DEF 14A of Pathward Financial, Inc., Jan 14, 2026

DEF 14A of Pathward Financial, Inc.

Filed Jan 14, 2026 · FY20250000907471-26-000004

Open on EDGAR

  1. Proposal 1—Election of Directors

    Proposal 1—Election of Directors Our Board currently consists of nine members. Approximately one-third of the directors are elected annually to serve for three-year terms or until their successors are elected and qualified. Our three nominees — Douglas J. Hajek, Christopher Perretta and Kendall E. Stork — currently serve as Pathward Financial directors. Hajek, Perretta and Stork are being nominated for terms of three years ending 2029. After the Annual Meeting, our Board will continue to consist of nine members. The Governance, Nominating and Sustainability Committee ("Nominating Committee") screens and recommends candidates to serve on our Board. Except as may be required by NASDAQ or SEC rules, there are no specific minimum qualifications for candidates for the Board. Director nominees are selected based on: •Business and professional accomplishments •Integrity •Demonstrated ability to make independent analytical inquiries •Ability to understand Pathward Financial’s business •Relevant expertise and experience •Commitment to stockholders •Financial acumen •Personal character •Community involvement •Willingness to devote the necessary time to Board duties In making its determinations, the Board considers any relevant laws and regulations, as well as other factors deemed important (such as the present composition of the Board). The Nominating Committee will also take into account whether a candidate satisfies the criteria for “independence” under the NASDAQ Listing Rules and, if a nominee is sought for service on the Audit Committee, the candidate’s financial and accounting experience, including whether the candidate qualifies as an audit committee financial expert. In addition, the Nominating Committee considers variety of demographics, opinions, perspectives, and personal and professional experiences and backgrounds when evaluating potential directors. The Nominating Committee considers recommendations from a wide variety of business contacts, including current directors, executive officers, community leaders and stockholders as a source for potential Board candidates. The Nominating Committee also may use the services of third-party search firms to assist it in identifying and evaluating possible director nominees. The Board reviews and has final approval of all potential director nominees for election to the Board.

  2. Proposal 1—Election of Directors

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  3. Proposal 1—Election of Directors

    | The Nominating Committee will consider candidates recommended by stockholders in accordance with our Stockholder Recommendation of Director Nominees Policy. | | | To recommend a nominee for the 2027 Annual Meeting of Stockholders, a stockholder must provide the information described in our Stockholder Recommendation of Director Nominees Policy, no later than September 16, 2026, to: | | | | | | This policy is available on our website: https://pathwardfinancial.com/governance/governance-documents/ | | | The Governance, Nominating and Sustainability Committee c/o Pathward Financial, Inc. 5501 South Broadband Lane Sioux Falls, SD 57108 |

  4. Proposal 1—Election of Directors

    The information required includes the following: •the stockholder’s name and, if different, the name of the holder of record of the shares; •the stockholder’s address and telephone number; •the full name of the proposed nominee; •the address and phone number of the proposed nominee; •the number of Pathward Financial shares that are owned beneficially and of record by the stockholder and the proposed nominee; •a description of the proposed nominee’s qualifications as a director; •complete biographical information for the proposed nominee, including business experience for at least the previous five years; •a statement from the stockholder describing any business or other relationship with the nominee; •a statement from the stockholder describing why the stockholder believes the nominee would be a valuable addition to Pathward Financial’s Board; and •the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. If any information is missing or not received on a timely basis, the proposed nominee may not be considered. The Corporate Secretary may request additional information from the nominating stockholder and proposed director candidate as the Nominating Committee deems reasonably necessary to complete its evaluation. Any such recommended candidates will be evaluated on the same basis as candidates the Nominating Committee identifies through other channels.

  5. Proposal 1—Election of Directors

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  6. Proposal 1—Election of Directors

    As shown below, our directors and director nominees have a mix of skills and experience that we believe are relevant to Pathward Financial’s long-term strategy and success.

  7. Proposal 1—Election of Directors

    | | Criteria | Hajek | Hoople | McCray | Mehta | Perretta | Pharr | Shulman | Stork | Zlatkus | | | COMMERCIAL FINANCE Expertise in commercial finance (such as collateral-based lending, asset-based lending and factoring, equipment leasing, government guaranteed lending, joint ventures and alternative energy) and knowledge of key customers and associated risks. | | | | | | | | | | | | PAYMENTS Expertise in payments (including prepaid sponsorship, prepaid issuance, ATM acquiring sponsorship and merchant acquiring sponsorship) and knowledge of key customers and associated risks. | | | | | | | | | | | | CONSUMER LENDING Expertise in consumer credit products and knowledge of key customers and associated risks. | | | | | | | | | | | | TAX SERVICES Expertise in short-term taxpayer electronic return originator advance loans and knowledge of key partners and associated risks. | | | | | | | | | | | | SENIOR LEADERSHIP AS AN SVP, EVP, PRESIDENT AND/ OR CEO Outstanding track record as a business leader, preferably as an SVP, EVP, CEO or President. An independent thinker with appropriate stature. Experienced at dealing with multiple stakeholders. | | | | | | | | | | | | BUSINESS DEVELOPMENT/MERGERS AND ACQUISITIONS Experience with repositioning businesses for sustained growth and long-term value creation. Track record of driving growth for complex, high performance businesses. | | | | | | | | | | | | CYBERSECURITY AND INFORMATION TECHNOLOGY Solid understanding of information technology systems and developments, either through academia or industry experience and cybersecurity technologies and approaches, either through academia or industry experience. | | | | | | | | | | | | MARKETING Experience with business-to-business brand marketing. | | | | | | | | | | | | LEGAL AND REGULATORY Experience working on complex legal issues applicable to the business, including as an attorney, and knowledge of regulatory issues, OCC, FDIC, government relations and public policy. | | | | | | | | | | | | STRATEGY Experience with strategic planning or strategy development. | | | | | | | | | |

  8. Proposal 1—Election of Directors

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  9. Proposal 1—Election of Directors

    If before the election it is determined that any director nominee is unable to serve, your proxy authorizes a vote for a replacement nominee if our Board names one. At this time, we are not aware of any reason why a nominee might not remain on the ballot until the election. There are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was selected.

  10. Proposal 1—Election of Directors

    | | The Board unanimously recommends that you vote FOR each of the director nominees. |

  11. Nominees Seeking Election for a Term to Expire in 2029

    Nominees Seeking Election for a Term to Expire in 2029

  12. Nominees Seeking Election for a Term to Expire in 2029

    | DOUGLAS J. HAJEK | | CURRENT TERM TO EXPIRE IN 2026 NEW TERM TO EXPIRE IN 2029 | | Age 76 Director since 2013 INDEPENDENT | Committees •Risk (Chair) •Nominating Committee | Other Boards •Vice Chair, South Dakota Building Authority •Vice Chair, Educational Enhancement Finance Corporation •Pathward, N.A. (since 2013) | | | Career Highlights Davenport, Evans, Hurwitz & Smith, LLP, a law firm •Partner and Of Counsel concentrating in corporate and financial services matters (2000 until his retirement on December 31, 2024). U.S. Bank and two independent banks •Held management positions in commercial banking South Dakota Legislature •Conducted government relations work, involving the drafting and enactment of key South Dakota banking and trust legislation | Other Prior Directorships •Chair, Pathward Financial and Pathward, N.A. (2021 to 2024), Vice Chair, Pathward Financial and Pathward, N.A. (2019 to 2021 and 2024 to 2025) Skills and Experience The Board believes that the experience, qualifications, attributes, and skills that Hajek developed through his banking, lobbying, and legal work, as well as his service on our Board and past service on various Board committees, enable him to provide the Board with extensive expertise regarding the regulation, operations, and management of Pathward Financial. |

  13. Nominees Seeking Election for a Term to Expire in 2029

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  14. Nominees Seeking Election for a Term to Expire in 2029

    | CHRISTOPHER (“CHRIS”) PERRETTA | | CURRENT TERM TO EXPIRE IN 2026 NEW TERM TO EXPIRE IN 2029 | | Age 68 Director since 2023 INDEPENDENT | Committees •Nominating (Chair) •Risk | Other Boards •Advanced Cyber Security Center (since 2012) •Netscout Systems, Inc., a public company, member of the Audit and Compensation Committees (since 2014) •Pathward, N.A. (since 2023) | | | Career Highlights MUFG Americas and MUFG Union Bank •Chief Information and Operations Officer (2017 until his retirement in 2019) State Street Corporation •Global Chief Information Officer (“CIO”) and member of the management committee General Electric Capital Corporation Held various executive positions, including: •CIO, North American Consumer Financial Services unit •Chief Technology Officer, General Electric Capital •CIO, General Electric Commercial Finance | Other Prior Directorships •Deutsche Bank Trust NA Skills and Experience The Board believes that Perretta’s extensive experience in the information technology and cybersecurity areas, as well as public company board experience, enable him to provide the Board key expertise in these areas. He also has extensive expertise in risk and finance, operations (profit and loss), regulation, and governance, which enable him to provide the Board extensive technology, operations, financial and management expertise. |

  15. Nominees Seeking Election for a Term to Expire in 2029

    | KENDALL E. STORK | | CURRENT TERM TO EXPIRE IN 2026 NEW TERM TO EXPIRE IN 2029 | | Age 72 Director since 2016 INDEPENDENT | Committees •Audit (Chair) •Risk | Other Boards •Pathward, N.A. (since 2016) | | | Career Highlights Citibank •Sioux Falls Site President, for 17 years (1999 until his retirement in 2016) •President and CEO, Citibank, South Dakota | Other Prior Directorships •Citibank, South Dakota, serving for 12 years as a Board Member, seven of those as Chair Skills and Experience The Board believes that the experience, qualifications, attributes, and skills that Stork developed through his position at Citibank, as well as his strong financial services background and his service on our Board and various Board committees, enable him to provide the Board extensive financial and management expertise. |

  16. Nominees Seeking Election for a Term to Expire in 2029

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  17. Directors Continuing in Office

