 2,280 )		—
Proceeds from sales of securities available for sale	217,883		—
Proceeds from maturities of and principal collected on securities available for sale	77,087		89,476
Proceeds from maturities of and principal collected on securities held to maturity	1,668		1,811
Purchases of Federal Reserve Bank and Federal Home Loan Bank stock	( 138,834 )		( 183,010 )
Redemption of Federal Reserve Bank and Federal Home Loan Bank stock	150,572		185,377
Purchases of loans and leases	( 166,651 )		( 163,091 )
Net change in loans and leases	( 302,546 )		238,799
Purchases of premises, furniture, and equipment	( 5,668 )		( 3,592 )
Purchases of rental equipment	( 87,111 )		( 173,005 )
Proceeds from sales of rental equipment	8,308		4,951
Net change in rental equipment	368		188

Proceeds from divestitures, net of transaction costs	608,455		—
Proceeds from sale of other assets	407		4,091
Proceeds from loans held for sale previously classified as portfolio loans	146,158		—
Net cash provided by (used in) investing activities	507,816		1,995

Cash flows from financing activities:
Net change in deposits	( 43,802 )		( 220,838 )
Net change in short-term borrowings	( 377,000 )		18,000
Principal payments on other liabilities	—		( 550 )
Dividends paid on common stock	( 2,392 )		( 2,566 )
Issuance of common stock due to restricted stock	—		3
Repurchases of common stock	( 102,447 )		( 56,364 )
Investment by (distributions to) noncontrolling interest	( 817 )		79
Net cash provided by (used in) financing activities	( 526,458 )		( 262,236 )

Table of Contents


Effect of exchange rate changes on cash	( 2,039 )		39

Net change in cash and cash equivalents	95,912		( 27,692 )

Cash and cash equivalents at beginning of fiscal year	158,337		375,580
Cash and cash equivalents at end of fiscal period	$	254,249	$	347,888


	Six Months Ended March 31,
(Dollars in thousands)	2025		2024
Supplemental disclosure of cash flow information			(As Restated)
Cash paid during the period for:
Interest	$	9,220	$	12,608
Income taxes	9,730		9,694
Franchise and other taxes	401		398
Supplemental schedule of non-cash investing activities:




Transfers

Held for sale to loans and leases	$	22,686	$	—
Loans and leases to held for sale	130,011		—
Loans and leases to rental equipment	2,588		2,538

Rental equipment to loan and leases	60,398		143,752



Recognition of operating lease ROU assets, net of measurements	—		654
Joint venture membership interest divestiture	—		524

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

PATHWARD FINANCIAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION

The interim unaudited Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended September 30, 2024 included in Pathward Financial, Inc.’s ("Pathward Financial" or the “Company") Annual Report on Form 10-K, as amended by Amendment No. 1 thereto, filed with the Securities and Exchange Commission ("SEC") on August 29, 2025 (the "Form 10-K/A"). Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements have been omitted.

The financial information of the Company included herein has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of the three and six months ended March 31, 2025 are not necessarily indicative of the results expected for the fiscal year ending September 30, 2025.

Certain prior fiscal year amounts have been reclassified to conform to the current year financial statement presentation. These reclassifications did not impact previously reported net income, comprehensive income or the statement of financial condition. Additionally, the Company began using "Secondary Market Revenue" on the Condensed Consolidated Statement of Operations for the interim period ending March 31, 2025 versus the previous caption of "Gain (Loss) on Sale of Loans and Leases". This line item exclusively comprises gains or losses realized from the sale of loans and leases, including any adjustments to record loans held for sale at the lower of amortized cost basis or fair value in accordance with ASC 860-20-50-5. There were no reclassifications of fiscal year amounts or prior period amounts as a result of this change in financial statement caption description.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING STANDARDS UPDATES ("ASU")

Significant accounting policies in effect and disclosed within the Company’s most recent audited consolidated financial statements as of September 30, 2024 remain substantially unchanged.

The following ASU became effective for the Company on October 1, 2024, and did not have a material impact on the Company’s significant accounting policies or Condensed Consolidated Financial Statements:

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosures primarily by enhancing disclosure requirements about significant segment expenses and additional interim disclosure requirements. The amendments will first be applied to the Company's annual financial statements for the year ending September 30, 2025 using a retrospective transition method. This ASU impacts disclosure only, and therefore does not have an impact on our consolidated financial statements.

The following ASUs have been issued and are considered applicable to the Company but have not yet been adopted.

ASU 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures . This ASU requires enhanced income tax disclosures primarily related to the rate reconciliation and income taxes paid information to provide further transparency surrounding the Company’s income tax position. The amendments in this ASU will be effective for the Company beginning on October 1, 2025. This ASU impacts annual income tax disclosures only. The Company is currently evaluating the impact of such amendments to our Income Tax disclosures.

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures . This ASU requires entities to disclose specified information about certain costs and expenses within relevant expense captions in both annual and interim financial reporting. If costs and expenses do not fall within one of the disaggregated captions, qualitative description is required. The amendments in this ASU will be effective for the Company beginning October 1, 2027. This ASU impacts disclosure only, and therefore will not impact our

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consolidated financial statements. The Company is currently evaluating the impact of this ASU on required annual and interim disclosures.

NOTE 3. DIVESTITURES

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


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

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

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

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

Premium on transaction	31,200		—		31,200

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

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

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NOTE 4. SECURITIES

The amortized cost, gross unrealized gains and losses and estimated fair values of debt securities available for sale ("AFS") and held to maturity ("HTM") are presented below.


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Debt Securities AFS
March 31, 2025
Corporate securities	$	25,000	$	—	$	( 3,875 )	$	21,125
SBA securities	13,122		—		( 1,208 )		11,914
Obligations of states and political subdivisions	200		—		—		200
Non-bank qualified obligations of states and political subdivisions	223,512		26		( 31,536 )		192,002
Asset-backed securities	159,206		358		( 2,303 )		157,261
Mortgage-backed securities	1,207,481		13		( 178,476 )		1,029,018
Total debt securities AFS	$	1,628,521	$	397	$	( 217,398 )	$	1,411,520
September 30, 2024
Corporate securities	$	25,000	$	—	$	( 5,250 )	$	19,750
SBA securities	86,036		—		( 4,101 )		81,935
Obligations of states and political subdivisions	501		—		( 21 )		480
Non-bank qualified obligations of states and political subdivisions	246,233		44		( 28,287 )		217,990
Asset-backed securities	192,979		337		( 3,618 )		189,698
Mortgage-backed securities	1,393,549		84		( 162,265 )		1,231,368
Total debt securities AFS	$	1,944,298	$	465	$	( 203,542 )	$	1,741,221

Debt Securities HTM
March 31, 2025
Non-bank qualified obligations of states and political subdivisions	$	29,350	$	—	$	( 4,613 )	$	24,737
Mortgage-backed securities	1,985		—		( 230 )		1,755
Total debt securities HTM	$	31,335	$	—	$	( 4,843 )	$	26,492
September 30, 2024
Non-bank qualified obligations of states and political subdivisions	$	31,060	$	—	$	( 2,668 )	$	28,392
Mortgage-backed securities	2,032		—		( 188 )		1,844
Total debt securities HTM	$	33,092	$	—	$	( 2,856 )	$	30,236

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Gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous loss position, were as follows:


	LESS THAN 12 MONTHS				OVER 12 MONTHS				TOTAL
(Dollars in thousands)	Fair Value		Gross Unrealized (Losses)		Fair Value		Gross Unrealized (Losses)		Fair Value		Gross Unrealized (Losses)
Debt Securities AFS
March 31, 2025
Corporate securities	$	—	$	—	$	21,125	$	( 3,875 )	$	21,125	$	( 3,875 )
SBA securities	—		—		11,914		( 1,208 )		11,914		( 1,208 )

Non-bank qualified obligations of states and political subdivisions	—		—		190,046		( 31,536 )		190,046		( 31,536 )
Asset-backed securities	36,156		( 313 )		63,930		( 1,990 )		100,086		( 2,303 )
Mortgage-backed securities	14,473		( 123 )		1,013,605		( 178,353 )		1,028,078		( 178,476 )
Total debt securities AFS	$	50,629	$	( 436 )	$	1,300,620	$	( 216,962 )	$	1,351,249	$	( 217,398 )
September 30, 2024
Corporate securities	$	—	$	—	$	19,750	$	( 5,250 )	$	19,750	$	( 5,250 )
SBA securities	—		—		81,935		( 4,101 )		81,935		( 4,101 )
Obligations of state and political subdivisions	—		—		280		( 21 )		280		( 21 )
Non-bank qualified obligations of states and political subdivisions	—		—		215,956		( 28,287 )		215,956		( 28,287 )
Asset-backed securities	52,101		( 176 )		88,576		( 3,442 )		140,677		( 3,618 )
Mortgage-backed securities	2,377		( 15 )		1,215,781		( 162,250 )		1,218,158		( 162,265 )
Total debt securities AFS	$	54,478	$	( 191 )	$	1,622,278	$	( 203,351 )	$	1,676,756	$	( 203,542 )

Debt Securities HTM
March 31, 2025
Non-bank qualified obligations of states and political subdivisions	$	—	$	—	$	24,737	$	( 4,613 )	$	24,737	$	( 4,613 )
Mortgage-backed securities	—		—		1,755		( 230 )		1,755		( 230 )
Total debt securities HTM	$	—	$	—	$	26,492	$	( 4,843 )	$	26,492	$	( 4,843 )
September 30, 2024
Non-bank qualified obligations of states and political subdivisions	$	—	$	—	$	28,392	$	( 2,668 )	$	28,392	$	( 2,668 )
Mortgage-backed securities	—		—		1,844		( 188 )		1,844		( 188 )
Total debt securities HTM	$	—	$	—	$	30,236	$	( 2,856 )	$	30,236	$	( 2,856 )

The decrease in the fair value of investment securities balances when comparing March 31, 2025 to September 30, 2024 was primarily driven by the sale of $ 217.9 million debt securities AFS and principal pay downs during the six months. The sale of debt securities AFS in the first quarter of fiscal 2025 stemmed from the decision to offset the gain on the sale of the commercial insurance premium finance business. The sale of debt securities AFS in the second quarter of fiscal 2025 stemmed from the decision to offset the gain on the sale of the transportation portfolio within working capital. Individual securities were identified for sale upon close of the transactions in order to reposition the debt securities AFS portfolio. At March 31, 2025, there were 152 debt securities AFS in an unrealized loss position. Management assessed each investment security with unrealized losses for credit loss by evaluating qualitative factors, including materiality of loss position as a percentage of book value, credit ratings, outstanding principal and interest payments, and changes in the underlying implicit or explicit guarantee of the security, and determined all unrealized losses on these securities were due to adverse market conditions and/or change in interest rates versus credit loss. As part of that assessment, management evaluated and concluded that it is more-likely-than-not that the Company will not be required and does not intend to sell any of the securities prior to recovery of the amortized cost. At March 31, 2025, there was no allowance for credit losses ("ACL") for debt securities AFS.

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The amortized cost and fair value of debt securities by contractual maturity are shown below. Certain securities have call features which allow the issuer to call the security prior to maturity. Expected maturities may differ from contractual maturities in MBS because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, MBS are not included in the maturity categories in the following maturity summary. The expected maturities of certain SBA securities may differ from contractual maturities because the borrowers may have the right to prepay the obligation. However, certain prepayment penalties may apply.


(Dollars in thousands)	March 31, 2025				September 30, 2024
Debt Securities AFS	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	380	$	382	$	1,826	$	1,796
Due after one year through five years	1,750		1,773		14,772		14,211
Due after five years through ten years	40,206		36,413		70,894		63,636
Due after ten years	378,704		343,934		463,257		430,210
	421,040		382,502		550,749		509,853
Mortgage-backed securities	1,207,481		1,029,018		1,393,549		1,231,368
Total debt securities AFS	$	1,628,521	$	1,411,520	$	1,944,298	$	1,741,221

Debt Securities HTM



Due after ten years	$	29,350	$	24,737	$	31,060	$	28,392
	29,350		24,737		31,060		28,392
Mortgage-backed securities	1,985		1,755		2,032		1,844
Total debt securities HTM	$	31,335	$	26,492	$	33,092	$	30,236

Federal Reserve Bank ("FRB") Stock. The Bank is required by federal law to subscribe to capital stock (divided into shares of $100 each) as a member of the FRB of Minneapolis with an amount equal to six per centum of the paid-up capital stock and surplus. One-half of the subscription is paid at time of application, and one-half is subject to call of the Board of Governors of the Federal Reserve System. FRB of Minneapolis stock held by the Bank totaled $ 19.7 million at March 31, 2025 and September 30, 2024. These equity securities are 'restricted' in that they can only be owned by member banks.

Federal Home Loan Bank ("FHLB") Stock. The Company's borrowings from the FHLB are secured by specific investment securities. Such advances can be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities.

The investments in the FHLB stock are required investments related to the Company's membership in and current borrowings from the FHLB of Des Moines. The investments in the FHLB of Des Moines could be adversely impacted by the financial operations of the FHLB and actions of their regulator, the Federal Housing Finance Agency.

The FHLB stock is carried at cost since it is generally redeemable at par value. The carrying value of the stock held at the FHLB was $ 4.6 million and $ 16.3 million at March 31, 2025 and at September 30, 2024, respectively.

These equity securities are ‘restricted’ in that they can only be sold back to the respective institution from which they were acquired or another member institution at par. Therefore, FRB and FHLB stocks are less liquid than other marketable equity securities, and the cost approximates fair value.

Equity Securities. The Company held $ 3.6 million and $ 3.3 million in marketable equity securities within other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2025 and September 30, 2024, respectively. The Company recognized $ 0.1 million unrealized losses and no unrealized gains on marketable equity securities during the six months ended March 31, 2025 and 2024, respectively. No such securities were sold during the six months ended March 31, 2025.

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Non-marketable equity securities with a readily determinable fair value totaled $ 12.8 million and $ 11.8 million at March 31, 2025 and September 30, 2024, respectively. These securities are held within other assets on the Condensed Consolidated Statements of Financial Condition. The Company recognized $ 0.8 million and $ 0.4 million in unrealized gains during the six months ended March 31, 2025 and 2024, respectively. No such securities were sold during the six months ended March 31, 2025.

Non-marketable equity securities without readily determinable fair value totaled $ 14.7 million and $ 13.6 million at March 31, 2025 and September 30, 2024, respectively, reflecting Company ownership interests in other entities through its Pathward Venture Capital, LLC, a wholly-owned service corporation subsidiary of the Bank that was formed in 2017 for the purpose of making minority equity investments and other corporate investments. During the six months ended March 31, 2025, the Company recognized a $ 0.4 million gain on Visa shares which were carried at a cost basis of $0. This gain was recognized within the gain on sale of other on the Condensed Consolidated Statements of Operations. There were no additional such securities sold during the six months ended March 31, 2025.

Equity Securities Impairment. The Company evaluates impairment for investments held at cost on at least an annual basis based on the ultimate recoverability of the par value. All other equity investments, including those under the equity method, are reviewed for other-than-temporary impairment on at least a quarterly basis. The Company recognized no impairment for such investments for the six months ended March 31, 2025 and 2024.

