Carver Bancorp Blocks Activist Nominee, Igniting Shareholder War

NEW YORK, NY – March 13, 2026 – A bitter corporate struggle has escalated at Carver Bancorp, Inc. (OTCQB: CARV), as the financial institution’s board has formally blocked director nominations from its largest shareholder, Dream Chasers Capital Group (DCCG). The move prevents a vote on Moishe Gubin, a lauded bank turnaround expert, and DCCG’s own CEO, Greg Lewis, setting the stage for a contentious proxy battle ahead of the company’s May 21 annual meeting.

In a press release, DCCG accused Carver’s board of using “corporate machinery—backed by high-priced counsel—to disenfranchise owners.” The activist investor is framing the conflict as the latest in a series of moves by an entrenched board to maintain control at the expense of shareholder value.

A Boardroom Battle Escalates

The conflict reached a boiling point on March 9, when Carver Bancorp announced it had rejected two separate nomination attempts by Dream Chasers. According to Carver, both submissions failed to comply with the advance notice provisions outlined in the company's bylaws. The board noted that an initial attempt in October 2025 contained deficiencies, and a second submission on February 20, 2026—filed just before the deadline—failed to correct them, despite over 120 days passing between the notices.

Dream Chasers presents a starkly different timeline of events. The firm claims that after its initial October nomination, Carver’s board engaged in superficial negotiations, first asking DCCG to endorse incumbent nominees and then offering insufficient “board observation seats.” DCCG alleges that when it became clear the board was “not serious,” it ended negotiations. Just 24 hours later, on November 18, 2025, Carver announced its intention to delist its stock from the Nasdaq, a move that DCCG claims subsequently halved the stock’s price as it moved to the less liquid OTC markets.

Carver’s board maintains it has been open to a “mutually agreeable resolution” but claims DCCG “made clear it has no interest in entering into a constructive dialogue.” This public sparring underscores the deep chasm between the activist investor and the current leadership, with both sides digging in for a protracted fight.

The Rejected Rescuer: A Tale of Two Banks

At the heart of the dispute is the candidacy of Moishe Gubin, whose rejection by the Carver board has become a rallying cry for DCCG. Gubin is the Chairman of OptimumBank Holdings, Inc. (NASDAQ: OPHC), and his track record is portrayed by Dream Chasers as a “masterclass in banking turnaround.”

Public records largely substantiate these claims. Under Gubin’s leadership, OptimumBank successfully cleared a decade-long consent order from regulators. More impressively, he steered the institution from struggle to powerhouse, delivering a record net income of $16.65 million for 2025, which represents a staggering 600% growth in core earnings since 2021. During his tenure, the bank’s assets swelled from approximately $100 million to over $1.11 billion, all while maintaining a lean 49.59% efficiency ratio that is the envy of an industry where the average hovers around 67.3%.

This portrait of success stands in sharp contrast to Carver’s recent performance. The company’s revenue for fiscal year 2025 fell by nearly 28% to $21.05 million. More alarmingly, it posted a net loss of $13.74 million, a 361% increase over the prior year's losses. While the bank’s capital ratios exceed the minimums for a “well capitalized” designation by the Office of the Comptroller of the Currency, a 2025 filing noted it had not met its specific Individual Minimum Capital Ratio (IMCR) requirements. This complex financial picture, combined with the stock’s delisting, has fueled DCCG’s argument that the board is actively turning away the very expertise needed to right the ship.

Shareholders in the Crossfire

Caught in the middle of this power struggle are Carver’s shareholders, a group that DCCG claims is composed of 70% retail investors. The activist group has positioned itself as the champion of these smaller owners, arguing that the board’s actions are a direct assault on their rights and financial interests. The delisting and subsequent price drop serve as a powerful exhibit in DCCG’s case against the current leadership.

Adding another layer of complexity is the recent emergence of Barry James Mann as a major shareholder. Mann began accumulating a position in October 2025 and, by December, had crossed the 10% ownership threshold, making him a company insider. In his public Schedule 13D filings, Mann stated his purpose was investment in what he sees as undervalued shares. He has also expressed support for Carver’s management and its strategic plan.

However, DCCG is watching this development closely. The group has publicly stated it is reviewing the timing of Mann’s filings “to ensure it is not a maneuver to dilute the 70% retail shareholder mandate previously established in opposition to current policies.” This concern highlights the deep-seated mistrust between the activist firm and any developments that could be perceived as bolstering the incumbent board’s position.

A Standoff Before the Annual Meeting

With the May 21 annual meeting looming, both sides are maneuvering for advantage. Carver’s board points to its “comprehensive board modernization initiative,” which includes plans for a 75% director turnover rate over three years and a focus on skills-based recruitment. It portrays itself as a proactive body guiding a modern urban community bank on a path to recovery.

Dream Chasers remains unconvinced. The group is urging shareholders to remain “vigilant of any anti-takeover, dilutive, or other moves which do not accurately reflect current or future intrinsic value.” Their goal remains the complete removal of the current board and the installation of new leadership that they believe can restore Carver’s value. As the date for the annual meeting approaches, the battle for control over the historic bank is only intensifying, with the fate of its shareholders hanging in the balance.