    Directors Continuing in Office

  18. Directors Continuing in Office

    | NEERAJ K. MEHTA | | TERM TO EXPIRE IN 2027 | | Age 55 Director since 2024 INDEPENDENT | Committees •Audit •Nominating | Other Boards •Pathward, N.A. (since 2024) | | | Career Highlights DigniFi, a fintech company providing access to financing for cars, trucks, motorcycles and powersports vehicles •Chief Executive Officer (November 2021 to present) Synchrony, a consumer financial services company Held various executive positions from January 2015 through March 2021, including: •Executive Vice President and Chief Executive Officer, Payment Solutions and Chief Commercial Officer, and Executive Vice President, Business Strategy and Development GE Capital Held various executive positions from July 1996 through January 2015, including: •President and Chief Executive Officer of two GE Capital businesses: Commercial Distribution Finance and Bank Loan Group | Skills and Experience The Board believes that Mehta's experience in the financial services area, as well as his board experience with fintech and startup companies, enable him to provide the Board extensive financial, management and operations expertise. |

  19. Directors Continuing in Office

    | BECKY S. SHULMAN | | TERM TO EXPIRE IN 2027 | | Age 61 Director since 2016 INDEPENDENT CHAIR | Committees •None | Other Boards •Pathward, N.A. (since 2016; Chair since February 2024) | | | Career Highlights Card Compliant, LLC, a compliance technology company serving the payments industry, headquartered in Leawood,Kansas •President (current) •Has held various other executive positions since 2012, including Chief Financial Officer and Chief Operating Officer. H&R Block, Inc. •Chief Financial Officer •Treasurer U.S. Central Credit Union •Chief Investment Officer | Other Prior Directorships •Vice Chair, Pathward Financial and Pathward, N.A. (2021 to 2024) •H&R Block Bank (2009 until its sale in 2015) Skills and Experience The Board believes that the experience, qualifications, attributes, and skills that Shulman developed through her positions at Card Compliant and H&R Block, as well as her service on our Board and various Board committees, enable her to provide the Board extensive financial and management expertise. |

  20. Directors Continuing in Office

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  21. Directors Continuing in Office

    | LIZABETH H. ZLATKUS | | TERM TO EXPIRE IN 2027 | | Age 67 Director since 2021 INDEPENDENT | Committees •Audit •Compensation | Other Boards •Axis Capital Holdings, Limited, a public company, member of the Audit, Finance and Executive Committees (since 2019) •Brighthouse Financial, Inc, a public company, member of the Audit and Finance and Risk Committees (since April 2024) •Pathward, N.A. (since 2021) | | | Career Highlights The Hartford Financial Services Group Held various executive positions (1983 until her retirement in 2011), including: •Chief Financial Officer •Chief Risk Officer •President of two significant divisions •Co-President, The Hartford Life Insurance Companies | Other Prior Directorships Served on four other public company boards, including: •Boston Private Financial Holdings, Inc. (2015 to 2021) •Indivior PLC (2016 to 2019) Skills and Experience The Board believes that Zlatkus’ extensive experience in the financial services arena, where she has deep expertise in risk and finance, operations (profit and loss), regulation and governance, as well as public company board experience, enable her to provide the Board extensive risk, operations, governance, financial and management expertise. |

  22. Directors Continuing in Office

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  23. Directors Continuing in Office

    | ELIZABETH G. HOOPLE | | TERM TO EXPIRE IN 2028 | | Age 67 Director since 2014 INDEPENDENT VICE CHAIR | Committees •Compensation | Other Boards •Pathward, N.A. (since 2014; Vice Chair since February 2025) | | | Career Highlights Bank On Marketing, a consulting firm, working with Banks, Fintechs and startup firms with a focus on go to market strategy, customer experience design ad product marketing in the payments sphere •Founder and Financial Services Consultant (March 2013 to present) Wells Fargo •Head of Marketing, Consumer Credit and Payments divisions (1998 to 2013) •Holds several patents for developing “My Spending Report,” an online personal financial and budgeting tool created for wellsfargo.com Providian Financial •Held senior management positions in the Real Estate and Credit divisions Citigroup •Held senior management positions in the Consumer Banking Group, where she introduced the world’s first major Photocard product | Skills and Experience The Board believes that the experience, qualifications, attributes, and skills that Hoople developed through her years of involvement in various capacities in the financial services industry, including developing innovative products and services that enhance the customer experience and resulted in the launch of many industry leading and high engagement products as well as her service on our Board and various Board committees, enable her to provide the Board extensive expertise regarding Pathward Financial’s operations and management. |

  24. Directors Continuing in Office

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  25. Directors Continuing in Office

    | RONALD D. MCCRAY | | TERM TO EXPIRE IN 2028 | | Age 68 Director since 2021 INDEPENDENT | Committees •Compensation (Chair) •Audit | Other Boards •Power School Group, LLC., a public company, member of the Compensation Committee (since 2021) •Emeritus Trustee, Presidential Advisor and Former Vice Chair of the Board of Trustees, Cornell University •Pathward, N.A. (since 2021) •Dallas News Corporation, a public company until September 2025 (2010 to 2025) | | | Career Highlights RLJ Equity Partners, a private equity firm •Advisor (2015 to present) Career Education Corp. (now Perdoceo Education Corporation) •Chairman, Interim President and Chief Executive Officer (2015 to 2016) NIKE, Inc. •Chief Administrative Officer (2007 to 2009) Kimberly Clark Corporation Served in various roles as a lawyer (1987 to 2007), including: •SVP, Law and Government Affairs •Chief Compliance Officer | Skills and Experience The Board believes that McCray has significant experience and knowledge in the leadership of large organizations, accounting, finance, corporate governance, risk management, operations and marketing, as well as public company board experience. These skills, together with his legal training and experience, serve to strengthen the Board’s collective qualifications, skills and experience. |

  26. Directors Continuing in Office

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  27. Directors Continuing in Office

    | BRETT L. PHARR | | TERM TO EXPIRE IN 2028 | | Age 64 Director since 2021 | Committees •None | Other Boards •Pathward, N.A. (since 2021) | | | Career Highlights Pathward Financial and Pathward N.A. •Chief Executive Officer (October 2021 to present) •Co-President and Chief Operating Officer (June 2020 to October 2021) •Executive Vice President, Group Head of Governance, Risk and Compliance (February 2019 to June 2020) Citizens Bank •Senior Risk Director, Consumer Division, where he built a best practice enterprise risk organization and culture that enhanced competitive advantage, solidified brand identity, and increased shareholder confidence Bank of America •Held roles in the Commercial and Consumer lines of business, Business Transformation, Mergers and Acquisitions and Risk, for 32 years | Skills and Experience The Board believes that Pharr’s experience in business leadership and transformation, along with risk and compliance at Pathward and other banking institutions, enable him to provide the Board with experience and skills that strengthen the overall effectiveness of the Board. Pharr is a member of Pathward’s Executive Committee. |

  28. Directors Continuing in Office

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  29. Compensation of Directors

    Compensation of Directors In order to attract and retain qualified directors, our practice is to set non-employee director compensation within a competitive range of pay at comparable companies. Generally, every two years, the independent compensation consultant presents a market pay benchmarking analysis relative to the same peer group used to assess executive officer compensation levels. The most recent competitive pay study was completed in September 2023. Fiscal year 2025 non-employee director compensation is based on a 2023 competitive pay study and remains unchanged from fiscal year 2024 non-employee director compensation. Pursuant to the stock ownership guidelines, directors will be required to retain at least 50% of the net shares from any stock awards until in compliance with their minimum stock ownership requirement. The following tables set forth compensation information for the fiscal year ended September 30, 2025, for Pathward Financial’s non-employee directors. Our CEO does not receive any additional compensation for serving as a director. Non-Employee Director Annual Compensation for the Fiscal Year Ended September 30, 2025 For Combined Service on Pathward Financial's and Pathward, N.A.'s Boards

  30. Compensation of Directors

    | | Pathward Financial | Pathward, N.A. | | Member retainer (cash) | $32,500 | $27,500 | | Stock awards(1) (shares) | 1,950 | N/A | | Additional retainers (cash): | | | | Chair | $56,250 | $18,750 | | Vice Chair | $15,000 | $5,000 |

  31. Compensation of Directors

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  32. Compensation of Directors

    (1)Directors are entitled to an annual stock award consisting of shares of Pathward Financial Common Stock valued at $150,000 on the grant date (rounded up to the nearest 50 shares) which resulted in a grant of 1,950 shares. These shares, which were awarded on February 25, 2025, were fully vested upon grant. Non-Employee Director Annual Compensation for the Fiscal Year Ended September 30, 2025 For Combined Service on Pathward Financial’s and Pathward, N.A.’s Board Committees

  33. Compensation of Directors

    | Committee | Member Retainer ($) | Chair Retainer ($) | | Audit Committee | 15,000 | 25,000 | | Compensation Committee | 10,000 | 15,000 | | Nominating Committee | 10,000 | 15,000 | | Risk Committee | 10,000 | 15,000 | | Ad Hoc Bank Board Committee | 15,000 | 25,000 |

  34. Compensation of Directors

    Board members were also reimbursed for reasonable out-of-pocket expenses incurred in attending Board meetings and committee meetings, as well as continuing director education programs. The annual retainers for Board and committee service are reviewed after each annual meeting of stockholders and were not changed after the last annual meeting of stockholders.