NOTE 5. LOANS AND LEASES, NET

Loans and leases consist of the following:


(Dollars in thousands)	March 31, 2025		September 30, 2024
Term lending	$	1,766,432	$	1,554,641
Asset-based lending	542,483		471,897
Factoring	224,520		362,295
Lease financing	134,856		152,174

SBA/USDA	701,736		568,628
Other commercial finance	154,728		185,964
Commercial finance	3,524,755		3,295,599


Consumer finance	246,202		248,800
Tax services	55,973		8,825
Warehouse finance	643,124		517,847
Total loans and leases	4,470,054		4,071,071
Net deferred loan origination costs (fees)	( 5,184 )		4,124
Total gross loans and leases	4,464,870		4,075,195
Allowance for credit losses	( 102,890 )		( 71,765 )
Total loans and leases, net	$	4,361,980	$	4,003,430

During the six months ended March 31, 2025 and 2024, the Company originated $ 1.38 billion and $ 933.8 million of commercial finance and consumer finance as held for sale, respectively.

The Company sold held for sale loans resulting in proceeds of $ 1.15 billion and a $ 19.8 million gain on sale during the six months ended March 31, 2025. The Company sold held for sale loans resulting in proceeds of $ 969.0 million and a $ 1.4 million gain on sale during the six months ended March 31, 2024. Gains and losses from the sale of loans and leases are included in secondary market revenue on the Condensed Consolidated Statements of Operations.

See Note 3. Divestitures to the Condensed Consolidated Financial Statements for further information on the sale of the Company's commercial insurance premium finance business.

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Loans purchased and sold by portfolio segment, including participation interests, were as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
(Dollars in thousands)	2025		2024		2025		2024
Loans Purchased





Loans held for investment:
Commercial finance	$	—	$	—	$	19,540	$	—


Warehouse finance	27,292		73,701		147,111		163,091
Total purchases	$	27,292	$	73,701	$	166,651	$	163,091
Loans Sold
Loans held for sale:
Commercial finance	$	182,667	$	21,173	$	248,469	$	25,045
Consumer finance	491,761		321,489		1,044,391		943,953







Total sales	$	674,428	$	342,662	$	1,292,860	$	968,998

Leasing Portfolio. The net investment in direct financing and sales-type leases was comprised of the following:


(Dollars in thousands)	March 31, 2025		September 30, 2024
Minimum lease payments receivable	$	145,382	$	162,757
Unguaranteed residual assets	7,621		9,300
Unamortized initial direct costs	82		102
Unearned income	( 18,145 )		( 19,883 )
Total net investment in direct financing and sales-type leases	$	134,940	$	152,276

The components of total lease income were as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
(Dollars in thousands)	2025		2024		2025		2024
Interest income - loans and leases
Interest income on net investments in direct financing and sales-type leases	$	2,800	$	2,853	$	5,987	$	5,961

Leasing and equipment finance noninterest income
Lease income from operating lease payments	12,930		13,605		26,379		26,860

Other (1)	1,139		869		2,446		1,593
Total leasing and equipment finance noninterest income	14,069		14,474		28,825		28,453
Total lease income	$	16,869	$	17,327	$	34,812	$	34,414
(1) Other leasing and equipment finance noninterest income consists of gains (losses) on sales of leased equipment, fees and service charges on leases and gains (losses) on sales of leases.

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Undiscounted future minimum lease payments receivable for direct financing and sales-type leases, and a reconciliation to the carrying amount recorded at March 31, 2025 were as follows:


(Dollars in thousands)
Remaining in 2025	$	29,353
2026	45,692
2027	31,293
2028	19,336
2029	12,939
Thereafter	6,769

Total undiscounted future minimum lease payments receivable for direct financing and sales-type leases	145,382
Third-party residual value guarantees	—
Total carrying amount of minimum lease payments for direct financing and sales-type leases	$	145,382

The Company did not record any contingent rental income from direct financing and sales-type leases in the six months ended March 31, 2025.

A number of factors that began to affect the economic environment in 2023 have continued into 2025, including economic uncertainty, inflation, increased interest rates, with the Federal Reserve beginning to lower the target federal funds rate at the end of 2024, and geopolitical conflict. Since early 2025, global markets and the U.S. economy have also experienced disruption and volatility resulting from tariffs and other policies of the U.S. administration, which may continue during the remainder of 2025. Management continues to evaluate the loan and lease portfolio in order to assess the impact on repayment sources and underlying collateral that could result in additional losses and the impact to our customers and businesses as a result of these factors impacting the economy and will refine its estimate as developments occur and more information becomes available.

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Activity in the allowance for credit losses by portfolio segment was as follows:


(Dollars in thousands)	Beginning Balance		Provision (Reversal)		Charge-offs		Recoveries		Ending Balance
Three Months Ended March 31, 2025
Allowance for credit losses:
Term lending	$	29,925	$	1,384	$	( 6,208 )	$	1,118	$	26,219
Asset-based lending	1,762		440		( 172 )		—		2,030
Factoring	5,765		( 767 )		( 96 )		32		4,934
Lease financing	881		1,374		( 1,019 )		7		1,243

SBA/USDA	3,807		775		( 609 )		48		4,021
Other commercial finance	421		( 37 )		—		—		384
Commercial finance	42,561		3,169		( 8,104 )		1,205		38,831


Consumer finance	30,361		5,563		( 6,897 )		608		29,635
Tax services	790		26,178		—		6,813		33,781
Warehouse finance	625		18		—		—		643
Total loans and leases	74,337		34,928		( 15,001 )		8,626		102,890
Unfunded commitments (1)	513		338		—		—		851
Total	$	74,850	$	35,266	$	( 15,001 )	$	8,626	$	103,741

	(As Restated)
	Beginning Balance		Provision (Reversal)		Charge-offs		Recoveries		Ending Balance
Three Months Ended March 31, 2024
Allowance for credit losses:
Term lending	$	27,013	$	6,303	$	( 5,176 )	$	487	$	28,627
Asset-based lending	1,370		( 254 )		—		99		1,215
Factoring	7,433		( 623 )		( 12 )		16		6,814
Lease financing	4,008		( 2,547 )		28		62		1,551
Insurance premium finance	2,123		( 532 )		( 295 )		113		1,409
SBA/USDA	3,289		( 347 )		—		—		2,942
Other commercial finance	3,312		( 1,592 )		—		—		1,720
Commercial finance	48,548		408		( 5,455 )		777		44,278


Consumer finance	41,635		3,923		( 10,823 )		346		35,081
Tax services	507		25,221		—		5,800		31,528
Warehouse finance	350		45		—		—		395
Total loans and leases	91,040		29,597		( 16,278 )		6,923		111,282
Unfunded commitments (1)	596		147		—		—		743
Total	$	91,636	$	29,744	$	( 16,278 )	$	6,923	$	112,025
(1) Reserve for unfunded commitments is recognized within other liabilities on the Condensed Consolidated Statements of Financial Condition.

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(Dollars in thousands)	Beginning Balance		Provision (Reversal)		Charge-offs		Recoveries		Ending Balance
Six Months Ended March 31, 2025
Allowance for credit losses:
Term lending	$	30,394	$	8,673	$	( 14,583 )	$	1,735	$	26,219
Asset-based lending	1,356		846		( 172 )		—		2,030
Factoring	5,757		( 937 )		( 170 )		284		4,934
Lease financing	1,189		1,127		( 1,082 )		9		1,243
Insurance premium finance	—		91		( 93 )		2		—
SBA/USDA	3,273		1,606		( 906 )		48		4,021
Other commercial finance	607		( 223 )		—		—		384
Commercial finance	42,576		11,183		( 17,006 )		2,078		38,831


Consumer finance	28,669		14,984		( 14,981 )		963		29,635
Tax services	2		27,479		( 741 )		7,041		33,781
Warehouse finance	518		125		—		—		643
Total loans and leases	71,765		53,771		( 32,728 )		10,082		102,890
Unfunded commitments (1)	695		156		—		—		851
Total	$	72,460	$	53,927	$	( 32,728 )	$	10,082	$	103,741

	(As Restated)
	Beginning Balance		Provision (Reversal)		Charge-offs		Recoveries		Ending Balance
Six Months Ended March 31, 2024
Allowance for credit losses:
Term lending	$	25,686	$	12,125	$	( 10,297 )	$	1,113	$	28,627
Asset-based lending	2,738		( 1,764 )		—		241		1,215
Factoring	6,566		128		( 35 )		155		6,814
Lease financing	3,302		( 1,781 )		( 125 )		155		1,551
Insurance premium finance	2,637		( 771 )		( 660 )		203		1,409
SBA/USDA	2,962		( 20 )		—		—		2,942
Other commercial finance	3,089		( 1,369 )		—		—		1,720
Commercial finance	46,980		6,548		( 11,117 )		1,867		44,278


Consumer finance	49,496		3,888		( 18,924 )		621		35,081
Tax services	2		26,577		( 1,145 )		6,094		31,528
Warehouse finance	377		18		—		—		395
Total loans and leases	96,855		37,031		( 31,186 )		8,582		111,282
Unfunded commitments (1)	272		471		—		—		743
Total	$	97,127	$	37,502	$	( 31,186 )	$	8,582	$	112,025
(1) Reserve for unfunded commitments is recognized within other liabilities on the Condensed Consolidated Statements of Financial Condition.

Information on loans and leases that are deemed to be collateral dependent and are evaluated individually for the ACL was as follows:

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(Dollars in thousands)	March 31, 2025		September 30, 2024
Term lending	$	15,510	$	15,491
Asset-based lending	783		—
Factoring	1,126		—
Lease financing	4,137		5,300

SBA/USDA	2,390		1,419

Commercial finance (1)	23,946		22,210





Total	$	23,946	$	22,210
(1) For commercial finance, collateral dependent financial assets have collateral in the form of cash, equipment, or other business assets.

Management has identified certain structured finance credits for alternative energy projects in which a substantial cash collateral account has been established to mitigate credit risk. Due to the nature of the transactions and significant cash collateral positions, these credits are evaluated individually. The balance of these pass rated cash collateral loans totaled $ 117.5 million and $ 105.1 million at March 31, 2025 and at September 30, 2024, respectively.

Federal regulations provide for the classification of loans and other assets such as debt and equity securities considered by the Bank's primary regulator, the OCC, to be of lesser quality as “substandard,” “doubtful” or “loss.” The loan classification and risk rating definitions are as follows:

Pass - A pass asset is of sufficient quality in terms of repayment, collateral and management to preclude a special mention or an adverse rating.

Watch - A watch asset is generally a credit performing well under current terms and conditions but with identifiable weakness meriting additional scrutiny and corrective measures. Watch is not a regulatory classification but can be used to designate assets that are exhibiting one or more weaknesses that deserve management’s attention. These assets are of better quality than special mention assets.

Special Mention - A special mention asset is a credit with potential weaknesses deserving management’s close attention and, if left uncorrected, may result in deterioration of the repayment prospects for the asset. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention is a temporary status with aggressive credit management required to garner adequate progress and move to watch or higher.

The adverse classifications are as follows:

Substandard - A substandard asset is inadequately protected by the net worth and/or repayment ability or by a weak collateral position. Assets so classified will have well-defined weaknesses creating a distinct possibility the Bank will sustain some loss if the weaknesses are not corrected. Loss potential does not have to exist for an asset to be classified as substandard.

Doubtful - A doubtful asset has weaknesses similar to those classified substandard, with the degree of weakness causing the likely loss of some principal in any reasonable collection effort. Due to pending factors, the asset’s classification as loss is not yet appropriate.

Loss - A loss asset is considered uncollectible and of such little value that the asset’s continuance on the Bank’s balance sheet is no longer warranted. This classification does not necessarily mean an asset has no recovery or salvage value leaving room for future collection efforts.

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 120 days or more for consumer credit products and leases, and 90 days or more for commercial finance loans. Action is taken to charge off electronic return originator ("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.

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The Company recognizes that concentrations of credit may naturally occur and may take the form of a large volume of related loans and leases to an individual, a specific industry, or a geographic location. Credit concentration is a direct, indirect, or contingent obligation that has a common bond where the aggregate exposure equals or exceeds a certain percentage of the Company’s Tier 1 Capital plus the allowable Allowance for Credit Losses.

The Company has various portfolios of consumer finance and tax services loans that present unique risks that are statistically managed. Due to the unique risks associated with these portfolios, the Company monitors other credit quality indicators in its evaluation of the appropriateness of the ACL on these portfolios, and as such, these loans are not included in the asset classification table below. The outstanding balances of consumer finance loans and tax services loans were $ 246.2 million and $ 56.0 million at March 31, 2025, respectively, and $ 248.8 million and $ 8.8 million at September 30, 2024, respectively.

The amortized cost basis of loans and leases by asset classification and year of origination was as follows:


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total
March 31, 2025	2025		2024		2023		2022		2021		Prior
Term lending
Pass	$	367,175	$	492,482	$	320,262	$	117,245	$	63,969	$	47,725	$	—	$	1,408,858
Watch	18,687		30,695		84,454		7,886		17,374		13,247		—		172,343
Special mention	1,100		54,125		5,543		607		16,579		93		—		78,047
Substandard	242		12,821		28,643		24,521		16,044		21,082		—		103,353
Doubtful	—		49		954		948		1,724		156		—		3,831
Total	387,204		590,172		439,856		151,207		115,690		82,303		—		1,766,432
Current period charge-offs	—		7,637		3,998		2,032		656		260		—		14,583
Asset-based lending
Pass	—		—		—		—		—		—		294,029		294,029
Watch	—		—		—		—		—		—		221,559		221,559
Special mention	—		—		—		—		—		—		13,046		13,046
Substandard	—		—		—		—		—		—		13,777		13,777
Doubtful	—		—		—		—		—		—		72		72
Total	—		—		—		—		—		—		542,483		542,483
Current period charge-offs	—		—		—		—		—		—		172		172
Factoring
Pass	—		—		—		—		—		—		173,851		173,851
Watch	—		—		—		—		—		—		46,897		46,897
Special mention	—		—		—		—		—		—		1,061		1,061
Substandard	—		—		—		—		—		—		2,292		2,292
Doubtful	—		—		—		—		—		—		419		419
Total	—		—		—		—		—		—		224,520		224,520
Current period charge-offs	—		—		—		—		—		—		170		170
Lease financing
Pass	16,997		35,768		38,520		7,522		3,118		6,254		—		108,179
Watch	1,457		3,148		2,979		1,475		1,974		1,783		—		12,816
Special mention	—		—		220		—		325		—		—		545
Substandard	—		—		6,116		1,839		4,260		1,060		—		13,275
Doubtful	—		—		—		—		2		39		—		41
Total	18,454		38,916		47,835		10,836		9,679		9,136		—		134,856
Current period charge-offs	—		—		16		—		1,005		61		—		1,082
Insurance premium finance






Current period charge-offs	—		62		31		—		—		—		—		93
SBA/USDA
Pass	100,469		102,236		172,239		161,572		18,827		48,008		—		603,351
Watch	903		6,218		118		9,791		1,000		12,955		—		30,985
Special mention	—		—		—		2,548		482		1,787		—		4,817

