PATHWARD FINANCIAL, INC.
For the period ended Feb 24, 2026. Filed Jan 14, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 24, 2026 · Filed Jan 14, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
Pathward Financial, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PATHWARD FINANCIAL, INC.5501 SOUTH BROADBAND LANESIOUX FALLS, SOUTH DAKOTA 57108(877) 497-7497WWW.PATHWARD.COM
MESSAGE FROM OUR CEO
| Dear Fellow Stockholders,On behalf of the Board of Directors and management of Pathward Financial, Inc., I am pleased to inform you that our Annual Meeting of Stockholders (the “Annual Meeting”) will be held at 9:00 a.m., Central Standard Time, on Tuesday, February 24, 2026. The Annual Meeting will again be held virtually.Details regarding the business to be conducted at the Annual Meeting are described in this proxy statement and in the “Notice of Internet Availability of Proxy Materials” (the “Notice”) that you received in the mail. We also have made available a copy of our Annual Report to Stockholders, which includes our Annual Report on Form 10-K. At the Annual Meeting, we will report on Pathward Financial’s operations and outlook for the year ahead.You are invited to attend the meeting. Whether or not you plan to attend the Annual Meeting, please read the accompanying proxy statement and then vote as promptly as possible. This will save us the additional expense of soliciting proxies and will ensure that your shares are represented at the meeting. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by marking, signing, dating and returning your proxy card. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail. Regardless of the number of shares you own, your vote is very important. Please act today. The Board and management are committed to our purpose of powering financial inclusion, while generating solid returns on your investment. As Chief Executive Officer of Pathward Financial, I want to express my appreciation for your continued confidence and support. Very truly yours, Brett L. PharrChief Executive Officer, Pathward®, N.A. and Pathward Financial, Inc.January 14, 2026 | "Fiscal year 2025 was another step forward towards accomplishing our strategy, marked by many successes across the business. We stand by our belief that financial services should be available to everyone. As we support individuals and small and medium-sized businesses who need financial access, we believe we must evolve with the marketplace and meet folks where they want to be met. This year was no exception, and I am very proud of all that Pathward was able to accomplish.” — Brett L. Pharr |
|---|
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| DATE AND TIMEFebruary 24, 20269:00 a.m., Central Standard Time | ACCESS TO VIRTUAL MEETINGwww.virtualshareholdermeeting.com/CASH2026 | RECORD DATEOnly stockholders of record at the close of business on December 31, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof |
At the Annual Meeting, stockholders of Pathward Financial will be asked to consider and vote on the following proposals:
| Proposals | |
|---|---|
| 1 | Elect three directors for a term of three years ending in 2029, until their successors are elected and duly qualified |
| 2 | Approve, by a non-binding advisory vote, the compensation of our named executive officers |
| 3 | Recommend, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of our named executive officers |
| 4 | Ratify the appointment by the Board of Directors of the independent registered public accounting firm KPMG LLP as the independent auditors of Pathward Financial’s financial statements for the fiscal year ending September 30, 2026 |
We may also transact any other business that may properly come before the Annual Meeting. As of the date of this proxy statement, we are not aware of any business to be presented for consideration other than the matters described in this proxy statement.
Regardless of the number of shares you own, your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Your proxy will not be used if you attend and vote at the Annual Meeting, and you may change or revoke your proxy selection at any time before the Annual Meeting.
We have determined that the Annual Meeting will be held in a virtual meeting format only, with no physical in-person meeting. If you plan to attend the virtual meeting, please see “Information about the Annual Meeting” on page 70. Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location virtually.
We first mailed the Notice of Internet Availability of Proxy Materials, in lieu of a paper copy of this proxy statement, to our stockholders on or about January 14, 2026.
Thank you for your continued interest and support.
By Order of the Board of Directors,Brett L. PharrChief Executive OfficerSioux Falls, South DakotaJanuary 14, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 24, 2026
Pathward Financial’s Notice of Internet Availability of Proxy Materials, Proxy Statement and Annual Report to Stockholders, including Pathward Financial’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, are available at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.