  35. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025*

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2025* The following table presents the amounts paid to each of Pathward Financial’s non-employee directors:

  36. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025*

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Douglas J. Hajek | 110,000 | 150,969 | 260,969 | | Elizabeth G. Hoople | 105,000 | 150,969 | 255,969 | | Ronald D. McCray | 90,000 | 150,969 | 240,969 | | Neeraj K. Mehta | 85,000 | 150,969 | 235,969 | | Christopher Perretta | 100,000 | 150,969 | 250,969 | | Becky S. Shulman | 150,000 | 150,969 | 300,969 | | Kendall E. Stork | 95,000 | 150,969 | 245,969 | | Lizabeth H. Zlatkus | 85,000 | 150,969 | 235,969 |

  37. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025*

    * Columns for “Option Awards,” "Non-Equity Incentive Plan Compensation,” “Change in Pension Value and Non-Qualified Deferred Compensation Earnings,” and "All Other Compensation," have been omitted because they are not applicable. (1)Amounts reflect the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, excluding the effect of estimated forfeitures. The assumptions used for calculating these amounts are disclosed in Note 13 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

  38. DIRECTOR COMPENSATION FOR FISCAL YEAR 2025*

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  39. COMPENSATION ELEMENTS

    | | | Pay Element | How Delivered | Objective | Key Features | | ◀ FIXED ▶ | Short-Term | Base salary | •Cash | •Reward individual executive officers based on their qualifications, experience, and the value of the position to the organization | •Targets near market 50th percentile, with actual salaries above or below that level to reflect each individual’s performance, business impact, internal equity, and other factors | | ◀ AT RISK / VARIABLE ▶ | | Annual incentive awards | •Cash | •Reward executive officers for Pathward Financial’s annual performance compared to predefined corporate financial goals •Reward executive officers for achieving strategic and individual goals | •Financial results account for 70% of total target award, weighted between net income (45%) and return on assets (25%), with the remaining 30% based on a strategic/individual assessment of individual performance | | | Long-Term | Long-term incentive awards | •Performance shares •Restricted stock units | •Reward executive officers for Pathward Financial’s long-term performance compared to predefined corporate financial goals, while recognizing ongoing economic and industry uncertainty •Align executive officers’ interests with multi-year stockholders’ interests •Facilitate retention | •For fiscal year 2025, performance shares were based on cumulative three-year EPS and relative TSR results against target metrics. Earned shares cliff vest upon completion of the three-year assessment period •Time-vesting restricted stock units with annual vesting over three years |

  40. PAY AND GOVERNANCE POLICIES AND PRACTICES

    | •Executive pay is linked to company performance through annual cash and long-term equity incentive awards. | •Executive officers must meet and maintain market-competitive minimum stock ownership requirements. | | •Target compensation includes a mix of annual and long-term incentives, cash and equity components, and fixed and variable pay. | | | | •NEOs do not have employment agreements and certain of our equity award grant agreements include double-trigger change-in-control provisions. | | •Incentive financial target goals are set at the start of the performance period at levels intended to be challenging but achievable and to tie accountability to our budget/long-term strategic plan. Executive pay and company performance are reviewed and compared to a relevant peer group of companies and other comparable companies that are regularly reviewed and updated as necessary. | |

  41. PAY AND GOVERNANCE POLICIES AND PRACTICES

    | What We Do | | | | Link over 50% of NEO target pay to company performance through annual cash and at-risk long-term equity incentive awards | | | Balance annual cash and long-term equity incentives and fixed and variable pay | | | Compare executive compensation and company performance to relevant peer group companies | | | Require executive officers to meet minimum stock ownership requirements | | | Provide limited perquisites | | | Hire independent compensation consultants to advise the Compensation Committee and promote best governance practices | | | Consider both Pathward Financial and individual performance results to ensure differentiated effort and results are appropriately rewarded | | | Have robust clawback policies |

  42. Role of the Compensation Consultant

    Role of the Compensation Consultant Since May 2019, the Compensation Committee has engaged Pay Governance LLC (“Pay Governance”) on an annual basis as its independent compensation consultant to assist with executive and non-employee director compensation. Pay Governance helped the Compensation Committee prepare for fiscal year 2025 executive compensation decisions by: •reviewing the pay peer group; •assessing executive officer and non-employee director pay against the peer group and other comparable companies; •analyzing the annual cash and long-term equity incentive award plans; and •summarizing current market trends. The Compensation Committee assessed Pay Governance’s independence in fiscal year 2025 and considers them to be independent with no conflicts of interest.

  43. Competitive Assessment

    Competitive Assessment Pathward Financial generally targets total pay opportunities within a competitive range near the 50th percentile for comparable companies for experienced executive officers who consistently meet performance expectations. Ultimate compensation positioning varies based on performance, experience, future potential, internal equity and other considerations, including specific individual factors. For example: •target pay opportunities for newly promoted executive officers and those with less experience typically are below the market 50th percentile; •target pay opportunities for executives with significant experience, specialized skills and other unique characteristics typically are higher than the market 50th percentile; and •actual incentive award payouts will vary from the target pay opportunities based on company and individual performance. Recent annual incentive payouts reflect the outcome of our pay-for-performance philosophy, with payouts, as a percentage of target, varying commensurate with performance results relative to goals set at the start of the year. The last five years have yielded annual incentive payouts ranging from 90%-185% of target. For assistance with setting fiscal year 2025 target pay levels, the Compensation Committee reviewed the target pay levels for a pay peer group developed with the input of Pay Governance and broader fintech industry data at comparable companies provided by Aon. Selection of the comparator companies considered various factors, including: •Industry •Business mix •Location •Size (assets and market capitalization). Following the sale of our community bank division to Central Bank in 2020, Pathward no longer has any traditional branch-based operations. This completed our shift from a traditional regional bank to a more diverse and complex national bank with a focus on financial technology that has different talent requirements. Given that the changes to Pathward Financial’s business model have occurred recently, there may be some differences to the comparator groups used by some institutional investors and proxy advisory firms. However, Pathward Financial believes the relevant market for talent to execute Pathward Financial’s business strategy is a peer group of direct competitors and other comparable companies that have similar commercial finance and payment businesses. For our fiscal year 2025 peer group, we removed two companies from our prior year peer group that are no longer publicly traded on major stock exchanges (CURO Group Holdings and MoneyGram International) ) and added two new companies (Cass Information Systems and Merchants Bancorp). Our peer group is one of several reference points used to help develop the fiscal year 2025 executive compensation program.

  44. Fiscal Year 2025 Peer Group

    Fiscal Year 2025 Peer Group

  45. Fiscal Year 2025 Peer Group

    | •ACI Worldwide, Inc. (ACIW) | •Enova International, Inc. (ENVA) | •Merchants Bancorp (MBIEV) | | •Atlanticus Holdings Corporation (ATLC) | •Equity Bancshares, Inc. (EQBK) | •The Bancorp, Inc. (TBBK) | | •Axos Financial, Inc. (AX) | •Green Dot Corporation (GDOT) | •Triumph Financial, Inc. (TFIN) | | •Cass Information Systems, Inc. (CASS) | •LendingClub Corporation (LC) | •World Acceptance Corporation (WRLD) | | •Customers Bancorp, Inc. (CUBI) | •Live Oak Bancshares, Inc. (LOB) | •WSFS Financial Corporation (WSFS) |

  46. Executive Compensation for Fiscal Year 2025

    | BASE SALARY | ANNUAL CASH INVENTIVE AWARDS | LONG-TERM EQUITY INCENTIVE AWARDS | RETIREMENT AND OTHER BENEFITS | LIMITED PERQUISITES AND OTHER PERSONAL BENEFITS |

  47. Annual Incentive Awards

    Annual Incentive Awards The objective of the annual cash incentive program is to align payouts with our annual financial performance results, strategic execution and individual performance. For each of the NEOs, the Compensation Committee sets a threshold, target, and maximum aggregate amount of annual incentive compensation as a percentage of base salary based on market competitiveness, internal equity, level of responsibility and other factors. All of the NEOs’ annual awards are contingent on meeting corporate financial goals (weighted 70%) and strategic/individual goals (weighted 30%). The threshold, target, and maximum award opportunities for the NEOs are shown below:

  48. Potential Annual Incentive Awards as a Percentage of Base Salary

    Potential Annual Incentive Awards as a Percentage of Base Salary

  49. Potential Annual Incentive Awards as a Percentage of Base Salary

    | Named Executive Officer | Threshold | Target | Maximum | | Brett L. Pharr | 50.00% | 100.00% | 185.00% | | Gregory A. Sigrist | 42.50% | 85.00% | 157.25% | | Anthony M. Sharett | 45.00% | 90.00% | 166.50% | | Charles C. Ingram | 35.00% | 70.00% | 129.50% | | Nadia A. Dombrowski | 35.00% | 70.00% | 129.50% |

  50. ANNUAL INCENTIVE PERFORMANCE METRICS

    ANNUAL INCENTIVE PERFORMANCE METRICS For fiscal year 2025, annual incentive awards were determined based on the same metrics as the prior year, described below.

  51. ANNUAL INCENTIVE PERFORMANCE METRICS

    | Performance Metric | Weighting | Why Metric Was Chosen | | | Net Income | | | This is a foundational measure of our overall profitability. | | Return On Assets | | | This efficiency measure is used to ensure that our investments achieve desired returns, reflecting our net income divided by average total assets. | | Strategic/Individual | | | This component allows the Compensation Committee to qualitatively evaluate the management team on a number of strategic/individual measures on a discretionary basis, without allocating any specific percentages to these factors. |

  52. ANNUAL INCENTIVE PERFORMANCE METRICS

    Any annual incentive earned is paid entirely in cash for all NEOs. Special circumstances may arise that merit discretionary adjustments that vary from the plan design of awards, such as if the performance of a single department disproportionately impacts the results for executive officers in other departments. The Compensation Committee will document the specific rationale for any such adjustments and share that information with the affected executive officer(s). There were no discretionary adjustments that varied from the plan design for fiscal year 2025.

  53. ANNUAL INCENTIVE PERFORMANCE METRICS

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  54. PERFORMANCE GOALS AND ACTUAL PERFORMANCE

    PERFORMANCE GOALS AND ACTUAL PERFORMANCE The Compensation Committee established threshold, target, and maximum goals for Pathward Financial’s financial performance metrics, which provide 70% of the target incentive award opportunity. Target goals for these metrics were based on our long-term strategic plan. After comparing these performance goals to Pathward Financial’s actual fiscal year 2025 results for Net Income and Return on Assets (shown below), the Compensation Committee determined that performance was achieved at 129% of target for the weighted achievement of the financial measures as shown below.