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Substandard	70		2,291		18,115		14,042		2,875		24,546		—		61,939
Doubtful	—		—		376		55		55		158		—		644
Total	101,442		110,745		190,848		188,008		23,239		87,454		—		701,736
Current period charge-offs	—		—		171		—		—		735		—		906
Other commercial finance
Pass	625		62,895		2,150		127		12,181		66,083		—		144,061
Watch	—		—		2,447		—		—		—		—		2,447

Substandard	—		—		479		—		7,741		—		—		8,220

Total	625		62,895		5,076		127		19,922		66,083		—		154,728
Current period charge-offs	—		—		—		—		—		—		—		—
Warehouse finance
Pass	—		—		—		—		—		—		643,124		643,124




Total	—		—		—		—		—		—		643,124		643,124
Current period charge-offs	—		—		—		—		—		—		—		—
Total loans and leases
Pass	485,266		693,381		533,171		286,466		98,095		168,070		1,111,004		3,375,453
Watch	21,047		40,061		89,998		19,152		20,348		27,985		268,456		487,047
Special mention	1,100		54,125		5,763		3,155		17,386		1,880		14,107		97,516
Substandard	312		15,112		53,353		40,402		30,920		46,688		16,069		202,856
Doubtful	—		49		1,330		1,003		1,781		353		491		5,007
Total	$	507,725	$	802,728	$	683,615	$	350,178	$	168,530	$	244,976	$	1,410,127	$	4,167,879
Current period charge-offs	$	—	$	7,699	$	4,216	$	2,032	$	1,661	$	1,056	$	342	$	17,006


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total
September 30, 2024	2024		2023		2022		2021		2020		Prior
Term lending
Pass	$	548,597	$	398,832	$	117,180	$	77,585	$	42,950	$	24,166	$	—	$	1,209,310
Watch	47,765		52,317		34,964		31,025		2,720		2,312		—		171,103
Special mention	44,617		3,106		9,121		14,772		7,238		2		—		78,856
Substandard	9,798		24,187		18,537		11,660		18,894		2,631		—		85,707
Doubtful	4,314		1,465		2,247		758		114		767		—		9,665
Total	655,091		479,907		182,049		135,800		71,916		29,878		—		1,554,641
Current period charge-offs	114		3,102		8,502		3,576		2,184		715		—		18,193
Asset-based lending
Pass	—		—		—		—		—		—		233,268		233,268
Watch	—		—		—		—		—		—		221,521		221,521
Special mention	—		—		—		—		—		—		13,187		13,187
Substandard	—		—		—		—		—		—		3,921		3,921

Total	—		—		—		—		—		—		471,897		471,897
Current period charge-offs	—		—		—		—		—		—		—		—
Factoring
Pass	—		—		—		—		—		—		292,436		292,436
Watch	—		—		—		—		—		—		62,270		62,270
Special mention	—		—		—		—		—		—		271		271
Substandard	—		—		—		—		—		—		7,306		7,306
Doubtful	—		—		—		—		—		—		12		12
Total	—		—		—		—		—		—		362,295		362,295
Current period charge-offs	—		—		—		—		—		—		2,453		2,453
Lease financing
Pass	44,883		48,851		12,862		7,101		7,938		1,733		—		123,368
Watch	1,837		3,537		370		6,264		1,362		40		—		13,410
Special mention	—		250		—		—		174		—		—		424
Substandard	—		6,691		2,723		2,717		2,069		603		—		14,803

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Doubtful	—		—		—		138		31		—		—		169
Total	46,720		59,329		15,955		16,220		11,574		2,376		—		152,174
Current period charge-offs	—		—		—		207		80		—		—		287
Insurance premium finance






Current period charge-offs	86		890		173		—		—		—		—		1,149
SBA/USDA
Pass	60,636		171,136		179,490		20,825		28,588		39,319		—		499,994
Watch	5,244		6,967		—		639		10		3,026		—		15,886
Special mention	—		—		—		156		—		363		—		519
Substandard	1,037		15,923		12,158		2,003		9,519		11,134		—		51,774
Doubtful	—		185		55		55		62		98		—		455
Total	66,917		194,211		191,703		23,678		38,179		53,940		—		568,628
Current period charge-offs	—		549		79		—		127		—		—		755
Other commercial finance
Pass	73,330		2,210		6,685		12,351		1,274		70,203		—		166,053
Watch	—		2,480		—		—		—		—		—		2,480

Substandard	—		508		—		16,923		—		—		—		17,431

Total	73,330		5,198		6,685		29,274		1,274		70,203		—		185,964
Current period charge-offs	—		—		—		—		—		—		—		—
Warehouse finance
Pass	—		—		—		—		—		—		517,847		517,847




Total	—		—		—		—		—		—		517,847		517,847
Current period charge-offs	—		—		—		—		—		—		—		—
Total loans and leases
Pass	727,446		621,029		316,217		117,862		80,750		135,421		1,043,551		3,042,276
Watch	54,846		65,301		35,334		37,928		4,092		5,378		283,791		486,670
Special mention	44,617		3,356		9,121		14,928		7,412		365		13,458		93,257
Substandard	10,835		47,309		33,418		33,303		30,482		14,368		11,227		180,942
Doubtful	4,314		1,650		2,302		951		207		865		12		10,301
Total	$	842,058	$	738,645	$	396,392	$	204,972	$	122,943	$	156,397	$	1,352,039	$	3,813,446
Current period charge-offs	$	200	$	4,541	$	8,754	$	3,783	$	2,391	$	715	$	2,453	$	22,837

Table of Contents

Past due loans and leases were as follows:


	Accruing and Nonaccruing Loans and Leases												Nonperforming Loans and Leases
(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		> 89 Days Past Due		Total Past Due		Current		Total Loans and Leases Receivable		> 89 Days Past Due and Accruing		Nonaccrual Balance		Total
March 31, 2025
Loans held for sale	$	—	$	—	$	—	$	—	$	45,767	$	45,767	$	—	$	—	$	—

Term lending	23,308		9,380		10,724		43,412		1,723,020		1,766,432		7		23,080		23,087
Asset-based lending	—		—		—		—		542,483		542,483		—		719		719
Factoring	—		—		—		—		224,520		224,520		—		1,613		1,613
Lease financing	13,318		468		4,159		17,945		116,911		134,856		—		4,689		4,689

SBA/USDA	4,535		5,085		3,390		13,010		688,726		701,736		1,352		5,948		7,300
Other commercial finance	—		—		—		—		154,728		154,728		—		—		—
Commercial finance	41,161		14,933		18,273		74,367		3,450,388		3,524,755		1,359		36,049		37,408


Consumer finance	3,922		2,769		2,398		9,089		237,113		246,202		2,398		—		2,398
Tax services	1,036		—		—		1,036		54,937		55,973		—		—		—
Warehouse finance	—		—		—		—		643,124		643,124		—		—		—
Total loans and leases held for investment	46,119		17,702		20,671		84,492		4,385,562		4,470,054		3,757		36,049		39,806
Total loans and leases	$	46,119	$	17,702	$	20,671	$	84,492	$	4,431,329	$	4,515,821	$	3,757	$	36,049	$	39,806

September 30, 2024
Loans held for sale	$	2,266	$	1,361	$	1,050	$	4,677	$	687,011	$	691,688	$	1,050	$	—	$	1,050

Term lending	19,776		5,124		17,694		42,594		1,512,047		1,554,641		1,923		23,462		25,385
Asset-based lending	—		—		—		—		471,897		471,897		—		—		—
Factoring	—		—		—		—		362,295		362,295		—		29		29
Lease financing	3,605		1,595		109		5,309		146,865		152,174		60		746		806

SBA/USDA	—		952		2,172		3,124		565,504		568,628		331		2,175		2,506
Other commercial finance	—		—		—		—		185,964		185,964		—		—		—
Commercial finance	23,381		7,671		19,975		51,027		3,244,572		3,295,599		2,314		26,412		28,726


Consumer finance	3,962		3,186		3,053		10,201		238,599		248,800		3,053		—		3,053
Tax services	—		—		8,733		8,733		92		8,825		8,733		—		8,733
Warehouse finance	—		—		—		—		517,847		517,847		—		—		—
Total loans and leases held for investment	27,343		10,857		31,761		69,961		4,001,110		4,071,071		14,100		26,412		40,512
Total loans and leases	$	29,609	$	12,218	$	32,811	$	74,638	$	4,688,121	$	4,762,759	$	15,150	$	26,412	$	41,562

Table of Contents

Nonaccrual loans and leases by year of origination were as follows:


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total		Nonaccrual with No ACL
March 31, 2025	2025		2024		2023		2022		2021		Prior
Term lending	$	—	$	1,027	$	3,058	$	4,559	$	11,552	$	2,884	$	—	$	23,080	$	8,109
Asset-based lending	—		—		—		—		—		—		719		719		—
Factoring	—		—		—		—		—		—		1,613		1,613		—
Lease financing	—		—		454		—		3,488		747		—		4,689		4,137

SBA/USDA	—		3,547		1,504		411		83		403		—		5,948		—

Commercial finance	—		4,574		5,016		4,970		15,123		4,034		2,332		36,049		12,246





Total nonaccrual loans and leases	$	—	$	4,574	$	5,016	$	4,970	$	15,123	$	4,034	$	2,332	$	36,049	$	12,246


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total		Nonaccrual with No ACL
September 30, 2024	2024		2023		2022		2021		2020		Prior
Term lending	$	9,281	$	3,433	$	5,369	$	1,386	$	625	$	3,368	$	—	$	23,462	$	2,579

Factoring	—		—		—		—		—		—		29		29		—
Lease financing	—		577		11		46		2		110		—		746		—

SBA/USDA	—		738		55		55		742		585		—		2,175		681

Commercial finance	9,281		4,748		5,435		1,487		1,369		4,063		29		26,412		3,260





Total nonaccrual loans and leases	$	9,281	$	4,748	$	5,435	$	1,487	$	1,369	$	4,063	$	29	$	26,412	$	3,260

Loans and leases that are 90 days or more delinquent and accruing by year of origination were as follows:


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total
March 31, 2025	2025		2024		2023		2022		2021		Prior

Term lending	$	—	$	—	$	—	$	—	$	—	$	7	$	—	$	7




SBA/USDA	—		—		1,352		—		—		—		—		1,352

Commercial finance	—		—		1,352		—		—		7		—		1,359


Consumer finance	266		896		1,037		190		9		—		—		2,398


Total loans and leases held for investment	266		896		2,389		190		9		7		—		3,757
Total 90 days or more delinquent and accruing	$	266	$	896	$	2,389	$	190	$	9	$	7	$	—	$	3,757


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total
September 30, 2024	2024		2023		2022		2021		2020		Prior
Loans held for sale	$	1,031	$	19	$	—	$	—	$	—	$	—	$	—	$	1,050
Term lending	—		621		354		719		217		12		—		1,923


Lease financing	—		—		—		2		58		—		—		60

SBA/USDA	—		—		331		—		—		—		—		331

Commercial finance	—		621		685		721		275		12		—		2,314


Consumer finance	736		1,841		388		88		—		—		—		3,053
Tax services	8,733		—		—		—		—		—		—		8,733

Total loans and leases held for investment	9,469		2,462		1,073		809		275		12		—		14,100
Total 90 days or more delinquent and accruing	$	10,500	$	2,481	$	1,073	$	809	$	275	$	12	$	—	$	15,150

Table of Contents

Certain loans and leases 90 days or more past due as to interest or principal continue to accrue because they are (1) well-secured and in the process of collection or (2) consumer loans exempt under regulatory rules from being classified as nonaccrual until later delinquency, usually 120 days past due.

The following table provides the average recorded investment in nonaccrual loans and leases:


	Three Months Ended March 31,				Six Months Ended March 31,
(Dollars in thousands)	2025		2024		2025		2024
Term lending	$	27,521	$	18,999	$	25,365	$	18,209
Asset-based lending	530		82		555		4,896
Factoring	1,398		5,745		831		3,463
Lease financing	4,887		1,639		3,226		1,631

SBA/USDA	3,096		2,329		2,498		1,908

Commercial finance	37,432		28,794		32,475		30,107





Total loans and leases	$	37,432	$	28,794	$	32,475	$	30,107

The recognized interest income on the Company's nonaccrual loans and leases for the three and six months ended March 31, 2025 and 2024 was not significant.

Modifications made to borrowers experiencing financial difficulty during the three and six months ended March 31, 2025 were $ 5.9 million and $ 9.1 million, respectively, in the commercial finance loan portfolio. The types of modifications granted were term extensions. Modifications made to borrowers experiencing financial difficulty during the three and six months ended March 31, 2024 were $ 1.6 million in the commercial finance loan portfolio.

During the six months ended March 31, 2025, the Company had $ 6.1 million of commercial finance loans where a modification was granted in the previous 12 months in which there was a payment default. As of March 31, 2025, no modifications granted during the current six month period were in the 60-89 days past due category. During the six months ended March 31, 2024, the Company had no modifications granted in the previous 12 months in which there was a payment default.

NOTE 6. EARNINGS PER COMMON SHARE ("EPS")

The Company has granted restricted share awards with dividend rights that are considered to be participating securities. Accordingly, a portion of the Company’s earnings is allocated to those participating securities in the earnings per share calculation under the two-class method. Basic EPS is computed using the two-class method by dividing income available to common stockholders after the allocation of dividends and undistributed earnings to the participating securities by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated using the more dilutive of the two-class method or the treasury stock method. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, and is computed after giving consideration to the weighted average dilutive effect upon vesting of performance share units ("PSUs") and restricted stock grants, and after the allocation of earnings to the participating securities. Antidilutive securities are disregarded in earnings per share calculations. Diluted EPS shown below reflects the two-class method, as diluted EPS under the two-class method was more dilutive than under the treasury stock method.

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A reconciliation of net income and common stock share amounts used in the computation of basic and diluted earnings per share is presented below.


	Three Months Ended March 31,				Six Months Ended March 31,
(Dollars in thousands, except per share data)	2025		2024		2025		2024
			(As Restated)				(As Restated)
Basic income per common share:
Net income attributable to Pathward Financial, Inc.	$	74,957	$	69,918	$	104,923	$	104,817
Dividends and undistributed earnings allocated to participating securities	( 264 )		( 562 )		( 402 )		( 839 )
Basic net earnings available to common stockholders	74,693		69,356		104,521		103,978
Undistributed earnings allocated to nonvested restricted stockholders	260		552		393		819
Reallocation of undistributed earnings to nonvested restricted stockholders	( 259 )		( 551 )		( 392 )		( 818 )


Diluted net earnings available to common stockholders	$	74,694	$	69,357	$	104,522	$	103,979

Total weighted-average basic common shares outstanding	23,657,145		25,281,743		23,941,980		25,529,186
Effect of dilutive securities (1)
PSUs	118,878		29,401		97,040		26,470

Total effect of dilutive securities	118,878		29,401		97,040		26,470
Total weighted-average diluted common shares outstanding	23,776,023		25,311,144		24,039,020		25,555,656

Net earnings per common share:
Basic earnings per common share	$	3.16	$	2.74	$	4.37	$	4.07
Diluted earnings per common share (2)	$	3.14	$	2.74	$	4.35	$	4.07

(1) Represents the effect of the assumed vesting of PSUs and restricted stock, as applicable, utilizing the treasury stock method.

(2) Excluded from the computation of diluted earnings per share for the three months ended March 31, 2025 and 2024, respectively, were 83,665 and 204,877 weighted average share of nonvested restricted stock because their inclusion would be anti-dilutive. Excluded from the computation of diluted earnings per share for the six months ended March 31, 2025 and 2024, respectively, were 92,172 and 206,060 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive.

NOTE 7. RENTAL EQUIPMENT, NET

Rental equipment consists of the following:


(Dollars in thousands)	March 31, 2025		September 30, 2024
Computers and IT networking equipment	$	12,254	$	21,308
Motor vehicles and other	152,871		140,920
Other furniture and equipment	38,836		38,755
Solar panels and equipment	133,964		128,296
Total	337,925		329,279

Accumulated depreciation	( 136,665 )		( 124,987 )
Unamortized initial direct costs	934		1,047
Net book value	$	202,194	$	205,339

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Future minimum lease payments expected to be received for operating leases at March 31, 2025 were as follows:


(Dollars in thousands)
Remaining in 2025	$	21,322
2026	36,044
2027	27,855
2028	19,116
2029	13,262
Thereafter	6,366
Total	$	123,965

NOTE 8. GOODWILL AND INTANGIBLE ASSETS

The Company held a total of $ 297.9 million of goodwill at March 31, 2025. The recorded goodwill is a result of multiple business combinations that occurred from 2015 to 2018. During the six months ended March 31, 2025, the Company closed on the sale of the commercial insurance premium finance business and derecognized the goodwill associated with that reporting unit. The goodwill was included in the carrying amount of the disposed business. See Note 3. Divestitures to the Condensed Consolidated Financial Statements for further information.

The changes in the carrying amount of the Company's goodwill were as follows:


(Dollars in thousands)	Consumer		Commercial		Corporate Services/Other		Total
September 30, 2024	$	87,145	$	222,360	$	—	$	309,505


Divestiture	—		( 11,577 )		—		( 11,577 )
March 31, 2025	$	87,145	$	210,783	$	—	$	297,928

September 30, 2023	$	87,145	$	222,360	$	—	$	309,505



March 31, 2024	$	87,145	$	222,360	$	—	$	309,505

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The changes in the carrying amount of the Company’s intangible assets during the six months ended March 31, 2025 include certain intangibles disposed of as part of the commercial insurance premium finance business sale. The relevant intangibles were included in the carrying amount of the disposed business. See Note 3. Divestitures to the Condensed Consolidated Financial Statements for further information.


(Dollars in thousands)	Trademark (1)		Non-Compete		Customer Relationships (2)		All Others (3)		Total
September 30, 2024	$	6,422	$	—	$	6,566	$	3,601	$	16,589

Amortization during the period	( 538 )		—		( 1,064 )		( 292 )		( 1,894 )
Write-offs and disposals during the period	—		—		( 631 )		—		( 631 )
March 31, 2025	$	5,884	$	—	$	4,871	$	3,309	$	14,064

Gross carrying amount	$	13,774	$	301	$	70,338	$	7,732	$	92,145
Accumulated amortization	( 7,890 )		( 301 )		( 54,549 )		( 4,270 )		( 67,010 )
Accumulated impairment	—		—		( 10,918 )		( 153 )		( 11,071 )
March 31, 2025	$	5,884	$	—	$	4,871	$	3,309	$	14,064

September 30, 2023	$	7,477	$	—	$	9,110	$	4,133	$	20,720

Amortization during the period	( 527 )		—		( 1,431 )		( 266 )		( 2,224 )

March 31, 2024	$	6,950	$	—	$	7,679	$	3,867	$	18,496

Gross carrying amount	$	13,774	$	301	$	77,578	$	7,798	$	99,451
Accumulated amortization	( 6,824 )		( 301 )		( 58,981 )		( 3,712 )		( 69,818 )
Accumulated impairment	—		—		( 10,918 )		( 219 )		( 11,137 )
March 31, 2024	$	6,950	$	—	$	7,679	$	3,867	$	18,496

(1) Book amortization period of 5 - 15 years. Amortized using the straight line and accelerated methods.

(2) Book amortization period of 10 - 30 years. Amortized using the accelerated method.

(3) Book amortization period of 3 - 20 years. Amortized using the straight line method.

The estimated amortization expense of intangible assets assumes no activities, such as acquisitions, which would result in additional amortizable intangible assets. Estimated amortization expense of intangible assets in the remaining six months of fiscal 2025 and subsequent fiscal years at March 31, 2025 was as follows:


(Dollars in thousands)
Remaining in 2025	$	1,562
2026	3,103
2027	2,483
2028	2,194
2029	1,581
Thereafter	3,141
Total anticipated intangible amortization	$	14,064

There were no impairments to intangible assets during the six months ended March 31, 2025 and 2024. Intangible impairment expense is recorded within the impairment expense line of the Condensed Consolidated Statements of Operations.

NOTE 9. OPERATING LEASE RIGHT-OF-USE ASSETS AND LIABILITIES

Operating lease right-of-use ("ROU") assets, included in other assets , were $ 24.1 million and $ 24.4 million at March 31, 2025 and September 30, 2024, respectively.

Operating lease liabilities, included in accrued expenses and other liabilities , were $ 25.2 million and $ 26.0 million at March 31, 2025 and September 30, 2024, respectively.

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The decreases in lease ROU assets and liabilities relate to normal amortization and lease payments made during the six months ended March 31, 2025, but also include adjustments for lease assignments that occurred as a result of the commercial insurance premium finance business sale during the first quarter. Two office locations, Newport Beach, California and Addison, Texas, were included in the sale of the commercial insurance premium finance business and the relevant lease ROU assets and liabilities are no longer reflected in the Company's Condensed Consolidated Financial Statements after the transaction closed. The derecognition of the relevant lease ROU assets and liabilities resulted in a $ 0.5 million gain on remeasurement that was recognized as part of the overall gain on divestitures from the commercial insurance premium finance business sale. See Note 3. Divestitures to the Condensed Consolidated Financial Statements for further information.

Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities at March 31, 2025 were as follows:


(Dollars in thousands)
Remaining in 2025	$	1,822
2026	3,391
2027	3,306
2028	3,397
2029	3,436
Thereafter	13,107
Total undiscounted future minimum lease payments	28,459
Discount	( 3,210 )
Total operating lease liabilities	$	25,249

The weighted-average discount rate and remaining lease term for operating leases were as follows:


	March 31, 2025		September 30, 2024
Weighted-average discount rate	2.67	%	2.45	%
Weighted-average remaining lease term (years)	8.41		8.78

The components of total lease costs for operating leases were as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
(Dollars in thousands)	2025		2024		2025		2024
Lease expense	$	998	$	992	$	1,917	$	2,017
Short-term and variable lease cost	23		30		44		23

Sublease income	( 351 )		( 269 )		( 703 )		( 639 )
Total lease cost for operating leases	$	670	$	753	$	1,258	$	1,401

NOTE 10. STOCKHOLDERS' EQUITY

Repurchase of Common Stock. The Company's Board of Directors authorized the September 3, 2021 share repurchase program to repurchase up to 6,000,000 shares of the Company's outstanding common stock. This authorization was effective from September 3, 2021 through September 30, 2024, with 146,435 shares authorized by this repurchase program not repurchased when it expired. On August 25, 2023, the Company's Board of Directors announced a share repurchase program to repurchase up to an additional 7,000,000 shares of the Company's outstanding common stock on or before September 30, 2028. During the six months ended March 31, 2025 and 2024, the Company repurchased 1,277,664 and 996,773 shares, respectively, as part of the share repurchase programs.

Under the repurchase programs, repurchased shares were retired and designated as authorized but unissued shares. The Company accounts for repurchased shares using the par value method under which the repurchase price is credited to paid-in capital up to the par value of those shares. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. As of March 31, 2025, 5,722,336 shares of common stock remained available for repurchase.

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For the six months ended March 31, 2025 and 2024, the Company also repurchased 66,446 and 122,452 shares, or $ 4.6 million and $ 5.8 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

Retirement of Treasury Stock. The Company accounts for the retirement of repurchased shares, including treasury stock, using the par value method under which the repurchase price is charged to paid-in capital up to the amount of the original proceeds of those shares. When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. The Company retired no shares of common stock held in treasury during the six months ended March 31, 2025 and 2024.

NOTE 11. STOCK COMPENSATION

On February 27, 2024, the shareholders of the Company voted to approve the Pathward Financial, Inc. 2023 Omnibus Incentive Plan (the "Plan"). The Plan permits the granting of various types of awards including but not limited to nonvested (restricted) shares and PSUs to certain officers and directors of the Company. Awards may be granted by the Compensation Committee of the Board of Directors based on the performance of the award recipients or other relevant factors.

Shares have previously been granted each year to executives and senior leadership members under the applicable Company incentive plan. These shares vest at various times ranging from immediately to three years based on circumstances at time of grant. The fair value is determined based on the fair market value of the Company’s stock on the grant date. Director shares are issued to the Company’s directors, and these shares have historically vested from immediately to up to one year from the grant date.

The Company also grants selected executives PSU awards. The vesting of these awards is contingent on meeting company-wide performance goals, including earnings per share. PSUs are generally granted at the market value of the underlying share on the date of grant, adjusted for dividends, as PSUs do not participate in dividends. The awards contingently vest over a period of three years and have payout levels ranging from a threshold of 50 % to a maximum of 200 %. Upon vesting, each PSU earned is converted into one share of common stock.

The fair value of the PSUs is determined by the dividend-adjusted fair value on the grant date for those awards subject to a performance condition. For those PSUs subject to a market condition, a simulation valuation is performed.

In addition, during the first and second quarters of fiscal year 2017, shares were granted to certain executive officers of the Company in connection with their signing of employment agreements with the Company. These stock awards vest in equal installments over eight years .

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The following tables show the activity of share awards (including shares of restricted stock subject to vesting, fully-vested restricted stock, and PSUs) granted, exercised or forfeited under all of the Company's incentive plans during the six months ended March 31, 2025.


	Number of Shares	Weighted Average Fair Value at Grant
Restricted Stock Awards
Nonvested shares outstanding, September 30, 2024	248,670	$	41.19
Granted	15,600	77.42
Vested	( 179,669 )	41.24
Forfeited or expired	( 1,055 )	50.15
Nonvested shares outstanding, March 31, 2025	83,546	$	47.75
Restricted Stock Units
Nonvested shares outstanding, September 30, 2024	—	$	—
Granted	86,200	79.51
Vested	—	—
Forfeited or expired	( 572 )	79.63
Nonvested shares outstanding, March 31, 2025	85,628	$	79.51
	Number of Units	Weighted Average Fair Value at Grant
PSUs
PSUs outstanding, September 30, 2024	142,462	$	47.24
Granted	34,208	79.47
Vested	( 34,304 )	57.21
Forfeited or expired	—	—
PSUs outstanding, March 31, 2025	142,366	$	52.59

Compensation expense for share-based awards is recorded over the vesting period at the fair value of the award at the time of the grant. The exercise price of fair value of nonvested (restricted) shares and PSUs granted under the Company’s incentive plans is equal to the fair market value of the underlying stock at the grant date, adjusted for dividends where applicable. The Company has elected to record forfeitures as they occur.

As of March 31, 2025, stock-based compensation expense not yet recognized in income totaled $ 11.7 million, which is expected to be recognized over a weighted average remaining period of 1.78 years.

NOTE 12. INCOME TAXES

The Company recorded an income tax expense of $ 22.2 million for the six months ended March 31, 2025, resulting in an effective tax rate of 17.38 %, compared to an income tax expense of $ 24.6 million, or an effective tax rate of 18.95 %, for the six months ended March 31, 2024. The Company’s effective tax rate was lower than the U.S. statutory rate of 21% primarily because of the effect of investment tax credits during fiscal year 2025. The Company's effective tax rate in the future will depend in part on actual investment tax credits generated from qualified renewable energy property.

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The table below compares the income tax expense components for the periods presented.


	Six Months Ended March 31,
	2025			2024
(Dollars in thousands)				(As Restated)
Provision at statutory rate	$	26,690		$	27,183
Tax-exempt income	( 319 )			( 341 )
State income taxes	4,773			5,172
Interim period effective rate adjustment	( 4,375 )			4,351
Tax credit investments, net - federal	( 3,694 )			( 11,363 )

IRC 162(m) nondeductible compensation	605			340
Other, net	( 1,509 )			( 719 )
Income tax expense	$	22,171		$	24,623
Effective tax rate	17.38		%	18.95		%

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NOTE 13. REVENUE FROM CONTRACTS WITH CUSTOMERS

Topic 606 applies to all contracts with customers unless such revenue is specifically addressed under existing guidance. The table below presents the Company’s revenue by operating segment. For additional descriptions of the Company’s operating segments, including additional financial information and the underlying management accounting process, see Note 14. Segment Reporting to the Condensed Consolidated Financial Statements.


(Dollars in thousands)	Consumer				Commercial				Corporate Services/Other				Consolidated Company
			(As Restated)				(As Restated)				(As Restated)				(As Restated)
Three Months Ended March 31,	2025		2024		2025		2024		2025		2024		2025		2024
Net interest income (1)	$	75,633	$	67,280	$	41,987	$	44,493	$	18,659	$	16,861	$	136,279	$	128,634
Noninterest income:
Refund transfer product fees	32,663		28,942		—		—		—		—		32,663		28,942
Refund advance and other tax fee income (1)	48,585		43,200		—		—		—		—		48,585		43,200
Card and deposit fees	30,583		35,097		202		241		8		6		30,793		35,344
Rental income (1)	—		—		12,990		13,594		210		126		13,200		13,720
(Loss) on sale of securities (1)	—		—		—		—		( 7,228 )		—		( 7,228 )		—
(Loss) on divestitures (1)	—		—		—		—		( 1,360 )		—		( 1,360 )		—
Secondary market revenue (1)	( 25 )		16		2,074		1,385		13,329		—		15,378		1,401
Gain on sale of other (1)	—		—		627		222		—		72		627		294
Other income (1)	2,221		2,432		2,225		2,307		1,420		1,305		5,866		6,044
Total noninterest income	114,027		109,687		18,118		17,749		6,379		1,509		138,524		128,945
Revenue	$	189,660	$	176,967	$	60,105	$	62,242	$	25,038	$	18,370	$	274,803	$	257,579

Six Months Ended March 31,
Net interest income (1)	$	156,694	$	136,202	$	85,280	$	89,699	$	19,554	$	21,660	$	261,528	$	247,561
Noninterest income:
Refund transfer product fees	33,073		29,364		—		—		—		—		33,073		29,364
Refund advance and other tax fee income (1)	49,110		43,311		—		—		—		—		49,110		43,311
Card and deposit fees	59,411		65,604		434		477		14		13		59,859		66,094
Rental income (1)	—		—		26,498		26,829		410		350		26,908		27,179
(Loss) on sale of securities (1)	—		—		—		—		( 22,899 )		—		( 22,899 )		—
Gain on divestitures (1)	—		—		—		—		15,044		—		15,044		—
Secondary market revenue (1)	15		( 15 )		6,412		1,385		13,328		—		19,755		1,370
Gain on sale of other (1)	—		—		1,158		584		456		2,581		1,614		3,165
Other income (1)	6,020		4,210		4,855		4,473		2,563		2,540		13,438		11,223
Total noninterest income	147,629		142,474		39,357		33,748		8,916		5,484		195,902		181,706
Revenue	$	304,323	$	278,676	$	124,637	$	123,447	$	28,470	$	27,144	$	457,430	$	429,267
(1) These revenues are not within the scope of Topic 606. Additional details are included in other footnotes to the accompanying financial statements. The scope of Topic 606 explicitly excludes net interest income as well as many other revenues for financial assets and liabilities, including loans, leases, and securities.