  55. COMPANY PERFORMANCE MULTIPLIER CALCULATION

    | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Weighting | Payout Level* | | Net Income (dollars in thousands) | | | | | 132% | | Return on Assets | | | | | 123% | | | Weighted Payout for Company Financial Performance | | | | 129% |

  56. COMPANY PERFORMANCE MULTIPLIER CALCULATION

    * When performance falls between two goal levels, the payout is calculated by linear interpolation. The strategic/individual component provides the remaining 30% of the annual incentive awards and reflects a qualitative assessment of other financial, operational, and individual performance factors, including sustainability. The strategic/individual payout levels reflect consideration by the Compensation Committee and the CEO (except with respect to his own award) of various factors such as their contribution to company, business unit and functional results. In developing the payouts, the Compensation Committee considered the individual performance assessments which covered key categories, as relevant for the officer, such as: •Mission and Vision •Enterprise Performance •Business/Functional Unit •Leadership and Influence Final assessments also considered challenges and opportunities arising during the year and the individual’s contributions to solutions, actions and other steps to best support Pathward Financial’s strategy, needs and objectives. To determine the CEO’s annual incentive award, the Board discussed the CEO’s performance during a meeting without the CEO in attendance.

  57. COMPANY PERFORMANCE MULTIPLIER CALCULATION

    | Named Executive Officer | Strategic/Individual Payout Multiplier (30% of Award Total) | Company Payout Multiplier (70% of Award Total) | Total Payout Multiplier | | Brett L. Pharr | 115% | 129% | 125% of target | | Gregory A. Sigrist | 120% | | 126% of target | | Anthony M. Sharett | 120% | | 126% of target | | Charles C. Ingram | 135% | | 131% of target | | Nadia A. Dombrowski | 100% | | 120% of target |

  58. ANNUAL INCENTIVE AWARD PAYOUTS

    ANNUAL INCENTIVE AWARD PAYOUTS The total incentive awards paid to the NEOs for fiscal year 2025 are shown below.

  59. ANNUAL INCENTIVE AWARD PAYOUTS

    | Named Executive Officer | Base Salary* ($) | Target Incentive Level (Percentage of Base Salary) | Payout Multiplier | Actual Total Incentive* ($) | | Brett L. Pharr | 760 | 100% | 125% | 948 | | Gregory A. Sigrist | 540 | 85% | 126% | 580 | | Anthony M. Sharett | 560 | 90% | 126% | 636 | | Charles C. Ingram | 500 | 70% | 131% | 458 | | Nadia A. Dombrowski | 540 | 70% | 120% | 455 |

  60. ANNUAL INCENTIVE AWARD PAYOUTS

    * Dollar values are in thousands and rounded.

  61. Long-Term Incentive Awards

    Long-Term Incentive Awards For fiscal year 2025, all of the NEOs received the same types of long-term incentive ("LTI") awards, with the award opportunity designed as shown below.

  62. Long-Term Incentive Awards

    | Type of Equity | Portion of Target LTI Opportunity | Potential Award Amount | Vesting Terms | Performance Metrics | | Restricted Stock Units | 50% | 100% | Vest annually over three years in equal installments | N/A | | Performance Shares | 50% | 0 to 200% of target | Cliff vest (to the extent earned) after completion of the three-year performance period | Equally weighted cumulative, three-year EPS and relative TSR goals |

  63. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS Before fiscal year 2025, our long-term incentive compensation awards included performance-contingent restricted stock awards with annual vesting over three years subject to achievement of minimum annual capital goals each year. Effective for the fiscal year 2025 equity grants, we changed this portion of the long-term incentive awards to more standard time-vesting restricted stock units ("RSUs") vesting annually over three years. We believe this design better aligns with typical market practice while continuing to encourage retention and aligning award recipients with longer-term stockholder interests. The performance-contingent restricted stock awards granted for fiscal years 2023 and 2024 include an annual measurement of Pathward's regulatory capital ratios, which must meet capital requirements under the Basel III capital rules for the measurement period of the four quarters ending June 30 preceding the respective vesting date in order for the annual tranche of each award to become vested. That annual capital goal requirement was achieved for fiscal year 2025.

  64. PERFORMANCE SHARES

    PERFORMANCE SHARES

  65. Fiscal Year 2025 PSU Awards

    Fiscal Year 2025 PSU Awards Performance shares (also referred to in this proxy statement as “PSUs”) have represented a key portion of our annual long-term incentive awards for the NEOs for the last several fiscal years. As part of our multi-year journey to implement a more traditional long-term incentive design structure with a focus on tying executive pay with company performance, and to drive shareholder value effectively, we updated the design of the fiscal year 2025 PSUs. Specifically, we added a relative total shareholder return ("TSR") metric, weighted equally with EPS. We also updated the EPS metric to use a cumulative three-year goal set at the time the award was granted, rather than using annually set EPS goals throughout the performance period, as applied under the fiscal year 2023 and 2024 PSUs. The 50% relative TSR portion of the fiscal year 2025 PSUs will be earned based on the Company's three-year relative TSR vs. the companies in the SPDR S&P Regional Banking ETF, per the schedule below.

  66. Fiscal Year 2025 PSU Awards

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  67. Fiscal Year 2025 PSU Awards

    | Performance Level | 3-Year Relative TSR Ranking | Payout (% of Target) | | Threshold | 35th Percentile | 50% | | Target | 60th Percentile | 100% | | Maximum | 85th Percentile | 200% |

  68. Fiscal Year 2025 PSU Awards

    Performance between these levels will be interpolated on a straight-line basis. If the Company's TSR is negative, the payout percentage is capped at target irrespective of the Relative TSR ranking. As shown above, the Company requires higher performance to earn payouts at all performance levels compared to prevalent market practices, which reinforces the Company's pay for performance philosophy. Our Compensation Committee has determined not to disclose target performance levels for the EPS metric in accordance with SEC rules. When setting such target levels, our Compensation Committee determined they are aggressive, yet achievable. We plan to disclose the performance targets and actuals at the conclusion of the performance period.

  69. Fiscal Year 2023 and 2024 PSU Awards

    Fiscal Year 2023 and 2024 PSU Awards Performance shares granted for fiscal years 2023 and 2024 become earned based on achievement of EPS performance goals over the applicable three-year performance period. EPS was identified as the best measure for assessing our success in delivering long-term profitable growth. Due to our ongoing business transformation, several key leadership changes, and continued economic and industry uncertainty, we set EPS goals at the start of each fiscal year, which reflects the challenges of setting reasonable multi-year goals. The number of shares earned are determined at the end of the three-year period based on the average of the three years’ payout factors resulting from EPS goal achievement. Both outstanding performance share awards included an EPS performance goal established for fiscal year 2025. The EPS target goal was based on our fiscal year 2025 long-term strategic plan. The EPS threshold goal was set at a level that the Compensation Committee determined would warrant an award of 50% of target and the maximum goal was set at a significant stretch level warranting a payout of 200% of target. The payout percentage will be interpolated for performance between levels (if above threshold). A similar process was followed for setting the goals since fiscal year 2021. After comparing the EPS performance goals to Pathward Financial’s actual fiscal year 2025 results (shown below), the Compensation Committee determined that performance was achieved at 143% of target.

  70. Fiscal Year 2025 EPS Performance Goals and Results (applicable to Fiscal Year 2023 and 2024 PSU Awards)

    Fiscal Year 2025 EPS Performance Goals and Results (applicable to Fiscal Year 2023 and 2024 PSU Awards)

  71. Fiscal Year 2025 EPS Performance Goals and Results (applicable to Fiscal Year 2023 and 2024 PSU Awards)

    | Metric | Threshold | Target | Maximum | Weighting | | Fiscal Year 2025 EPS | | | | |

  72. Fiscal Year 2025 EPS Performance Goals and Results (applicable to Fiscal Year 2023 and 2024 PSU Awards)

    The following sections show the final performance and payout results for the fiscal year 2023 performance share units ("PSUs") and the performance status for the fiscal year 2024 PSUs through the end of the last fiscal year.

  73. Fiscal Year 2023 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

    Fiscal Year 2023 Performance Share Units: Goals and Results (Through End of Last Fiscal Year) The fiscal year 2023 PSUs completed their three-year performance period at the end of fiscal year 2025, and based on EPS performance over that period, the award was earned at 133% of target. The following tables detail the performance results and the number of shares earned for the participating NEOs.

  74. Fiscal Year 2023 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

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  75. Fiscal Year 2023 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

    | Goals | Fiscal Year | Performance Goals | | | Actual Results | Percentage of Target Earned | | | | Threshold | Target | Maximum | | | | Earnings Per Share (100%) | 2023 | $4.37 | $5.46 | $6.55 | $5.24 | 90% | | | 2024 | $5.08 | $6.35 | $7.62 | $7.20 | 167% | | | 2025 | $5.80 | $7.25 | $8.70 | $7.87 | 143% | | 3-year Average Percentage of Target Earned | | | | | | 133% |

  76. Fiscal Year 2023 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

    The target number of fiscal year 2023 PSUs and actual number of shares earned based on the payout percentage shown above for each participating NEO are shown below.

  77. Fiscal Year 2023 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

    | Named Executive Officer(1) | Target Number of FY2023 PSUs | Actual Number of FY2023 PSUs Earned(2) | | Brett L. Pharr | 26,963 | 35,915 | | Anthony M. Sharett | 10,683 | 14,230 | | Charles C. Ingram | 3,544 | 4,721 | | Nadia A. Dombrowski | 3,544 | 4,721 |

  78. Fiscal Year 2023 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

    (1)Sigrist joined the Company in November 2023 and did not receive FY2023 PSUs. (2)Amounts shown are before the recovery of certain erroneously awarded compensation from prior awards. See "Recovery of Erroneously Awarded Compensation" below.