Following is a discussion of key revenues within the scope of Topic 606. The Company provides services to customers that have related performance obligations that must be completed to recognize revenue. Revenues are generally recognized immediately upon the completion of the service or over time as services are performed. Any services performed over time generally require that the Company renders services each period; therefore, the Company measures progress in completing these services based upon the passage of time. Revenue from contracts with customers did not generate significant contract assets and liabilities for the six months ended March 31, 2025.

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Refund Transfer Product Fees. Refund transfer fees are specific to the Partner Solutions business line and reflect product fees offered by the Company through third-party tax preparers and tax preparation software providers where the Company acts as the partnering financial institution. A refund transfer allows a taxpayer to pay tax preparation and filing fees directly from their federal or state government tax refund, with the remainder of the refund being disbursed in accordance with the terms and conditions of the taxpayer agreement, which may include satisfaction of other disbursement obligations before going directly to the taxpayer via check, direct deposit, or prepaid card. Refund transfer fees are recognized by the Company immediately after the taxpayer's refund has been disbursed in accordance with the contract and are based on standalone pricing included within the terms and conditions. Certain expenses to tax preparation software providers are netted with refund transfer fee income as the Company is considered the agent in these contractual relationships. All refund transfer fees are recorded within the Consumer reporting segment.

Card and Deposit Fees. Card fees relate to the Partner Solutions business line and consist of income from prepaid cards and merchant services, including interchange fees from prepaid cards processed through card association networks, merchant services and other card related services. Interchange rates are generally set by card association networks based on transaction volume and other factors. Since interchange fees are generated by cardholder activity, the Company recognizes the income as transactions occur. Fee income for merchant services and other card related services reflect account management and transaction fees charged to merchants for processing card association network transactions. The associated income is recognized as transactions occur or as services are performed. For the Company's internally managed prepaid card programs, fees are based on standalone pricing within the terms and conditions of the cardholder agreement. The Company is considered the principal of these relationships resulting in all fee income being presented on a gross basis within the Condensed Consolidated Statement of Operations. For the Company's sponsorship prepaid card programs where a third-party is considered the Program Manager, the fees are based on standalone pricing within the terms and conditions of the Program Agreement. For these relationships, the Company is considered the agent and certain expenses with the Program Manager, networks and associations are netted with card fee revenue. All card fee income is included in the Consumer reporting segment.

Deposit fees relate to the Partner Solutions and Commercial Finance business lines and consist of income from banking and deposit-related services, including account services, overdraft protection, and wire transfers. Fee income for account services is recognized over the course of the month as the performance obligation is satisfied. Fee income for overdraft protection and wire transfers is recognized at the point in time when such event occurs. For partner solutions, the fees for account services and overdraft protection are based on standalone pricing within the terms and conditions of the Program Agreement with the sponsorship partner. For these relationships, the Company is considered the agent and certain expenses with the partner are netted with deposit fee revenue. For Commercial Finance, fees for wire transfers are based on standalone pricing within the terms and conditions of the customer deposit agreement. Bank and deposit fees for the Partner Solutions and Commercial Finance business lines are included in the Consumer and Commercial reporting segments, respectively. Also included within Card and Deposit Fees for the Consumer reporting segment are servicing fees the Company recognizes for off-balance sheet custodial deposits. This fee income is for services the Bank performs to maintain records of cardholder funds placed at one or more third-party banks insured by the Federal Deposit Insurance Corporation ("FDIC"). The servicing fee is typically reflective of the effective federal funds rate ("EFFR").

NOTE 14. SEGMENT REPORTING

An operating segment is generally defined as a component of a business for which discrete financial information is available and whose results are reviewed by the chief operating decision-maker. Operating segments are aggregated into reportable segments if certain criteria are met.

The Company reports its results of operations through the following three business segments: Consumer, Commercial, and Corporate Services/Other. The Partner Solutions business line is reported in the Consumer segment. The Commercial Finance business line is reported in the Commercial segment. The Corporate Services/Other segment includes certain shared services as well as treasury related functions such as the investment portfolio, warehouse finance, wholesale deposits, and borrowings.

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The following table presents segment data for the Company:


(Dollars in thousands)	Consumer				Commercial				Corporate Services/Other				Total
			(As Restated)				(As Restated)				(As Restated)				(As Restated)
Three Months Ended March 31,	2025		2024		2025		2024		2025		2024		2025		2024
Net interest income	$	75,633	$	67,280	$	41,987	$	44,493	$	18,659	$	16,861	$	136,279	$	128,634
Provision for credit loss	31,739		29,144		3,508		555		19		45		35,266		29,744
Noninterest income	114,027		109,687		18,118		17,749		6,379		1,509		138,524		128,945
Noninterest expense	66,948		59,763		33,601		38,130		47,628		42,849		148,177		140,742
Income (loss) before income tax expense	90,973		88,060		22,996		23,557		( 22,609 )		( 24,524 )		91,360		87,093

Total assets	431,962		463,212		3,975,353		4,127,524		2,587,471		2,826,073		6,994,786		7,416,809
Total goodwill	87,145		87,145		210,783		222,360		—		—		297,928		309,505
Total deposits	5,633,529		6,063,339		140		7,143		185,540		297,862		5,819,209		6,368,344

Six Months Ended March 31,
Net interest income	$	156,694	$	136,202	$	85,280	$	89,699	$	19,554	$	21,660	$	261,528	$	247,561
Provision for credit loss	42,463		30,466		11,339		7,018		125		18		53,927		37,502
Noninterest income	147,629		142,474		39,357		33,748		8,916		5,484		195,902		181,706
Noninterest expense	120,327		111,579		66,366		72,986		89,280		77,254		275,973		261,819
Income (loss) before income tax expense	141,533		136,631		46,932		43,443		( 60,935 )		( 50,128 )		127,530		129,946

Total assets	431,962		463,212		3,975,353		4,127,524		2,587,471		2,826,073		6,994,786		7,416,809
Total goodwill	87,145		87,145		210,783		222,360		—		—		297,928		309,505
Total deposits	5,633,529		6,063,339		140		7,143		185,540		297,862		5,819,209		6,368,344

NOTE 15. FAIR VALUES OF FINANCIAL INSTRUMENTS

ASC 820, Fair Value Measurements defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system and requires disclosures about fair value measurement. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts.

The fair value hierarchy is as follows:

Level 1 Inputs - Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability to access at measurement date.

Level 2 Inputs - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which significant assumptions are observable in the market.

Level 3 Inputs - Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability.

Debt Securities AFS and HTM . Debt securities AFS are recorded at fair value on a recurring basis and debt securities HTM are carried at amortized cost.

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The fair value of debt securities AFS, categorized primarily as Level 2, is recorded using prices obtained from independent asset pricing services that are based on observable transactions, but not quoted markets. Management reviews the prices obtained from independent asset pricing services for unusual fluctuations and compares to current market trading activity.

Equity Securities. Marketable equity securities and certain non-marketable equity securities are recorded at fair value on a recurring basis. The fair values of marketable equity securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

Derivatives . The Bank's use of derivatives is limited to the Consumer Lending Programs. Under these Programs, the Bank has an agreement with a third party to originate consumer loans that are included in the Bank's held for investment or held for sale portfolios. The third party provides a target return to the Company on the portfolio of loans retained by the Bank and all interest received from borrowers on such loans above the target return and after all charge-offs have been covered is paid to the third party as excess interest and servicing. The primary drivers of the derivative value include the Company's ability to settle the loans at par value and the third party partners' rights of first refusal to purchase loans that the Company intends to sell. The Company estimates the fair value of the derivative instrument using a market approach considering primarily the average interest rate on the underlying loans and the credit spread relative to the risk-free rate in order to validate that the value of the loans is in excess of par and thus the derivative could be settled by either party at no cost. The Company considers this derivative instrument to be within Level 3 of the fair value hierarchy, as it utilizes inputs from sales or securitization transactions involving similar loans. As of March 31, 2025 and September 30, 2024, the Company determined the derivatives had no fair value, respectively, thus eliminating the need for further disclosures regarding Level 3 inputs as outlined in ASC 820.

The following table summarizes the fair values of debt securities AFS and equity securities as they are measured at fair value on a recurring basis.


(Dollars in thousands)	Total		Level 1		Level 2		Level 3
March 31, 2025
Debt securities AFS
Corporate securities	$	21,125	$	—	$	21,125	$	—
SBA securities	11,914		—		11,914		—
Obligations of states and political subdivisions	200		—		200		—
Non-bank qualified obligations of states and political subdivisions	192,002		—		192,002		—
Asset-backed securities	157,261		—		157,261		—
Mortgage-backed securities	1,029,018		—		1,029,018		—
Total debt securities AFS	$	1,411,520	$	—	$	1,411,520	$	—
Common equities and mutual funds (1)	$	3,569	$	3,569	$	—	$	—
Non-marketable equity securities (2)	$	12,829	$	—	$	—	$	—

September 30, 2024
Debt securities AFS
Corporate securities	$	19,750	$	—	$	19,750	$	—
SBA securities	81,935		—		81,935		—
Obligations of states and political subdivisions	480		—		480		—
Non-bank qualified obligations of states and political subdivisions	217,990		—		217,990		—
Asset-backed securities	189,698		—		189,698		—
Mortgage-backed securities	1,231,368		—		1,231,368		—
Total debt securities AFS	$	1,741,221	$	—	$	1,741,221	$	—
Common equities and mutual funds (1)	$	3,303	$	3,303	$	—	$	—
Non-marketable equity securities (2)	$	11,828	$	—	$	—	$	—

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2025 and September 30, 2024.

(2) Consists of certain non-marketable equity securities that are measured at fair value using net asset value ("NAV") per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.

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Loans and Leases. The Company does not record loans and leases at fair value on a recurring basis. However, if a loan or lease is individually evaluated for risk of credit loss and repayment is expected to be solely provided by the values of the underlying collateral, the Company measures fair value on a nonrecurring basis. Fair value is determined by the fair value of the underlying collateral less estimated costs to sell. The fair value of the collateral is determined based on the internal estimates and/or assessment provided by third-party appraisers and the valuation relies on discount rates ranging from 3 % to 28 %.

The following table summarizes the assets of the Company that are measured at fair value in the Condensed Consolidated Statements of Financial Condition on a nonrecurring basis:


(Dollars in thousands)	Total		Level 1		Level 2		Level 3
March 31, 2025
Loans and leases, net individually evaluated for credit loss







Commercial finance	$	8,900	$	—	$	—	$	8,900





Total loans and leases, net individually evaluated for credit loss	8,900		—		—		8,900

Total	$	8,900	$	—	$	—	$	8,900

September 30, 2024
Loans and leases, net individually evaluated for credit loss







Commercial finance	$	7,652	$	—	$	—	$	7,652





Total loans and leases, net individually evaluated for credit loss	7,652		—		—		7,652

Total	$	7,652	$	—	$	—	$	7,652

Quantitative Information About Level 3 Fair Value Measurements

(Dollars in thousands)

Fair Value at

March 31, 2025

Fair Value at

September 30, 2024

Valuation
Technique

Unobservable Input

Range of Inputs

Loans and leases, net individually evaluated for credit loss

8,900

7,652

Market approach

Appraised values (1)

3 % - 28 %

(1) The Company generally relies on external appraisers to develop this information. Management reduced the appraised value by estimating selling costs and other inputs in a range of 3 % to 28 %.

Management discloses the estimated fair value of financial instruments, including assets and liabilities on and off the Condensed Consolidated Statements of Financial Condition, for which it is practicable to estimate fair value. These fair value estimates were made at March 31, 2025 and September 30, 2024 based on relevant market information and information about financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or a liability could be settled. However, since there is no active market for certain financial instruments of the Company, the estimates of fair value are subjective in nature, involve uncertainties, and include matters of significant judgment. Changes in assumptions as well as tax considerations could significantly affect the estimated values. Accordingly, the aggregate fair value estimates are not intended to represent the underlying value of the Company, on either a going concern or a liquidation basis.

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The following tables present the carrying amount and estimated fair value of the financial instruments held by the Company:


	March 31, 2025
(Dollars in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	254,249	$	254,249	$	254,249	$	—	$	—
Debt securities available for sale	1,411,520		1,411,520		—		1,411,520		—
Debt securities held to maturity	31,335		26,492		—		26,492		—
Common equities and mutual funds (1)	3,569		3,569		3,569		—		—
Non-marketable equity securities (1)(2)	22,528		22,528		—		9,699		—
Loans held for sale	45,767		45,767		—		45,767		—
Loans and leases	4,470,054		4,418,831		—		—		4,418,831
Federal Reserve Bank and Federal Home Loan Bank stocks	24,276		24,276		—		24,276		—
Accrued interest receivable	37,081		37,081		37,081		—		—
Financial liabilities

Deposits	5,819,209		5,819,118		5,814,996		4,122		—


Other short- and long-term borrowings	33,405		32,977		—		32,977		—
Accrued interest payable	183		183		183		—		—

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2025.

(2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.


	September 30, 2024
(Dollars in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	158,337	$	158,337	$	158,337	$	—	$	—
Debt securities available for sale	1,741,221		1,741,221		—		1,741,221		—
Debt securities held to maturity	33,092		30,236		—		30,236		—
Common equities and mutual funds (1)	3,303		3,303		3,303		—		—
Non-marketable equity securities (1)(2)	21,350		21,350		—		9,522		—
Loans held for sale	691,688		691,688		—		691,688		—
Loans and leases	4,071,071		4,036,490		—		—		4,036,490
Federal Reserve Bank and Federal Home Loan Bank stocks	36,014		36,014		—		36,014		—
Accrued interest receivable	31,385		31,385		31,385		—		—
Financial liabilities
Deposits	5,875,085		5,874,994		5,845,879		29,115		—
Overnight federal funds purchased	377,000		377,000		377,000		—		—

Other short- and long-term borrowings	33,354		31,787		—		31,787		—
Accrued interest payable	571		571		571		—		—

(1) Equity securities at fair value are included within other assets on the Consolidated Statements of Financial Condition at September 30, 2024.

(2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.

NOTE 16. SUBSEQUENT EVENTS

Management has evaluated subsequent events that occurred after March 31, 2025. During this period, up to the filing date of this Quarterly Report on Form 10-Q, management did not identify any material subsequent events that would require recognition or disclosure in our Condensed Consolidated Financial Statements as of or for the quarter ended March 31, 2025.