  79. Fiscal Year 2024 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

    Fiscal Year 2024 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

  80. Fiscal Year 2024 Performance Share Units: Goals and Results (Through End of Last Fiscal Year)

    | Goals | Fiscal Year | Performance Goals | | | Actual Results | Percentage of Target Earned | | | | Threshold | Target | Maximum | | | | Earnings Per Share (100%) | 2024 | $5.08 | $6.35 | $7.62 | $7.20 | 167% | | | 2025 | $5.80 | $7.25 | $8.70 | $7.87 | 143% | | | 2026 | TBD | TBD | TBD | TBD | TBD | | 3-year Average Percentage of Target Earned | | | | | | TBD |

  81. Fiscal Year 2026 Long-Term Incentive Awards

    Fiscal Year 2026 Long-Term Incentive Awards For the long-term incentive program for fiscal year 2026, the Compensation Committee has determined to further emphasize the focus on long-term performance by changing the weighting of PSUs v. RSUs. For fiscal year 2026, 60% of the target award has been granted as PSUs (up from 50%) and 40% of the target award has been granted as time-vesting RSUs (down from 50%). The PSUs continued to have performance goals based on three-year relative TSR and EPS performance.

  82. INCENTIVE GOAL-SETTING

    INCENTIVE GOAL-SETTING Under our annual incentive plan and PSU awards, we set a range of performance goals for the financial measures and corresponding award opportunities at the start of the performance period. Target goals are intended to be challenging but achievable and to tie accountability to our budget/long-term strategic plan and when earned at target, result in payouts that approximate market median levels. Endpoints of the goal ranges and incentive award opportunities are also set with threshold representing the starting point for earning incentive payouts and awards capped at a maximum.

  83. Clawback Policies

    Clawback Policies Pathward Financial has two “clawback” policies that apply to our officers. The first policy (which we refer to as our "Dodd-Frank Clawback Policy"), which became effective on October 2, 2023 and is intended to comply with the requirements of Exchange Act Rule 10D-1 and any implementing regulations adopted by NASDAQ, applies if Pathward Financial is required to prepare an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. This policy requires certain incentive compensation that was received after the policy’s effective date and erroneously awarded based on the restated financial results to be promptly repaid. The second policy applies if an officer engages in certain “detrimental conduct” (as defined in the policy) that does not result in an accounting restatement. In that case, Pathward Financial may seek recovery of any incentive-based compensation that was received by the executive during the period of misconduct, including time-vesting equity awards. In August 2025, Pathward Financial was required to file an accounting restatement, resulting in erroneously awarded compensation to certain covered officers under the Dodd-Frank Clawback Policy. See “Recovery of Erroneously Awarded Compensation” below for additional details.

  84. POST-EMPLOYMENT: CHANGE IN CONTROL AND SEVERANCE ARRANGEMENTS

    POST-EMPLOYMENT: CHANGE IN CONTROL AND SEVERANCE ARRANGEMENTS Under the terms of Pathward Financial’s equity-based compensation plans and severance policies that were effective as of September 30, 2025, including the Executive Severance Pay Policy, the NEOs are entitled to payments and benefits on the occurrence of specified events, including termination of employment and a change in control of Pathward Financial. The Compensation Committee analyzed the terms of similar arrangements for comparable executive officers at Pathward Financial’s peers in determining an appropriate level of compensation and benefits in the event of a change in control or separation of employment. Additionally, the Compensation Committee considered market practices and recommended pay practices by institutional investor advisory firms, including requiring double triggers for certain severance benefits and vesting of equity. An estimate of the compensation that would have been payable to each NEO had change-in-control terms been triggered as of the 2025 fiscal-year end under Pathward Financial’s Executive Severance Pay Policy is described in the section entitled “Potential Payments Upon Termination or Change in Control.”

  85. POST-EMPLOYMENT: CHANGE IN CONTROL AND SEVERANCE ARRANGEMENTS

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  86. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  87. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(1) | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Brett L. Pharr CEO | 2025 | 755,077 | — | 2,772,857 | 948,334 | 162,545 | 4,638,813 | | | 2024 | 728,000 | — | 2,548,025 | 928,717 | 129,764 | 4,334,506 | | | 2023 | 700,000 | — | 2,100,013 | 947,800 | 136,318 | 3,884,131 | | Gregory A. Sigrist EVP and CFO | 2025 | 533,846 | — | 900,698 | 579,629 | 45,143 | 2,059,316 | | | 2024 | 438,462 | 274,688 | 1,171,892 | 529,427 | 26,454 | 2,440,923 | | Anthony M. Sharett President | 2025 | 556,923 | — | 933,973 | 636,455 | 87,240 | 2,214,591 | | | 2024 | 540,000 | — | 864,018 | 619,995 | 83,838 | 2,107,851 | | | 2023 | 520,000 | — | 832,034 | 612,612 | 80,321 | 2,044,967 | | Charles C. Ingram EVP and Chief Information and Operations Officer | 2025 | 496,923 | — | 443,037 | 457,733 | 72,833 | 1,470,526 | | | 2024 | 480,000 | — | 336,054 | 418,559 | 62,333 | 1,296,946 | | | 2023 | 460,000 | — | 276,012 | 431,158 | 67,162 | 1,234,332 | | Nadia A. Dombrowski EVP and Chief Legal and Administrative Officer | 2025 | 536,923 | — | 393,988 | 454,662 | 70,276 | 1,455,849 | | | 2024 | 520,000 | — | 364,046 | 475,278 | 44,248 | 1,403,572 | | | 2023 | 480,000 | — | 276,012 | 473,900 | 18,673 | 1,248,585 |

  88. SUMMARY COMPENSATION TABLE

    (1)The positions listed were those held as of September 30, 2025. (2)The amounts listed include certain new hire and retention cash bonuses. See the Compensation Discussion and Analysis for the corresponding fiscal year for additional information. (3)The amounts included under the Stock Awards column reflect the grant date fair value of stock awards granted in the fiscal year indicated computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in the calculation of these amounts are disclosed in Note 13 to the Consolidated Financial Statements included in our fiscal year 2025 Annual Report on Form 10-K, except as otherwise provided below. For additional information about the awards granted in fiscal year 2025, see the Grants of Plan-Based Awards Table. •PSUs granted in a fiscal year, to the extent subject to a "performance condition" within the meaning of FASB ASC Topic 718, are included based on the assumption that target performance is probable as of the grant date. For the PSUs granted for fiscal year 2025, only the portion of the award to be earned based on EPS performance is considered subject to a performance condition. The portion of those PSUs to be earned based on relative TSR is subject to a "market condition" within the meaning of FASB ASC Topic 718 and are included based on the calculated grant date fair value as described in Note 13 of the Form 10-K noted above. For the portion of the fiscal year 2025 PSUs to be earned based on EPS, the grant date value assuming target performance and maximum (200%) performance are as follows: Pharr, $665,000 (target) and $1,330,000 (maximum); Sigrist, $216,000 (target) and $432,000 (maximum); Sharett, $224,000 (target) and $448,000 (maximum); Ingram, $106,250 (target) and $212,500 (maximum); Dombrowski, $94,500 (target) and $189,000 (maximum). •Performance contingent restricted stock awards for fiscal years 2023 and 2024 are included upon the assumption that it is probable the applicable capital goals will be achieved. (4)Amounts included under the Non-Equity Incentive Compensation column reflect the annual incentive award earned for the fiscal year indicated. As discussed in the Compensation Discussion and Analysis, the entire annual incentive award that is earned is delivered as a cash award. (5)The following provides additional information about amounts included in the All Other Compensation column for fiscal year 2025. •For Pharr, the amount includes $137,221 as a company contribution to the NQDC Plan, $21,600 as a company contribution to the Pathward National Association 401(k) Plan, and $3,724 in dividends paid on unvested restricted stock shares. •For Sigrist, the amount includes $21,600 as a company contribution to the Pathward National Association 401(k) Plan, $23,019 as a company contribution to the NQDC Plan, and $524 in dividends paid on unvested restricted stock shares. •For Sharett, the amount includes $71,529 as a company contribution to the NQDC Plan, $14,236 as a company contribution to the Pathward National Association 401(k) Plan, and $1,475 in dividends paid on unvested restricted stock shares. •For Ingram, the amount includes $51,457 as a company contribution to the NQDC Plan, $20,700 as a company contribution to the Pathward National Association 401(k) Plan, and $676 in dividends paid on unvested restricted stock shares. •For Dombrowski, the amount includes $47,934 as a company contribution to the NQDC Plan, $21,600 as a company contribution to the Pathward National Association 401(k) Plan, and $742 in dividends paid on unvested restricted stock shares.

  89. SUMMARY COMPENSATION TABLE

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  90. GRANTS OF PLAN BASED AWARDS

    GRANTS OF PLAN BASED AWARDS The following table sets forth information concerning awards made during the fiscal year ended September 30, 2025, for Pathward Financial’s NEOs. All equity awards were granted under the 2023 Omnibus Incentive Plan.