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NOTE 17. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated its unaudited historical condensed consolidated financial statements as of March 31, 2024 and for the three and six months ended March 31, 2024 to correct for identified errors in its accounting for allowance for credit losses, interest income, provision for credit losses, and noninterest expense. In addition, the Company has corrected other unrelated immaterial errors which were previously not recorded or not recorded in the appropriate period. Prior period financial information restated for the three and six months ended March 31, 2024, was restated in the Form 10-K/A for the fiscal year ended September 30, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

PATHWARD FINANCIAL, INC. ("Pathward Financial" or the "Company" or "us") and its wholly-owned subsidiary, Pathward ® , National Association ("Pathward ® , N.A" or "Pathward" or "the Bank") may from time to time make written or oral “forward-looking statements,” including statements contained in this Quarterly Report on Form 10-Q, the Company’s other filings with the Securities and Exchange Commission (the "SEC"), the Company’s reports to stockholders, and other communications by the Company and Pathward, N.A, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

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; 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. 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; 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, weather-related disasters, or public health events, such as pandemics, and any governmental or societal responses thereto; 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, 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; and 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.

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/A for the Company’s fiscal year ended September 30, 2024, 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.

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GENERAL

The Company, a registered bank holding company that has elected to be a financial holding company, is a Delaware corporation, the principal assets of which are all the issued and outstanding shares of the Bank, a chartered national bank, the accounts of which are insured up to applicable limits by the FDIC as administrator of the Deposit Insurance Fund. Unless the context otherwise requires, references herein to the Company include Pathward Financial and the Bank, and all direct or indirect subsidiaries of Pathward Financial on a consolidated basis.

The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “CASH.”

The following discussion focuses on the consolidated financial condition of the Company at March 31, 2025, compared to September 30, 2024, and the consolidated results of operations for the three and six months ended March 31, 2025 and 2024. This discussion should be read in conjunction with the Company’s consolidated financial statements, and notes thereto, for the fiscal year ended September 30, 2024 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/A for the fiscal year ended September 30, 2024.

As described in Note 17. "Restatement of Previously Issued Financial Statements" to the condensed consolidated financial statements, the Company has restated its unaudited historical consolidated financial statements as of March 31, 2024 and for the three and six months ended March 31, 2024. Prior period financial information restated for three and six months ended March 31, 2024, was restated in the Form 10-K/A for the fiscal year ended September 30, 2024. As a result the previously reported financial information as of March 31, 2024 and for the three and six months ended March 31, 2024 in this management's discussion and analysis has been updated to reflect the restatements.

EXECUTIVE SUMMARY

Company Highlights and Business Developments

• On March 20, 2025, the Company's subsidiary Pathward®, N.A. announced it became Certified™ by Great Place to Work® for the third year in a row. 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 2025 Fiscal Second Quarter

• Total tax services product income, net of losses and direct product expenses, increased 29% to $47.6 million from $36.9 million, when comparing the first six months of fiscal 2025 to the same period of the prior fiscal year.

• Total revenue for the second quarter was $274.8 million, an increase of $17.2 million, or 7%, compared to the same quarter in fiscal 2024, driven by an increase in both noninterest income and net interest income.

• Net interest margin ("NIM") increased 35 basis points to 7.12% for the second quarter from 6.77% during the same period of last year, primarily driven by increased yields and balances in the loan and lease portfolio and an improved earning asset mix from the continued balance sheet optimization.

• Total gross loans and leases at March 31, 2025 increased $52.9 million to $4.46 billion compared to March 31, 2024 and decreased $97.8 million when compared to December 31, 2024. When excluding the insurance premium finance loans, which sold during the first quarter of fiscal 2025, of $525.5 million at March 31, 2024, total gross loans and leases at March 31, 2025 increased $578.4 million, or 15%, when compared to March 31, 2024.

• During the 2025 fiscal second quarter, the Company repurchased 575,804 shares of common stock at an average share price of $78.11. As of March 31, 2025, there were 5,722,336 shares available for repurchase under the current common stock share repurchase program.

Tax Season

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For the six months ended March 31, 2025, total tax services product revenue was $85.0 million, an increase of 17% compared to the same period of the prior year. Total tax services product fee income increased by $9.5 million and net interest income on tax services loans increased $2.6 million, while total tax services product expense increased marginally when compared to the prior year.

Provision for credit losses for the tax services portfolio increased $0.9 million for the six months ended March 31, 2025 when compared to the same period of the prior year, primarily due to an increase in loan originations.

Total tax services product income, net of losses and direct product expenses, increased 29% to $47.6 million from $36.9 million, when comparing the first six months of fiscal 2025 to the same period of the prior fiscal year. This increase was primarily due to a 13% increase in independent tax office enrollments this tax season as compared to the prior year period.

For the 2025 tax season through March 31, 2025, Pathward originated $1.66 billion in refund advance loans compared to $1.56 billion during the 2024 tax season.

FINANCIAL CONDITION

At March 31, 2025, the Company’s total assets decreased to $6.99 billion compared to $7.53 billion at September 30, 2024, primarily due to reductions of $645.9 million in loans held for sale and $329.7 million in securities AFS, partially offset by growth of $389.7 million in loans and leases and $95.9 million in cash and cash equivalents.

Total cash and cash equivalents were $254.2 million at March 31, 2025, increasing from $158.3 million at September 30, 2024. The increase is primarily due to the proceeds from the sale of the commercial insurance premium finance business, net transaction costs, the sale of the transportation portfolio within working capital, and the sale of debt securities AFS, partially offset by the repayment of short-term borrowings during the six months ended March 31, 2025. The Company maintains its cash investments primarily in interest-bearing overnight deposits with the FHLB of Des Moines and the FRB. At March 31, 2025, the Company did not have any federal funds sold.

The Company's investment security balances at March 31, 2025 totaled $1.44 billion, as compared to $1.77 billion at September 30, 2024. The decrease is primarily due to $217.9 million of debt securities AFS sold by the Bank during the six months ended March 31, 2025. 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 six months ended March 31, 2025, the Company made $2.3 million of 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 $24.3 million at March 31, 2025 and $36.0 million at September 30, 2024, as redemptions were partially offset by purchases of FHLB membership stock during the six months ended March 31, 2025.

Loans held for sale at March 31, 2025 totaled $45.8 million, decreasing from $691.7 million at September 30, 2024. This decrease was primarily driven by the sale of the commercial insurance premium finance loans and a reduction in SBA/USDA loans held for sale, partially offset by growth in consumer credit products held for sale at March 31, 2025 compared to September 30, 2024.

Total gross loans and leases totaled $4.46 billion at March 31, 2025, as compared to $4.08 billion at September 30, 2024. The increase was due to growth in the commercial finance, tax services, and warehouse finance loan portfolios, partially offset by a reduction in the consumer finance loan portfolio. See Note 5. 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 79% of the Company's loan and lease portfolio, totaled $3.52 billion at March 31, 2025 , reflecting an increase of $229.2 million, 7%, from September 30, 2024. The increase was primarily driven by increases of $211.8 million in term lending, $133.1 million in SBA/USDA, and $70.6 million in asset-based lending, partially offset by decreases of $137.8 million in factoring loans and $31.2 million in other commercial finance.

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Total end-of-period deposits decreased 1% to $5.82 billion at March 31, 2025, compared to $5.88 billion at September 30, 2024, primarily driven by decreases in noninterest-bearing deposits of $63.0 million and in wholesale deposits of $25.0 million, partially offset by increases in interest-bearing deposits of $21.1 million and in savings deposits of $15.9 million.

As of March 31, 2025, the Company had $386.7 million in deposits related to government stimulus programs.

The Company's total borrowings decreased from $410.4 million at September 30, 2024 to $33.4 million at March 31, 2025, primarily driven by a decrease in short-term borrowings of $377.0 million as the Company used total deposits to fund loans and leases and investment balances. 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 March 31, 2025, the Company’s stockholders’ equity totaled $814.0 million, a decrease of $8.1 million, from $822.2 million at September 30, 2024. The decrease was primarily attributable to an increase in accumulated other comprehensive loss, partially offset by an increase in additional paid-in capital and retained earnings. The Company and Bank remained above the federal regulatory minimum capital requirements at March 31, 2025, and continued to be classified as well-capitalized, and in good standing with the regulatory agencies. See “Liquidity and Capital Resources” for further information.

Noninterest-bearing Checking Deposits. The Company may hold negative balances associated with cardholder programs in the Partner Solutions business line that are included within noninterest-bearing deposits on the Company's Condensed Consolidated Statements of Financial Condition. Negative balances can relate to any of the following payments functions:

– Prefundings: The Company deploys funds to cards prior to receiving cash (typically 2-3 days) where the prefunding balance is netted at a pooled partner level utilizing ASC 210-20.

– Discount fundings: The Company funds cards in alignment to expected breakage values on the card. Consumers may spend more than is estimated. These discounts are netted at a pooled partner level using ASC 210-20. The majority of these discount fundings relate to a small number of partners and are analyzed on an ongoing basis.

– Demand Deposit Account ("DDA") overdrafts: Certain programs offered allow cardholders traditional DDA overdraft protection services whereby cardholders can spend a limited amount in excess of their available card balance. When overdrawn, these accounts are re-classed as loans on the balance sheet within the Consumer Finance category.

The Company meets the Right of Set off criteria in ASC 210-20, Balance Sheet - Offsetting, for all payments negative deposit balances with the exception of DDA overdrafts. The following table summarizes the Company's negative deposit balances within the Partner Solutions business line:


(Dollars in thousands)	March 31, 2025		September 30, 2024
Noninterest-bearing deposits	$	5,930,963	$	5,982,992
Prefunding	(318,916)		(315,994)
Discount funding	(43,620)		(38,665)
DDA overdrafts	(14,375)		(11,236)
Noninterest-bearing checking, net	$	5,554,052	$	5,617,097

Off-Balance Sheet Custodial Deposits. The Bank utilizes a custodial deposit transference structure for certain prepaid and deposit programs whereby the Bank, acting as custodian of cardholder funds, places a portion of such cardholder funds that are not needed to support near term settlement at one or more third-party banks insured by the FDIC (each, a “Program Bank”). Accounts opened at Program Banks are established in the Bank’s name as custodian, for the benefit of the Bank’s cardholders. The Bank remains the issuer of all cards and holder of all accounts under the applicable cardholder agreements and has sole custodial control and transaction authority over the accounts opened at Program Banks.

The Bank maintains the records of each cardholder’s deposits maintained at Program Banks. Program Banks undergo robust due diligence prior to becoming a Program Bank and are also subject to continuous monitoring.

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As of March 31, 2025, the Company managed $1.12 billion 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.

RESULTS OF OPERATIONS

The following tables present, for the periods indicated, the Company’s total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. The balances presented in the tables below are calculated on a daily average basis. Tax-equivalent adjustments have been made in yields on interest-bearing assets and NIM. Nonaccruing loans and leases have been included in the table as loans or leases carrying a zero yield.

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	Three Months Ended March 31,
							(As Restated)
	2025						2024
(Dollars in thousands)	Average Outstanding Balance		Interest Earned / Paid		Yield / Rate (1)		Average Outstanding Balance		Interest Earned / Paid		Yield / Rate (1)
Interest-earning assets:
Cash and fed funds sold	$	926,841	$	9,088	3.98	%	$	616,288	$	7,422	4.84	%
Mortgage-backed securities	1,240,243		8,580		2.81	%	1,464,530		9,998		2.75	%
Tax-exempt investment securities	116,976		797		3.50	%	132,733		932		3.57	%
Asset-backed securities	180,750		2,228		5.00	%	237,421		3,368		5.71	%
Other investment securities	207,973		1,556		3.03	%	281,695		2,291		3.27	%
Total investments	1,745,942		13,161		3.11	%	2,116,379		16,589		3.20	%
Commercial finance	3,597,280		73,053		8.24	%	3,653,910		73,910		8.14	%
Consumer finance	295,099		19,976		27.45	%	351,459		19,897		22.77	%
Tax services	557,229		11,913		8.67	%	493,168		9,014		7.35	%
Warehouse finance	638,747		14,813		9.41	%	407,703		10,262		10.12	%
Total loans and leases	5,088,355		119,755		9.54	%	4,906,240		113,083		9.27	%
Total interest-earning assets	7,761,138		$	142,004	7.43	%	7,638,907		$	137,094	7.23	%
Noninterest-earning assets	611,851						575,437
Total assets	$	8,372,989					$	8,214,344

Interest-bearing liabilities:
Interest-bearing checking	$	2,462	$	—	0.04	%	$	266	$	—	0.31	%
Savings	53,120		3		0.02	%	59,914		5		0.04	%
Money markets	179,591		270		0.61	%	190,143		598		1.26	%
Time deposits	4,213		3		0.25	%	5,027		4		0.29	%
Wholesale deposits	349,706		3,810		4.42	%	439,785		6,078		5.56	%
Total interest-bearing deposits (a)	589,092		4,086		2.81	%	695,135		6,685		3.87	%
Overnight fed funds purchased	88,522		1,003		4.60	%	79,484		1,107		5.60	%

Subordinated debentures	19,728		355		7.29	%	19,625		355		7.27	%
Other borrowings	13,661		281		8.34	%	13,901		313		9.07	%
Total borrowings	121,911		1,639		5.45	%	113,010		1,775		6.32	%
Total interest-bearing liabilities	711,003		5,725		3.27	%	808,145		8,460		4.21	%
Noninterest-bearing deposits (b)	6,592,216		—		—	%	6,473,538		—		—	%
Total deposits and interest-bearing liabilities	7,303,219		$	5,725	0.32	%	7,281,683		$	8,460	0.47	%
Other noninterest-bearing liabilities	294,080						223,670
Total liabilities	7,597,299						7,505,353
Shareholders' equity	775,690						708,991
Total liabilities and shareholders' equity	$	8,372,989					$	8,214,344
Net interest income and net interest rate spread including noninterest-bearing deposits			$	136,279	7.11	%			$	128,634	6.76	%

Net interest margin					7.12	%					6.77	%
Tax-equivalent effect					0.01	%					0.02	%
Net interest margin, tax-equivalent (2)					7.13	%					6.79	%

Total cost of deposits (a+b)	7,181,308		4,086		0.23	%	7,168,673		6,685		0.38	%
(1) Tax rate used to arrive at the TEY for the three months ended March 31, 2025 and 2024 was 21%.
(2) Net interest margin expressed on a fully-taxable-equivalent basis ("net interest margin, tax-equivalent") is a non-GAAP financial measure. The tax-equivalent adjustment to net interest income recognizes the estimated income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income. The Company believes that it is a standard practice in the banking industry to present net interest margin expressed on a fully taxable equivalent basis and, accordingly, believes the presentation of this non-GAAP financial measure may be useful for peer comparison purposes.

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	Six Months Ended March 31,
							(As Restated)
	2025						2024
(Dollars in thousands)	Average Outstanding Balance		Interest Earned / Paid		Yield / Rate (1)		Average Outstanding Balance		Interest Earned / Paid		Yield / Rate (1)
Interest-earning assets:
Cash and fed funds sold	$	579,452	$	11,346	3.93	%	$	476,371	$	11,525	4.84	%
Mortgage-backed securities	1,275,467		17,566		2.76	%	1,475,753		20,047		2.72	%
Tax-exempt investment securities	118,862		1,642		3.51	%	134,612		1,862		3.50	%
Asset-backed securities	184,497		4,832		5.25	%	243,831		6,933		5.69	%
Other investment securities	221,173		3,370		3.06	%	283,168		4,579		3.23	%
Total investments	1,799,999		27,410		3.10	%	2,137,364		33,421		3.17	%
Commercial finance	3,642,820		147,665		8.13	%	3,710,571		148,580		8.01	%
Consumer finance	305,868		42,317		27.75	%	357,228		40,048		22.42	%
Tax services	294,147		12,045		8.21	%	259,338		9,003		6.94	%
Warehouse finance	621,094		29,577		9.55	%	394,747		19,306		9.78	%
Total loans and leases	4,863,929		231,604		9.55	%	4,721,884		216,937		9.19	%
Total interest-earning assets	7,243,380		$	270,360	7.50	%	7,335,619		$	261,883	7.15	%
Noninterest-earning assets	620,823						544,708
Total assets	$	7,864,203					$	7,880,327

Interest-bearing liabilities:
Interest-bearing checking	$	1,564	$	—	4.30	%	$	346	$	1	0.33	%
Savings	49,252		6		0.03	%	57,334		11		0.04	%
Money markets	179,850		655		0.73	%	186,681		1,173		1.26	%
Time deposits	4,210		6		0.25	%	5,273		7		0.27	%
Wholesale deposits	186,526		4,194		4.51	%	324,909		9,019		5.55	%
Total interest-bearing deposits (a)	421,402		4,861		2.31	%	574,543		10,211		3.55	%
Overnight fed funds purchased	110,165		2,674		4.87	%	98,421		2,763		5.61	%

Subordinated debentures	19,715		710		7.22	%	19,613		711		7.25	%
Other borrowings	13,661		587		8.62	%	14,040		637		9.07	%
Total borrowings	143,541		3,971		5.55	%	132,074		4,111		6.23	%
Total interest-bearing liabilities	564,943		8,832		3.14	%	706,617		14,322		4.05	%
Noninterest-bearing deposits (b)	6,203,825		—		—	%	6,287,220		—		—	%
Total deposits and interest-bearing liabilities	6,768,768		$	8,832	0.26	%	6,993,837		$	14,322	0.41	%
Other noninterest-bearing liabilities	315,189						217,102
Total liabilities	7,083,957						7,210,939
Shareholders' equity	780,246						669,388
Total liabilities and shareholders' equity	$	7,864,203					$	7,880,327
Net interest income and net interest rate spread including noninterest-bearing deposits			$	261,528	7.24	%			$	247,561	6.74	%

Net interest margin					7.24	%					6.75	%
Tax-equivalent effect					0.01	%					0.01	%
Net interest margin, tax-equivalent (2)					7.25	%					6.76	%

Total cost of deposits (a+b)	6,625,227		4,861		0.15	%	6,861,763		10,211		0.30	%

(1) Tax rate used to arrive at the TEY for the six months ended March 31, 2025 and 2024 was 21%.

(2) Net interest margin expressed on a fully-taxable-equivalent basis ("net interest margin, tax-equivalent") is a non-GAAP financial measure. The tax-equivalent adjustment to net interest income recognizes the estimated income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income. The Company believes that it is a standard practice in the banking industry to present net interest margin expressed on a fully taxable equivalent basis and, accordingly, believes the presentation of this non-GAAP financial measure may be useful for peer comparison purposes.

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General

The Company recorded net income of $75.0 million, or $3.14 per diluted share, for the three months ended March 31, 2025, compared to net income of $69.9 million, or $2.74 per diluted share, for the three months ended March 31, 2024.

The Company recorded net income of $104.9 million, or $4.35 per diluted share, for the six months ended March 31, 2025, compared to net income of $104.8 million, or $4.07 per diluted share, for the six months ended March 31, 2024.

Net Interest Income

Net interest income for the second quarter of fiscal 2025 was $136.3 million, an increase of 6% from the same quarter in fiscal 2024. The increase was mainly attributable to increased yields and balances in the loan and lease portfolio and an improved earning asset mix, along with a reduction in funding costs.

For the six months ended March 31, 2025, net interest income was $261.5 million, an increase of 6%, from $247.6 million compared to the same period in the prior fiscal year.

The Company’s average interest-earning assets for the second quarter of fiscal 2025 increased by $122.2 million to $7.76 billion compared to the same quarter in fiscal 2024, due to increases in average outstanding balances of interest earning cash and total loan and lease balances, partially offset by a decrease in total investment securities. The second quarter average outstanding balance of loans and leases increased $182.1 million compared to the same quarter of the prior fiscal year, primarily due to increases in the warehouse finance and tax services portfolios, partially offset by decreases in the consumer finance and commercial finance loan portfolios. The decrease in the average outstanding balance of commercial finance loans and leases was primarily driven by the sale of the insurance premium finance loans during the first quarter of fiscal year 2025.

Fiscal 2025 second quarter NIM increased to 7.12% from 6.77% in the second fiscal quarter of 2024 . The overall reported tax-equivalent yield (“TEY”) on average interest-earning assets increased 20 basis points to 7.43% compared to the prior year quarter, driven by an improved earning asset mix. The yield on the loan and lease portfolio was 9.54% compared to 9.27% for the comparable period last year and the TEY on the securities portfolio was 3.11% compared to 3.20% over that same period.

For the six months ended March 31, 2025, NIM was 7.24%, an increase of 49 basis points from 6.75% compared to the same period in the prior fiscal year.

The Company's cost of funds for all deposits and borrowings averaged 0.32% during the fiscal 2025 second quarter, as compared to 0.47% during the prior year quarter. The Company's overall cost of deposits was 0.23% in the fiscal second quarter of 2025, as compared to 0.38% during the prior year quarter.

Provision for Credit Loss

The Company recognized a provision for credit losses of $35.3 million for the quarter ended March 31, 2025, compared to $29.7 million for the comparable period in the prior fiscal year. The period-over-period increase in provision for credit losses was primarily due to increases in provision for credit losses in the commercial finance portfolio of $2.8 million, the consumer finance portfolio of $1.6 million, and the seasonal tax services portfolio of $1.0 million. The Company recognized net charge-offs of $6.4 million for the quarter ended March 31, 2025, compared to net charge-offs of $9.4 million for the quarter ended March 31, 2024. Net charge-offs attributable to the commercial finance portfolio and the consumer finance portfolio for the quarter ended March 31, 2025 were $6.9 million and $6.3 million, respectively, while recoveries of $6.8 million were recognized in the tax services portfolio. Net charge-offs attributable to the commercial finance portfolio and the consumer finance portfolio for the same quarter of the prior year were $4.7 million and $10.5 million, respectively, while recoveries of $5.8 million were recognized in the tax services portfolio.

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The Company recognized a provision for credit losses of $53.9 million for the six months ended March 31, 2025, compared to $37.5 million for the comparable period in the prior fiscal year. The increase was primarily due to increases in provision for credit losses in all loan portfolios. The Company recognized net charge-offs of $22.6 million for the six months ended March 31, 2025, compared to net charge-offs of $22.6 million for the six months ended March 31, 2024. Net charge-offs attributable to the commercial finance portfolio and the consumer finance portfolio for the six months ended March 31, 2025 were $14.9 million and $14.0 million, respectively. Net recoveries of $6.3 million were recognized in the tax services portfolio for the six months ended March 31, 2025. Net charge-offs attributable to the commercial finance portfolio and the consumer finance portfolio were $9.3 million and $18.3 million, respectively, for the same six months of the prior year, while net recoveries of $4.9 million were recognized in the tax services portfolio.

Noninterest Income

Fiscal 2025 second quarter noninterest income increased 7% to $138.5 million, compared to $128.9 million for the same period of the prior year. The increase in noninterest income when comparing the current period to the same period of the prior year was primarily driven by secondary market revenue, refund advance and other tax product income, and refund transfer product fees, partially offset by a loss on sale of investment securities, a reduction in card and deposit fees, and a loss on sale of divestiture related to closing business activities from the insurance premium finance business sale that occurred during the first quarter of the fiscal year. The increase in the secondary market revenue was primarily driven by the gain from the sale of the transportation portfolio within working capital.

The period-over-period decrease in card and deposit fee income was primarily related to lower quarterly average deposit balances held at partner banks along with lower servicing fee income due to a reduction in rates following reductions in the EFFR. Servicing fee income on custodial deposits total ed $6.5 million d uring the 2025 fiscal second quarter, compared to $10.4 million for the same period of the prior year. For the fiscal quarter ended December 31, 2024, servicing fee income on custodial deposits totaled $4.5 million.

Noninterest income for the six months ended March 31, 2025 increased to $195.9 million from $181.7 million for the same period of the prior year.

Noninterest Expense

Noninterest expense increased 5% to $148.2 million for the fiscal 2025 second quarter, from $140.7 million for the same quarter last year. The increase was primarily attributable to increases in operating lease equipment depreciation expense, other expense, refund transfer product expense, card processing expense, and occupancy and equipment expense. This increase was partially offset primarily by reductions in compensation and benefits expense, refund advance product expense, and impairment expense. Occupancy and equipment expense was impacted by continued investment in our technology infrastructure. The Company expects to continue investments in technology as well as risk and compliance over the balance of fiscal 2025 .

Card processing expense is primarily driven by 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 62% of the deposit portfolio was subject to these rate-related processing expenses during the fiscal 2025 second quarter. For the fiscal quarter ended March 31, 2025, contractual, rate-related processing expenses were $28.4 million, as compared to $25.6 million for the fiscal quarter ended December 31, 2024 and $30.1 million for the fiscal quarter ended March 31, 2024.

Noninterest expense for the six months ended March 31, 2025 increased to $276.0 million from $261.8 million for the same period of the prior year.

Income Tax Expense

The Company recorded income tax expense of $16.2 million, representing an effective tax rate of 17.7%, for the fiscal 2025 second quarter, compared to an income tax expense of $16.9 million, representing an effective tax rate of 19.4%, for the second quarter last fiscal year. The current quarter decrease in income tax expense compared to the prior year quarter was primarily due to an investment tax credit.

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The Company originated $1.9 million in renewable energy leases during the fiscal 2025 second quarter, resulting in $0.5 million in total net investment tax credits. During the second quarter of fiscal 2024, the Company originated $25.9 million in renewable energy leases resulting in $7.0 million in total net investment tax credits. For the six months ended March 31, 2025, the Company originated $11.2 million in renewable energy leases, compared to $38.1 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.

Asset Quality

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, consumer 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 120 days or more for consumer credit products and 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 believes that the level of allowance for credit losses at March 31, 2025 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.

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The table below sets forth the amounts and categories of the Company's nonperforming assets.


(Dollars in thousands)	March 31, 2025			September 30, 2024
Nonperforming Loans and Leases
Nonaccruing loans and leases:
Commercial finance	$	36,049		$	26,412



Total nonaccruing loans and leases	36,049			26,412

Accruing loans and leases delinquent 90 days or more:
Loans held for sale	—			1,050

Commercial finance	1,359			2,314
Consumer finance	2,398			3,053
Tax services (1)	—			8,733

Total accruing loans and leases delinquent 90 days or more	3,757			15,150
Total nonperforming loans and leases	39,806			41,562

Other Assets
Nonperforming operating leases	1,812			1,471





Total other assets	1,812			1,471
Total nonperforming assets	$	41,618		$	43,033
Total as a percentage of total assets	0.59		%	0.57		%
(1) Certain tax services loans do not bear interest.

The Company's nonperforming assets at March 31, 2025 were $41.6 million, representing 0.59% of total assets, compared to $43.0 million, or 0.57% of total assets at September 30, 2024. The decrease in the nonperforming assets as a percentage of total assets at March 31, 2025 compared to September 30, 2024, was primarily driven by a decrease in nonperforming loans in the seasonal tax services portfolio, partially offset by an increase in nonperforming loans in the commercial finance portfolio.

The Company's nonperforming loans and leases at March 31, 2025 were $39.8 million, representing 0.88% of total gross loans and leases, compared to $41.6 million, or 0.87% of total gross loans and leases at September 30, 2024.

Classified Assets . Federal regulations provide for the classification of certain loans, leases, and other assets such as debt and equity securities considered by the Bank's primary regulator, the OCC, to be of lesser quality as “substandard,” “doubtful” or “loss,” with each such classification dependent on the facts and circumstances surrounding the assets in question. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the Bank will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such minimal value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When assets are classified as “loss,” the Bank is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge off such amount. The Bank’s determinations as to the classification of its assets and the amount of its valuation allowances are subject to review by its regulatory authorities, which may order the establishment of additional general or specific loss allowances.

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On the basis of management’s review of its loans, leases, and other assets, at March 31, 2025, the Company had classified loans and leases of $202.9 million as substandard, $5.0 million as doubtful and none as loss. At September 30, 2024, the Company classified loans and leases of $180.9 million as substandard, $10.3 million as doubtful and none as loss.

Allowance for Credit Losses . The ACL represents management’s estimate of current credit losses expected to be incurred by the loan and lease portfolio over the life of each financial asset as of the balance sheet date. 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. All other loans and leases are evaluated collectively for credit loss. A reserve for unfunded credit commitments such as letters of credit and binding unfunded loan commitments is recorded in other liabilities on the Condensed Consolidated Statements of Financial Condition.

Individually evaluated loans and leases are a key component of the ACL. Generally, the Company measures credit loss on individually evaluated loans based on the fair value of the collateral less estimated selling costs, as the Company considers these financial assets to be collateral dependent. If an individually evaluated loan or lease is not collateral dependent, credit loss is measured at the present value of expected future cash flows discounted at the loan or lease initial effective interest rate.

The Company's ACL totaled $102.9 million at March 31, 2025, an increase compared to $71.8 million at September 30, 2024. The increase in the ACL at March 31, 2025, when compared to September 30, 2024, was primarily due to a $33.8 million increase in the allowance related to the seasonal tax services portfolio and a $1.0 million increase related to the consumer finance portfolio, partially offset by a $3.7 million decrease in the allowance related to the commercial finance portfolio.

The following table presents the Company's ACL as a percentage of its total loans and leases.


	As of the Period Ended
	March 31, 2025		December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024
Commercial finance	1.10	%	1.18	%	1.29	%	1.17	%	1.21	%
Consumer finance	12.04	%	10.84	%	11.52	%	12.85	%	13.14	%
Tax services	60.35	%	1.75	%	0.02	%	66.35	%	37.31	%
Warehouse finance	0.10	%	0.10	%	0.10	%	0.10	%	0.10	%
Total loans and leases	2.30	%	1.63	%	1.76	%	2.32	%	2.53	%
Total loans and leases excluding tax services	1.57	%	1.63	%	1.77	%	1.71	%	1.85	%

The Company's ACL as a percentage of total loans and leases increased to 2.30% at March 31, 2025 from 1.76% at September 30, 2024. The increase in the total loans and leases coverage ratio was primarily driven by seasonality in both the tax services portfolio and consumer finance portfolio. When comparing the current quarter to the same quarter of the prior year, the increase in the tax services coverage ratio was due to higher repayments during the current quarter which decreased the outstanding loan balance within the portfolio.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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/A for the year ended September 30, 2024. There were no significant changes to these critical accounting policies and estimates during the first six months of fiscal 2025.

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LIQUIDITY AND CAPITAL RESOURCES

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.