  91. GRANTS OF PLAN BASED AWARDS

    | | | Cash | | | | | Equity | | | | | | Name | Type of Award(2) | Grant Date | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units(5) (#) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | | | | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brett L. Pharr | FY25PSU- EPS | 11/15/2024 | 10/29/2024 | | | | 4,219 | 8,438 | 16,877 | | 664,978 | | | FY25PSU- TSR | 11/15/2024 | 10/29/2024 | | | | 4,219 | 8,438 | 16,877 | | 777,899 | | | FY25RSU | 11/15/2024 | 10/29/2024 | | | | | | | 16,702 | 1,329,980 | | | CASH | | | 380,000 | 760,000 | 1,406,000 | | | | | | | Gregory A. Sigrist | FY25PSU- EPS | 11/15/2024 | 10/29/2024 | | | | 1,370 | 2,741 | 5,482 | | 216,012 | | | FY25PSU- TSR | 11/15/2024 | 10/29/2024 | | | | 1,370 | 2,741 | 5,482 | | 252,693 | | | FY25RSU | 11/15/2024 | 10/29/2024 | | | | | | | 5,425 | 431,993 | | | CASH | | | 229,500 | 459,000 | 849,150 | | | | | | | Anthony M. Sharett | FY25PSU- EPS | 11/15/2024 | 10/29/2024 | | | | 1,421 | 2,842 | 5,685 | | 223,971 | | | FY25PSU- TSR | 11/15/2024 | 10/29/2024 | | | | 1,421 | 2,842 | 5,685 | | 262,004 | | | FY25RSU | 11/15/2024 | 10/29/2024 | | | | | | | 5,626 | 447,998 | | | CASH | | | 252,000 | 504,000 | 932,400 | | | | | | | Charles C. Ingram | FY25PSU- EPS | 11/15/2024 | 10/29/2024 | | | | 674 | 1,348 | 2,696 | | 106,233 | | | FY25PSU- TSR | 11/15/2024 | 10/29/2024 | | | | 674 | 1,348 | 2,696 | | 124,272 | | | FY25RSU | 11/15/2024 | 10/29/2024 | | | | | | | 2,669 | 212,532 | | | CASH | | | 175,000 | 350,000 | 647,500 | | | | | | | Nadia A. Dombrowski | FY25PSU- EPS | 11/15/2024 | 10/29/2024 | | | | 600 | 1,199 | 2,398 | | 94,490 | | | FY25PSU- TSR | 11/15/2024 | 10/29/2024 | | | | 600 | 1,199 | 2,398 | | 110,536 | | | FY25RSU | 11/15/2024 | 10/29/2024 | | | | | | | 2,373 | 188,962 | | | CASH | | | 189,000 | 378,000 | 699,300 | | | | | |

  92. GRANTS OF PLAN BASED AWARDS

    (1)Amounts presented under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” reflect the range of what was eligible to be earned based upon performance. Please see the Compensation Discussion and Analysis for Fiscal Year 2025 section of this document for discussion of cash amounts granted or earned during fiscal year 2025.

  93. GRANTS OF PLAN BASED AWARDS

    | (2) Type of Award | Description | | FY25PSU- EPS | Three-year cliff vesting performance share unit award with EPS performance metric granted as part of fiscal year 2025 long-term incentive for performance period beginning October 1, 2024 | | FY25PSU- TSR | Three-year cliff vesting performance share unit award with TSR performance metric granted as part of fiscal year 2025 long-term incentive for performance period beginning October 1, 2024 | | FY25RSU | Time-vesting restricted stock units granted as part of fiscal year 2025 long-term incentive, vesting in thirds on each December 7, 2025, 2026 and 2027 | | CASH | Fiscal year 2025 annual incentive award opportunity (all cash) |

  94. GRANTS OF PLAN BASED AWARDS

    (3)Represents fiscal year 2025 cash incentive award opportunity. See Compensation Discussion and Analysis—Annual Incentive Awards for additional details. (4)Represents the award opportunity for the FY25PSU- EPS and FY25PSU- TSR awards. See Compensation Discussion and Analysis—Long Term Incentive Awards for additional details. (5)Represents the award opportunity for the FY25RSU awards. See Compensation Discussion and Analysis—Long Term Incentive Awards for additional details. (6)Amounts in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in the calculation of these amounts are disclosed in Note 13 to our Consolidated Financial Statements included in our fiscal 2025 Annual Report on Form 10-K. See also footnote 3 to the Summary Compensation Table.

  95. GRANTS OF PLAN BASED AWARDS

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  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025 The following table sets forth information as of September 30, 2025, concerning unvested stock awards held by Pathward Financial’s NEOs.

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Brett L. Pharr | 16,702 | 1,236,115 | 130,643 | 9,668,888 | | Gregory A. Sigrist | 8,077 | 597,779 | 32,406 | 2,398,368 | | Anthony M. Sharett | 5,626 | 416,380 | 46,783 | 3,462,410 | | Charles C. Ingram | 2,669 | 197,533 | 18,151 | 1,343,356 | | Nadia A. Dombrowski | 3,353 | 248,156 | 18,128 | 1,341,653 |

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    (1)The dollar value of the awards is calculated using the closing market price of $74.01 per share of our unrestricted common stock on September 30, 2025, the last trading day in fiscal year 2025. (2)The fiscal year 2023 PSUs and fiscal year 2024 PSUs are reflected based on actual performance through the most recent fiscal year plus assumed target performance for future fiscal years in the applicable performance period (and ignoring the recovery for erroneously awarded compensation from prior years discussed in "Recovery of Erroneously Awarded Compensation" below). The fiscal year 2025 PSUs are reflected based on assumed maximum performance. Performance contingent restricted stock awards are reflected based on assumed target performance for the remainder of the performance period. PSUs will vest, to the extent earned based on performance, in the fiscal quarter immediately following the completion of the applicable three-year performance period. Performance contingent restricted stock awards vest annually in one-third increments over a three-year period if Basel III capital ratios are maintained. For a full discussion of the Company’s performance-based awards, please see the Compensation Discussion and Analysis section.

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | Name | Type of Award | Description | Shares/Units (#) | Vesting Date(s) | | Brett L. Pharr | FY25RSU | Restricted share unit award | 16,702 | December 7, 2025, 2026 and 2027 | | | FY25PSU | Performance share unit award | 33,754 | December 7, 2027 | | | FY24RSA | Performance contingent restricted stock award | 16,943 | October 16, 2025 and 2026 | | | FY24PSU | Performance share unit award | 35,157 | October 16, 2026 | | | FY23RSA | Performance contingent restricted stock award | 8,874 | October 16, 2025 | | | FY23PSU | Performance share unit award | 35,915 | October 16, 2025 | | Gregory A. Sigrist | FY25RSU | Restricted share unit award | 5,425 | December 7, 2025, 2026 and 2027 | | | FY25PSU | Performance share unit award | 10,964 | December 7, 2027 | | | FY24RSA | Performance contingent restricted stock award | 4,822 | October 16, 2025 and 2026 | | | FY24PSU | Performance share unit award | 10,004 | October 16, 2026 | | | FY24RSA- New Hire | Performance contingent restricted stock award | 2,170 | October 16, 2025 and 2026 | | | FY24PSU- New Hire | Performance share unit award | 4,446 | October 16, 2026 | | | FY24RSA- New Hire | Restricted stock award | 2,652 | October 16, 2025 and 2026 |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

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  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

    | Name | Type of Award | Description | Shares/Units (#) | Vesting Date(s) | | Anthony M. Sharett | FY25RSU | Restricted share unit award | 5,626 | December 7, 2025, 2026 and 2027 | | | FY25PSU | Performance share unit award | 11,370 | December 7, 2027 | | | FY24RSA | Performance contingent restricted stock award | 5,746 | October 16, 2025 and 2026 | | | FY24PSU | Performance share unit award | 11,921 | October 16, 2026 | | | FY23RSA | Performance contingent restricted stock award | 3,516 | October 16, 2025 | | | FY23PSU | Performance share unit award | 14,230 | October 16, 2025 | | Charles C. Ingram | FY25RSU | Restricted share unit award | 2,669 | December 7, 2025, 2026 and 2027 | | | FY25PSU | Performance share unit award | 5,392 | December 7, 2027 | | | FY24RSA | Performance contingent restricted stock award | 2,235 | October 16, 2025 and 2026 | | | FY24PSU | Performance share unit award | 4,637 | October 16, 2026 | | | FY23RSA | Performance contingent restricted stock award | 1,166 | October 16, 2025 | | | FY23PSU | Performance share unit award | 4,721 | October 16, 2025 | | Nadia A Dombrowski | FY25RSU | Restricted share unit award | 2,373 | December 7, 2025, 2026 and 2027 | | | FY25PSU | Performance share unit award | 4,796 | December 7, 2027 | | | FY24RSA | Performance contingent restricted stock award | 2,421 | October 16, 2025 and 2026 | | | FY24PSU | Performance share unit award | 5,024 | October 16, 2026 | | | FY23RSA | Performance contingent restricted stock award | 1,166 | October 16, 2025 | | | FY23PSU | Performance share unit award | 4,721 | October 16, 2025 | | | FY22RSA | Restricted stock award | 980 | October 16, 2025 |

  102. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025 The following table sets forth information concerning restricted stock awards held by Pathward Financial’s NEOs that were exercised or became vested, as applicable, during the fiscal year ended September 30, 2025. As none of the NEOs have any outstanding stock option awards, no stock options were exercised or became vested during the fiscal year ended September 30, 2025.

  103. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brett L. Pharr | 34,436 | 2,491,090 | | Gregory A. Sigrist | 3,495 | 259,748 | | Anthony M. Sharett | 15,802 | 1,140,833 | | Charles C. Ingram | 8,461 | 618,751 | | Nadia A. Dombrowski | 5,120 | 373,484 |

  104. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    (1)Reflects the market value of the stock awards on the date of vesting, which for each of the awards equals the per share closing price of Pathward Financial Common Stock as reported by the NASDAQ Stock Market on the vesting date (or the previous Friday if the vesting date falls on a weekend).

  105. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

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  106. NONQUALIFIED DEFERRED COMPENSATION PLANS

    NONQUALIFIED DEFERRED COMPENSATION PLANS

  107. Nonqualified Deferred Compensation Plans for Fiscal Year 2025

    Nonqualified Deferred Compensation Plans for Fiscal Year 2025

  108. Nonqualified Deferred Compensation Plans for Fiscal Year 2025

    | Name | Plan Name | Executive Contributions in FY2025 ($) | Pathward Contributions in FY2025(1) ($) | Aggregate Earnings in FY2025(2) ($) | Aggregate Withdrawals/ Distributions in FY2025 ($) | Aggregate Balance at September 30, 2025 ($) | | Brett L. Pharr | NQDC Plan | — | 137,221 | 47,910 | — | 478,650 | | Gregory A. Sigrist | NQDC Plan | — | 23,019 | 2,733 | — | 25,752 | | Anthony M. Sharett | NQDC Plan | | 71,529 | 39,381 | — | 295,331 | | Charles C. Ingram | NQDC Plan | — | 51,457 | 5,489 | — | 146,386 | | Nadia A. Dombrowski | NQDC Plan | — | 47,934 | 7,710 | — | 82,022 |

  109. Nonqualified Deferred Compensation Plans for Fiscal Year 2025

    (1)Pathward contributions to the NQDC Plan are reported as “All Other Compensation” in the Summary Compensation Table. (2)The NQDC Plan does not pay above-market or preferential earnings, therefore no earnings reported in this column are reported as fiscal year 2025 compensation in the Summary Compensation Table. The table above shows information regarding the NEOs’ benefits under the NQDC Plan.

  110. The NQDC Plan

    The NQDC Plan The NQDC Plan is a supplemental benefit plan by which NEOs and certain other eligible employees may receive discretionary employer contributions. The contributions are intended to make up for Internal Revenue Code limits on the amounts that may be contributed to a participant’s qualified retirement plan account. Pursuant to the terms of the NQDC Plan, such contributions are considered immediately vested. The NQDC Plan is an unfunded, unsecured arrangement. Amounts credited are adjusted for earnings based on the participant’s election from a menu of notional investment choices based on publicly available mutual funds covering a range of investment categories, including target date funds. A participant may elect when they commence participation in the NQDC Plan to receive their account balance upon separation from service via a single, lump sum payment or a series of installment payments over the course of 10 years or less, unless such account balance is equal to or less than $50,000 or the separation of service is due to the participant’s death or disability, in which case the account will be distributed in a single, lump sum payment. In certain cases, payments may be subject to a 6-month payment delay upon separation from service to comply with applicable tax laws. NQDC Plan participants may also apply for distribution of their account balance via a single, lump sum payment upon the occurrence of an unforeseeable emergency, as defined by the NQDC Plan. All benefits paid pursuant to the NQDC Plan are designed to be taxable as ordinary income at the time of distribution.

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL NEOs participate in the Executive Severance Pay Policy (the "Severance Policy"). The Severance Policy provides that if the involuntary termination of an NEO occurs without Cause (as defined in the Severance Policy), and not related to a change-in-control (as defined in the Severance Policy), the NEO will be entitled to: (1)equal consecutive cash installment payments over a period of 12 months (24 months for the CEO) in a cumulative amount equal to 100% (200% for the CEO) of the NEO's annual base salary, plus 100% (200% for the CEO) of the NEO's annual target cash bonus; (2)an amount equal to one year (two years for the CEO) of monthly COBRA premiums; (3)continued vesting of the unvested equity awards previously granted to the NEO (subject to performance results for the applicable performance periods), except if the termination occurs within 6 months of the fiscal year in which an equity award was granted, in which case such equity award grants shall be forfeited; and (4)payment of up to $10,000 for employee outplacement services.

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    If the involuntary termination of an NEO occurs without Cause, but related to a change-in-control (meaning the termination occurs within 24 months after the change in control), the NEO will be entitled to: (1)a lump-sum cash payment no later than 75 days following the termination in an amount equal to 100% (200% for the CEO) of the NEO's annual base salary, plus an amount equal to 100% (200% for the CEO) of the NEO's annual target cash bonus; (2)an amount equal to one year (two years for the CEO) of monthly COBRA premiums; (3)full vesting of the unvested equity awards previously granted to the NEO, with performance-based awards vesting at the greater of target or actual performance measured through the fiscal quarter preceding the change-in-control; and (4)payment of up to $10,000 for employee outplacement services. The Severance Policy conditions all payments and benefits upon an NEO's execution of a release in favor of Pathward, which includes non-disparagement covenants, and a non-solicitation obligation which applies to Pathward’s customers, employees, and third-party relationships for a period of 12 months following the termination of the NEO's employment. In addition, award agreements for performance-contingent restricted stock awards, PSUs, and other awards of restricted stock granted under the Amended and Restated 2002 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan generally provide for immediate or continued vesting of such awards (subject to the achievement of applicable performance goals in the case of performance-contingent restricted stock awards and PSUs) in case of termination of service by death, disability, or retirement, so long as the termination of service occurs at least six months after the beginning of the fiscal year in which such award was granted. “Retirement” for this purpose means a termination after having either (i) attained age 65, or (ii) attained a combined age and years of service equal to at least 70. As of the end of fiscal year 2025, no NEOs were eligible for retirement. Apart from any termination of employment, the award agreements and the terms of the Amended and Restated 2002 Omnibus Incentive Plan also provide for full vesting of the awards if, upon a change in control of Pathward Financial, such awards are unvested and have not otherwise terminated. The terms of the 2023 Omnibus Incentive Plan and related award agreements changed this approach. For awards granted under the 2023 Omnibus Incentive Plan that are assumed or replaced by the buyer in the transaction, vesting will continue under the terms of the applicable award agreements, with accelerated vesting for an involuntary termination of employment (without cause or with good reason) within two years following the change in control. For awards that are not assumed or replaced by the buyer, as well as for awards to non-employee directors, vesting will occur upon the change in control. Awards which vest based on performance will be treated as earned at the greater of target or the actual level of performance measured through the end of the last fiscal quarter preceding the change in control. The following table sets forth the payments and benefits that would be due and payable to the NEOs under the Severance Policy and the terms of their outstanding equity awards and underlying omnibus incentive plan in the following scenarios (assuming such event occurred on September 30, 2025): •a termination of employment due to death or disability; •a retirement (if eligible); •an involuntary termination without cause and not related to a change in control; •an involuntary termination without cause and related to a change in control; and •a change in control (without any accompanying termination of employment). The value for vesting of equity awards in the table is based on the closing price of our common stock on the last day of the most recent fiscal year (September 30, 2025, the last trading day), $74.01 per share, and assumes future performance goals would be achieved at target. An NEO who experienced a voluntary termination (not retirement-eligible) or a termination for cause would not receive any of the payments or other benefits described in the table below and would forfeit all unvested equity awards. Notwithstanding the foregoing, all listed NEOs would still be eligible to receive other payments and benefits in which they were already vested at the time of termination, under any employment contract, plan or other arrangement with Pathward Financial, including amounts under retirement programs, in accordance with their terms (the “non-severance benefits”). Such non-severance benefits are not detailed in this section. Compensation paid to NEOs, including under any employment contract, if any, plan, or retirement program, is also subject to certain regulatory requirements regarding the payment of compensation to such NEOs and may be subject to clawback provisions under certain circumstances.

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Benefit | Death or Disability(1) ($) | Retirement(2) ($) | Termination without Cause not in connection with a Change of Control(3) ($) | Termination without Cause in connection with a Change of Control(4) ($) | Change of Control(5) ($) | | Brett L. Pharr | Cash Payment(s) | — | — | 3,040,000 | 3,040,000 | — | | | Vesting of Equity Awards | 9,655,863 | — | 9,655,863 | 9,655,863 | 9,655,863 | | | Medical Benefits | — | — | 18,153 | 18,153 | — | | | Outplacement Services | — | — | 10,000 | 10,000 | — | | | Total | 9,655,863 | — | 12,724,016 | 12,724,016 | 9,655,863 | | Greg A. Sigrist | Cash Payment(s) | — | — | 999,000 | 999,000 | — | | | Vesting of Equity Awards | 2,590,424 | — | 2,590,424 | 2,590,424 | 2,590,424 | | | Medical Benefits | — | — | 28,663 | 28,663 | — | | | Outplacement Services | — | — | 10,000 | 10,000 | — | | | Total | 2,590,424 | — | 3,628,087 | 3,628,087 | 2,590,424 | | Anthony M. Sharett | Cash Payment(s) | — | — | 1,064,000 | 1,064,000 | — | | | Vesting of Equity Awards | 3,457,969 | — | 3,457,969 | 3,457,969 | 3,457,969 | | | Medical Benefits | — | — | 29,176 | 29,176 | — | | | Outplacement Services | — | — | 10,000 | 10,000 | — | | | Total | 3,457,969 | — | 4,561,145 | 4,561,145 | 3,457,969 | | Charles C. Ingram | Cash Payment(s) | — | — | 850,000 | 850,000 | — | | | Vesting of Equity Awards | 1,341,357 | — | 1,341,357 | 1,341,357 | 1,341,357 | | | Medical Benefits | — | — | 28,663 | 28,663 | — | | | Outplacement Services | — | — | 10,000 | 10,000 | — | | | Total | 1,341,357 | — | 2,230,020 | 2,230,020 | 1,341,357 | | Nadia A. Dombrowski | Cash Payment(s) | — | — | 918,000 | 918,000 | — | | | Vesting of Equity Awards | 1,412,333 | — | 1,412,333 | 1,412,333 | 1,412,333 | | | Medical Benefits | — | — | — | — | — | | | Outplacement Services | — | — | 10,000 | 10,000 | — | | | Total | 1,412,333 | — | 2,340,333 | 2,340,333 | 1,412,333 |

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Represents the value of unvested performance-contingent restricted stock awards, PSUs, and other unvested shares of restricted stock as of the end of the most recent fiscal year (September 30, 2025) that would immediately vest or continue to vest (subject to the achievement of applicable performance goals in case of performance-contingent restricted stock awards and PSUs). (2)No NEOs were eligible for retirement as of the end of the most recent fiscal year (September 30, 2025). (3)Represents amounts payable under the Severance Policy for such termination of employment, and includes the value of unvested performance-contingent restricted stock awards, PSUs, and other unvested shares of restricted stock as of the end of the most recent fiscal year (September 30, 2025) that would continue to vest (subject to achievement of applicable performance goals in case of performance-contingent restricted stock awards and performance share units). (4)Represents amounts payable under the Severance Policy and includes the value of unvested performance-contingent restricted stock awards, PSUs, and other unvested shares of restricted stock as of the end of the most recent fiscal year (September 30, 2025) that would immediately vest upon such termination of employment. (5)Represents the value of unvested performance-contingent restricted stock awards, PSUs, and other unvested shares of restricted stock as of the end of the most recent fiscal year that would immediately vest upon a change in control. During fiscal year 2025, the Committee reviewed market practices provided by Pay Governance for severance and change in control payments. As a result of this review, the Severance Plan was updated effective for fiscal year 2026 with the following changes for termination without cause not in connection with a change in control: •Limiting the calculation of cash payments to the stated multiple of base salary only (as disclosed above) and removing any severance payment based on a multiple of the NEO's annual target cash bonus; and, •For performance share units granted in fiscal year 2026 and after, pro-rata (rather than full) continued vesting based on the number of days in the performance period through the separation date and performance results for the full

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    performance period, provided the separation date is more than six months after the first day of the fiscal year in which the award was granted. The changes to the Severance Plan did not impact the severance benefits payable for an involuntary termination without cause in connection with a change in control. The Committee believes these updated protections and benefits better serve Pathward Financial’s retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize shareholder value and to provide compensation assurances which are competitive with those of other similarly situated companies.