At March 31, 2025, the Company had unfunded loan and lease commitments of $1.24 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 March 31, 2025 include $254.2 million in cash and cash equivalents and $1.12 billion in off-balance sheet 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 $3.89 billion in total available liquidity as of March 31, 2025. Due to the characteristics of the Company's deposit portfolio, uninsured deposits remained less than 15% of total deposits during the fiscal 2025 second quarter and below the Company's available liquidity.

The Company and the Bank are required to comply with the regulatory capital rules administered by federal banking agencies (the "Capital Rules"). Under the Capital Rules and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors.

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 March 31, 2025, 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.

The table below includes certain non-GAAP financial measures that are used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies. Management reviews these measures along with other measures of capital as part of its financial analyses and has included this non-GAAP financial information, and corresponding reconciliation to total equity.


	Company		Bank		Minimum to be Adequately Capitalized Under Prompt Corrective Action Provisions		Minimum to be Well Capitalized Under Prompt Corrective Action Provisions
March 31, 2025
Tier 1 leverage capital ratio	8.32	%	8.52	%	4.00	%	5.00	%
Common equity Tier 1 capital ratio	13.64		14.25		4.50		6.50
Tier 1 capital ratio	13.91		14.25		6.00		8.00
Total capital ratio	15.57		15.51		8.00		10.00
September 30, 2024
Tier 1 leverage capital ratio	9.05	%	9.22	%	4.00	%	5.00	%
Common equity Tier 1 capital ratio	12.26		12.78		4.50		6.50
Tier 1 capital ratio	12.52		12.78		6.00		8.00
Total capital ratio	14.14		14.03		8.00		10.00

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The following table provides a reconciliation of the amounts included in the table above for the Company.


	Standardized Approach (1)
(Dollars in thousands)	March 31, 2025		September 30, 2024
Total stockholders' equity	$	814,047	$	822,189
Adjustments:
LESS: Goodwill, net of associated deferred tax liabilities	285,865		296,105
LESS: Certain other intangible assets	16,364		18,018
LESS: Net deferred tax assets from operating loss and tax credit carry-forwards	5,788		15,624
LESS: Net unrealized (losses) on available for sale securities	(163,206)		(152,328)
LESS: Noncontrolling interest	(658)		(277)
ADD: Adoption of Accounting Standards Update 2016-13	1,788		3,576
Common Equity Tier 1 (1)	671,682		648,623
Long-term borrowings and other instruments qualifying as Tier 1	13,661		13,661
Tier 1 minority interest not included in common equity Tier 1 capital	(381)		(150)
Total Tier 1 capital	684,962		662,134
Allowance for credit losses	62,042		66,140
Subordinated debentures, net of issuance costs	19,744		19,693
Total capital	$	766,748	$	747,967
(1) Capital ratios were determined using the Basel III capital rules that became effective on January 1, 2015. Basel III revised the definition of capital, increased minimum capital ratios, and introduced a minimum common equity tier 1 capital ratio; those changes were fully phased in through the end of 2021.

The Company and the Bank have been required to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of Common Equity Tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. The required Common Equity Tier 1 risk-based, Tier 1 risk-based and total risk-based capital ratios with the buffer are currently 7.0%, 8.5% and 10.5%, respectively.

Based on current and expected continued profitability and subject to continued access to capital markets, we believe that the Company and the Bank will continue to meet the capital conservation buffer of 2.5% in addition to required minimum capital ratios.

CONTRACTUAL OBLIGATIONS

See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations " in the Company’s Form 10-K/A for its fiscal year ended September 30, 2024 for a summary of our contractual obligations as of September 30, 2024. There were no material changes outside the ordinary course of our business in contractual obligations from September 30, 2024 through March 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company derives a portion of its income from the excess of interest collected over interest paid. The rates of interest the Company earns on assets and pays on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, the Company’s results of operations, like those of most financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of its assets and liabilities.

The Company monitors and measures its exposure to changes in interest rates in order to comply with applicable government regulations and risk policies established by the Board of Directors, and in order to preserve stockholder value. In monitoring interest rate risk, the Company analyzes assets and liabilities based on characteristics including size, coupon rate, repricing frequency, maturity date, likelihood of prepayment, and deposit behaviors.

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The Company’s primary objective for its investment portfolio is to provide a source of liquidity for the Company. In addition, the investment portfolio may be used in the management of the Company’s interest rate risk profile. The investment policy generally calls for funds to be invested among various categories of security types and maturities based upon the Company’s need for liquidity, desire to achieve a proper balance between minimizing risk while maximizing yield, the need to provide collateral for borrowings, and the need to fulfill the Company’s asset/liability management goals.

The Company believes that its portfolio of longer duration deposits generated from its Partner Solutions business line provides a stable and profitable funding vehicle. A portion of the Company’s deposit balances are subject to variable card processing expenses, derived from contractual agreements with certain Partner Solutions partners tied to a rate index, typically the EFFR. These costs reprice immediately upon a change in the applicable rate index.

The Bank, acting as custodian of cardholder funds, places a portion of such cardholder funds at one or more third-party banks insured by the FDIC (each, a “Program Bank”). These custodial deposits earn recordkeeping service fee income, typically reflective of the EFFR.

The Board of Directors and relevant government regulations establish limits on the level of acceptable interest rate risk at the Company, to which management adheres. There can be no assurance, however, that, in the event of an adverse change in interest rates, the Company’s efforts to limit interest rate risk will be successful.

Interest Rate Risk (“IRR”)

Overview. The Company actively manages interest rate risk, as changes in market interest rates can have a significant impact on reported earnings. The Company's IRR analysis is designed to compare income and economic valuation simulations in market scenarios designed to alter the direction, magnitude and speed of interest rate changes, as well as the slope of the yield curve. This analysis may not represent all impacts driven by changes in the interest rate environment, such as certain other card fee income and expense line items tied to card processing expense derived from contractual agreements with certain Partner Solutions partners and servicing fees the Company recognizes from custodial off-balance sheet deposits. The Company does not currently engage in trading activities to control IRR although it may do so in the future, if deemed necessary, to help manage IRR.

Earnings at risk and economic value analysis. As a continuing part of its financial strategy, the Bank considers methods of managing an asset/liability mismatch consistent with maintaining acceptable levels of net interest income. In order to monitor IRR, the Company has created an Asset/Liability Committee whose principal responsibilities are to assess the Bank’s asset/liability mix and implement strategies that will enhance income while managing the Bank’s vulnerability to changes in interest rates.

The Company uses two approaches to model IRR: Earnings at Risk (“EAR analysis”) and Economic Value of Equity (“EVE analysis”). Under EAR analysis, net interest income is calculated for each interest rate scenario and compared to the net interest income forecast in the base case over a one-year minimum time horizon. The results are affected by projected rates, prepayments, caps and floors. Management exercises its best judgment in making assumptions regarding events that management can influence, such as non-contractual deposit re-pricing, as well as events outside of management's control, such as customer behavior on loan and deposit activity and the effect that competition has on both lending and deposit pricing. These assumptions are subjective and, as a result, net interest income simulation results will differ from actual results due to the timing, magnitude, and frequency of interest rate changes, changes in market conditions, customer behavior and management strategies, among other factors. The Company performs various sensitivity analyses on assumptions of deposit attrition, loan prepayments, and asset re-pricing, as well as market-implied forward rates and various likely and extreme interest rate scenarios, including rapid and gradual interest rate ramps, rate shocks and yield curve twists.

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The EAR analysis used in the following table reflects the required analysis used no less than quarterly by management. It models basis point parallel shifts in market interest rates over the next one-year period. The following table shows the results of the scenarios as of March 31, 2025 and September 30, 2024:


Net Sensitive Earnings at Risk
		Change in Interest Income/Expense for a given change in interest rates
		Over/(Under) Base Case Parallel Shift
(Dollars in Thousands)	Book Value	-200		-100		Base		+100		+200
Balances as of March 31, 2025
Total interest income	6,202,225	385,114		405,845		433,660		462,675		490,364
Total interest expense	265,157	557		575		1,221		2,885		4,550
Net interest income		384,557		405,270		432,439		459,790		485,814

Percentage change from base		-11.1	%	-6.3	%	—	%	6.3	%	12.3	%

Balances as of September 30, 2024
Total interest income	6,676,417	411,926		440,588		470,620		499,529		527,533
Total interest expense	634,988	12,614		16,686		22,053		27,715		33,184
Net interest income		399,312		423,902		448,567		471,814		494,349

Percentage change from base		-11.0	%	-5.5	%	—	%	5.2	%	10.2	%

The EAR analysis reported at March 31, 2025 , shows that changes in market interest rates have a larger impact on total interest income than total interest expense. IRR is a snapshot in time. The Company’s business and deposits are predictably cyclical on a weekly, monthly and yearly basis. The Company’s static IRR results could vary depending on which day of the week the month ends, primarily related to payroll processing and timing of when certain programs are prefunded and when the funds are received.

Under EVE analysis, the economic value of financial assets, liabilities and off-balance sheet instruments is derived under each rate scenario. The economic value of equity is calculated as the difference between the estimated market value of assets and liabilities, net of the impact of off-balance sheet instruments.

The EVE analysis used in the following table reflects the required analysis used no less than quarterly by management. It models immediate basis point parallel shifts in market interest rates. The following table shows the results of the scenario as of March 31, 2025 and September 30, 2024:


Economic Value Sensitivity
	Standard (Parallel Shift)
	Economic Value of Equity at Risk %
	-200		-100		+100		+200
Balances as of March 31, 2025
Percentage change from base	-5.1	%	-2.0	%	1.1	%	1.6	%

Balances as of September 30, 2024
Percentage change from base	-10.0	%	-3.9	%	2.6	%	4.2	%

The EVE at risk reported at March 31, 2025 shows that the economic value of equity position is expected to benefit from rising interest rates due to the large amount of noninterest-bearing funding.

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Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management, under the direction of its Chief Executive Officer and Chief Financial Officer, is responsible for maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "1934 Act")) that are designed to ensure that information required to be disclosed in reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Quarterly Report on Form 10-Q, management evaluated the Company's disclosure controls and procedures. The evaluation was performed under the direction of the Company's Chief Executive Officer and Chief Financial Officer to determine the effectiveness, as of March 31, 2025, of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures were not designed effectively to ensure timely alerting of material information relating to the Company required to be included in the Company's periodic SEC filings. This conclusion was reached as a result of the material weakness in internal control over financial reporting described in Item 9A of Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended September 30, 2024 filed with the SEC on August 29, 2025.

Notwithstanding the conclusion by our management, including our Chief Executive Officer and Chief Financial Officer, that our disclosure controls and procedures were not effective as of March 31, 2025, and notwithstanding the material weakness in our internal control over financial reporting, management, including our Chief Executive Officer and Chief Financial Officer, believes that the consolidated financial statements included in this Form 10-Q fairly present, in all material respects, the Company’s consolidated financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S. GAAP.

REMEDIATION PLAN AND STATUS

The material weakness cannot be considered remediated until applicable controls have been designed, implemented, have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Although we have not remediated these control deficiencies as of March 31, 2025, management, under the oversight of the Audit Committee, has made and continues to make progress towards remediation.

As part of our commitment to strengthening our internal control over financial reporting, management has taken certain measures including the following to remediate the material weakness:

• The Company engaged a third-party technical accounting consultant to assist with the identification, assessment and accounting and financial reporting impacts for certain consumer lending program agreements in the Consumer Solutions business; and

• Designed and is in process of implementing a control enhancement over the periodic review and validation of accounting policies and accounting treatment for certain consumer lending program agreements in the Consumer Solutions business to ensure both the initial and continuing compliance with relevant U.S. GAAP, including determining if engagement of a third-party technical accounting consultant is necessary.

We believe that the actions outlined above will remediate the material weakness once a sufficient period of time has passed for management to conclude, through testing, that these controls are operating effectively. We will continue to assess the effectiveness of our internal control over financial reporting and have taken steps to remediate the material weakness as expeditiously as possible.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Other than described above, there have not been any changes in the Company’s internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the second fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which we are a party or to which any of our properties are subject. There are no material proceedings known to us to be contemplated by any governmental authority. We are involved in a variety of litigation matters in the ordinary course of our business and anticipate that we will become involved in new litigation matters in the future.

Item 1A. 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/A for the fiscal year ended September 30, 2024. There were no material changes to those risk factors during the six months ended March 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) None.

The Company's Board of Directors authorized a 7,000,000 share repurchase program that was publicly announced on August 25, 2023 and is scheduled to expire September 30, 2028. The table below sets forth information regarding repurchases of our common stock during the fiscal 2025 second quarter.


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (1)(2)		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Maximum Number Of Shares that may yet be Purchased Under the Plans or Programs
January 1 to 31	305,900	$	76.80	305,900	5,992,240
February 1 to 28	269,904	79.59		269,904	5,722,336
March 1 to 31	—	—		—	5,722,336
Total	575,804			575,804

(1) All shares not purchased as part of the Company's publicly announced repurchase program were acquired in satisfaction of the tax withholding obligations of holders of restricted stock unit awards, which vested during the quarter.

(2) The average price paid per share is calculated on a trade date basis for all open market transactions and excludes commissions and other transaction expenses.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Adoption or Termination of Trading Arrangements by Directors and Executive Officers

During the fiscal quarter ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the 1934 Act) informed us of the adoption or termination of any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K.

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Item 6. Exhibits.


Exhibit Number			Description
31.1			Section 302 certification of Chief Executive Officer.

31.2			Section 302 certification of Chief Financial Officer.

32.1			Section 906 certification of Chief Executive Officer.

32.2			Section 906 certification of Chief Financial Officer.

101			The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) Cover Page, (ii) Condensed Consolidated Statements of Financial Condition, (iii) Condensed Consolidated Statements of Operations, (iv) Condensed Consolidated Statements of Comprehensive Income, (v) Condensed Consolidated Statements of Changes in Stockholders' Equity, (vi) Condensed Consolidated Statements of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements, tagged in summary and in detail.

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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PATHWARD FINANCIAL, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	PATHWARD FINANCIAL, INC.

Date: September 10, 2025	By:	/s/ Brett L. Pharr
		Brett L. Pharr,
		Chief Executive Officer and Director

Date: September 10, 2025	By:	/s/ Gregory A. Sigrist
		Gregory A. Sigrist,
		Executive Vice President and Chief Financial Officer

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Part I - Financial Information Item 1. Financial Statements Note 1. Basis Of Presentation Note 2. Summary Of Significant Accounting Policies and Recently Adopted Accounting Standards Updates ("asu")Note 3. Divestitures Note 4. Securities Note 5. Loans and Leases, Net Note 6. Earnings Per Common Share ("eps")Note 7. Rental Equipment, Net Note 8. Goodwill and Intangible Assets Note 9. Operating Lease Right-of-use Assets and Liabilities Note 10. Stockholders' Equity Note 11. Stock Compensation Note 12. Income Taxes Note 13. Revenue From Contracts with Customers Note 14. Segment Reporting Note 15. Fair Values Of Financial Instruments Note 16. Subsequent Events Note 17. Restatement Of Previously Issued Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

31.1 Section 302 certification of Chief Executive Officer. 31.2 Section 302 certification of Chief Financial Officer. 32.1 Section 906 certification of Chief Executive Officer. 32.2 Section 906 certification of Chief Financial Officer.

CASH 10-Q Quarter ended March 31, 2025

Exhibits