  119. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Pathward Financial is required to disclose the ratio of the CEO’s annual total compensation to the annual total compensation of our median-paid employee. We used the same median employee for our CEO pay ratio calculation as we did in the previous fiscal year, as there were no significant changes to our employee population or compensation arrangements that would significantly impact the pay ratio disclosure. To identify Pathward Financial’s median employee in the previous fiscal year, we prepared a list of all individuals employed by Pathward Financial on September 30, 2023 (excluding the CEO), whether employed on a full-time, part-time, temporary or seasonal basis. SEC rules permit registrants to use a consistently applied compensation measure (“CACM”) to identify the median employee from the employee population. We used base pay, overtime pay, and cash incentive awards, as reflected in Pathward Financial’s payroll records, as our CACM. Based on the CACM methodology described above, we identified the median employee and then estimated the annual total compensation for this employee, consistent with the rules used to determine total compensation in the Summary Compensation Table for the NEOs. For this fiscal year, annual total compensation for the median employee was $112,110 The CEO’s total compensation was $4,638,813, resulting in a ratio of approximately 41:1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median employee and calculating that employee’s annual total compensation allow companies to use different methodologies, apply certain exclusions, and make reasonable estimates and assumptions, Pathward Financial’s pay ratio may not be comparable to pay ratios reported by other companies.

  120. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section. For purposes of the tables below, the principal executive officer (“PEO”) and non-PEO named executive officers for fiscal years 2021 through 2025 are the following:

  121. Pay versus Performance

    | Year | PEO | Non-PEO Named Executive Officers | | 2025 | Brett L. Pharr | Gregory A. Sigrist, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski | | 2024 | Brett L. Pharr | Gregory A. Sigrist, Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski | | 2023 | Brett L. Pharr | Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, and Nadia A. Dombrowski | | 2022 | Brett L. Pharr | Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Nadia A. Dombrowski, and Kia S. Tang | | 2021 | Bradley C. Hanson | Brett L. Pharr, Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Kia S. Tang, Sheree S. Thornsberry and Shelly A. Schneekloth |

  122. Pay versus Performance

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  123. Pay versus Performance

    | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income(7) ($ in Millions) | Company- Selected Performance Measure (EPS)(8) ($) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | | | | 2025 | 4,638,813 | 6,593,287 | 1,800,070 | 2,260,436 | 392.52 | 198.23 | 185.9 | 7.87 | | 2024 | 4,334,506 | 7,096,935 | 1,769,153 | 2,566,976 | 349.21 | 176.55 | 183.2 | 7.20 | | 2023 | 3,884,131 | 5,077,889 | 1,784,636 | 2,463,709 | 242.98 | 128.21 | 143.3 | 5.24 | | 2022 | 3,811,433 | 2,817,840 | 1,437,513 | 1,392,760 | 173.04 | 136.72 | 151.1 | 5.09 | | 2021 | 5,040,345 | 7,442,578 | 1,259,474 | 1,286,933 | 274.27 | 161.72 | 141.7 | 4.38 |

  124. Pay versus Performance

    (1)The dollar amounts reported in column (B) are the amounts of total compensation reported for the PEO for fiscal years 2021, 2022, 2023, 2024, and 2025 in the “Total” column of the Summary Compensation Table for the applicable year. (2)The dollar amounts reported in column (C) represent the amount of “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year, by subtracting the amounts in the Reported Value of Equity Award column and adding the amounts in the Equity Award Adjustments column, to determine the “compensation actually paid,” as defined by the SEC:

  125. Pay versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Minus Reported Value of Equity Awards(a) ($) | Plus Equity Award Adjustments(b) ($) | Equals Compensation Actually Paid to PEO ($) | | 2025 | 4,638,813 | 2,772,857 | 4,727,331 | 6,593,287 |

  126. Pay versus Performance

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year which are comprised of PSUs and restricted stock granted from 2019 through 2024. (b)The values provided in the Equity Award Adjustments column were determined as follows:

  127. Pay versus Performance

    | Year | YE Value of Respective Year Awards Outstanding as of YE ($) | Plus Change in Value as of YE for Prior Year Awards Outstanding as of YE ($) | Plus Change in Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | Minus Value as of YE for Any Equity Awards Previously Granted that Failed to Vest in the Current Year ($) | Equals Value of Equity Award Adjustments ($) | | 2025 | 3,734,249 | 775,112 | 217,970 | — | 4,727,331 |

  128. Pay versus Performance

    The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. The fair value or change in fair value, as applicable, of restricted stock units and performance shares was determined by reference to (x) for restricted stock units, the closing price of our common stock on the applicable measurement date, (y) for performance shares (excluding market-conditioned (relative TSR-based) performance shares), and performance-conditioned restricted shares, the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance shares, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. (3)The dollar amounts reported in column (D) are the average of the amounts of total compensation reported for our non-PEO named executive officers for fiscal years 2021, 2022, 2023, 2024, and 2025 in the “Total” column of the Summary Compensation Table for the applicable year.

  129. Pay versus Performance

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  130. Pay versus Performance

    (4)The dollar amounts reported in column (E) represent the average amount of “compensation actually paid” to the non-PEO named executive officers for each year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO named executive officers’ average total compensation for each year, by subtracting the amounts in the Average Reported Value of Equity Awards column and adding the amounts in the Average Equity Award Adjustments column, to determine the “compensation actually paid,” as defined by the SEC:

  131. Pay versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Minus Average Reported Value of Equity Awards(a) ($) | Plus Average Equity Award Adjustments(b) ($) | Equals Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | | 2025 | 1,800,070 | 667,924 | 1,128,290 | 2,260,436 |

  132. Pay versus Performance

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year, which are comprised of PSUs and restricted stock granted from 2019 through 2024. (b)The values provided in the Average Equity Award Adjustments column were determined as follows:

  133. Pay versus Performance

    | Year | Average YE Value of Respective Year Awards Outstanding as of YE ($) | Plus Average Change in Value as of YE for Prior Year Awards Outstanding as of YE ($) | Plus Average Change in Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | Minus Average Value as of YE for Any Equity Awards Previously Granted that Failed to Vest in the Current Year ($) | Equals Average Value of Equity Award Adjustments ($) | | 2025 | 899,499 | 173,156 | 55,635 | — | 1,128,290 |

  134. Pay versus Performance

    The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes, and the stock price on the relevant measurement date. (5)Reflects the cumulative TSR of a $100 investment in Pathward Financial, Inc. common stock, assuming such investment occurred on October 1, 2020 and all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. (6)Reflects the cumulative TSR of a $100 investment in our peer group for this Pay versus Performance table, the S&P 600 Financials Index, which is used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the applicable fiscal year, assuming such investment occurred on October 1, 2020 and all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. (7)The dollar amounts reported in column (H) represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. (8)The “Company-Selected Measure” (as defined in Item 402(v) of Regulation S-K, is our diluted earnings per share (“EPS”), as reflected in the Company’s audited financial statements for the applicable fiscal year.

  135. Pay versus Performance

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  136. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  137. Compensation Actually Paid and Cumulative TSR

    | | Current PEO | | Average for Non-PEO NEOs | | TSR |

  138. Compensation Actually Paid and Cumulative TSR

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  139. Compensation Actually Paid and Cumulative TSR

    The chart below demonstrates the relationship between CAP amounts for our PEO and average non-PEO named executive officers and our net income.

  140. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  141. Compensation Actually Paid and Net Income

    | | Current PEO | | Average for Non-PEO NEOs | | Net Income |

  142. Compensation Actually Paid and Net Income

    The chart below demonstrates the relationship between CAP amounts for our PEO and average non-PEO named executive officers and our EPS.

  143. Compensation Actually Paid and EPS

    Compensation Actually Paid and EPS

  144. Compensation Actually Paid and EPS

    | | Current PEO | | Average for Non-PEO NEOs | | EPS |

  145. Compensation Actually Paid and EPS

    | | | | | | | | | | Proxy Statement Summary | Corporate Governance & Board Matters | Executive Officers | Executive Compensation | Audit-Related Matters | Stock Ownership Information | Information about the Annual Meeting | Additional Information |

  146. Compensation Actually Paid and EPS

    The chart below demonstrates the relationship between the cumulative TSR of the Company and the cumulative TSR of the applicable peer group, the S&P 600 Financials Index.

  147. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Directors are elected by a plurality of the votes cast, in person or by proxy. This means that the three director nominees with the most affirmative votes will be elected. Broker non-votes and shares of Pathward Financial Common Stock that are represented by a proxy that is marked “vote withheld” for the election of one or more director nominees will have no effect on the vote for the election of directors. If a director nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld the authority to do so. As of the date of this proxy statement, we are not aware of any reason that a director nominee would be unable to or would decline to stand for election.