Carver Bancorp Rejects Activist's Board Nominees, Citing Bylaw Breaches

NEW YORK, NY – March 09, 2026 – Carver Bancorp, Inc., the holding company for one of the nation's largest African- and Caribbean-American-managed banks, has publicly rebuffed an activist investor's attempts to place new directors on its board. In a statement released today, the company detailed its rejection of two separate board nomination submissions from Dream Chasers Capital Group LLC, escalating a tense corporate governance battle that pits procedural rules against a push for radical change at the historic institution.

Carver (OTCQB: CARV) asserts that both of Dream Chasers' attempts failed to comply with the company's bylaws, effectively blocking the activist investor from putting its candidates before shareholders at the upcoming Annual Meeting on May 21, 2026.

A Battle Over Bylaws

According to Carver's public statement, the dispute over board nominations began in October 2025. At that time, Dream Chasers first attempted to nominate two individuals for election to the board. Carver’s Board, in consultation with outside counsel, determined the submission was deficient.

"The Board... determined at that time that Dream Chasers' first submission did not comply with the advance notice provisions of the Company's Second Amended and Restated Bylaws," the company stated, emphasizing that these rules "apply equally to all stockholders." Carver claims it sent a detailed letter to Dream Chasers identifying the specific deficiencies.

Four months later, the conflict resurfaced. On February 20, 2026, just hours before the deadline, Dream Chasers submitted a second nomination notice. Carver noted that it had announced the deadline 30 days prior, and the four-month gap provided "ample opportunity for it to cure the deficiencies previously highlighted."

However, this second attempt was also rejected. The Board reviewed the submission and again found it non-compliant. Carver informed Dream Chasers that because the deadline had passed and the notice was deficient, it would not be able to submit nominations at the Annual Meeting. Despite the procedural standoff, Carver says it remains open to finding a solution, stating it offered "to engage with Dream Chasers around a mutually agreeable resolution involving changes to the Board's composition." The bank claims the investor has shown "no interest in entering into a constructive dialogue."

The Activist's Charge for Change

The investor at the center of the conflict, Dream Chasers Capital Group, is a minority-owned investment firm with a stated mission to empower communities of color by investing in disruptive financial services companies. Its engagement with Carver is not new and is rooted in deep dissatisfaction with the bank's financial performance.

As of late 2024, Dream Chasers held a significant 9.7% stake in Carver and had already begun a public campaign for change. In an open letter to shareholders in November 2024, the firm lambasted Carver’s leadership for what it described as "years of poor stock price performance, operating losses into the millions of dollars and massive shareholder value destruction." At the time, it pointed to an almost 80% decline in stock price since 2014 and noted the bank had managed only one profitable fiscal year in the preceding decade.

Their criticism escalated in December 2025, when Dream Chasers called for the immediate resignation of Carver's entire Board of Directors, declaring it lacked credibility. The firm even urged regulators to intervene and delay Carver's planned delisting from the Nasdaq stock exchange, citing a need to protect shareholders.

A Community Bank at a Crossroads

This corporate clash comes at a critical time for Carver, an institution with a storied history and a vital community mission. Founded in Harlem in 1948 to serve residents and businesses denied access to mainstream financial services, Carver is a U.S. Treasury-designated Community Development Financial Institution (CDFI). It has built a reputation for reinvesting in its communities, boasting six consecutive "Outstanding" ratings under the Community Reinvestment Act.

This social mission, however, is set against a backdrop of severe financial headwinds. For its 2025 fiscal year, Carver reported a net loss of $13.74 million, a staggering 361% increase from the prior year's $3.0 million loss. Revenue fell by nearly 28% to $21.05 million. While the bank maintains capital levels that exceed the regulatory threshold to be considered 'well capitalized,' it has disclosed that it is not meeting its specific Individual Minimum Capital Ratio (IMCR) requirements and is working on a plan to do so.

The dispute with Dream Chasers highlights the inherent tension between an activist investor's focus on maximizing shareholder value and a CDFI's foundational commitment to community development, raising questions about whether these two objectives can coexist under a challenged financial framework.

Shareholder Activism Heats Up in Banking

The standoff at Carver is emblematic of a broader trend sweeping across the U.S. banking industry. Shareholder activism in the sector is on the rise, with 13 campaigns launched against banks in 2025 alone, up from 10 the year before. Smaller regional and community banks have become particularly attractive targets for activists.

These campaigns are often driven by a desire to force a sale of the bank, address perceived operational inefficiencies, or overhaul management and board composition to unlock value from what activists see as underperforming stock. While the heavily regulated nature of banking once provided a shield against such campaigns, activists have grown more sophisticated, and their success rate in winning board seats in the banking sector has been notably higher than in other industries.

The current impasse leaves Carver Bancorp in a precarious position. While its board has successfully used its bylaws to fend off a direct challenge at the upcoming annual meeting, the underlying issues of financial performance and shareholder discontent remain. The public nature of the dispute and the ongoing pressure from a significant investor create a cloud of uncertainty over the future leadership and strategic direction of this historic Harlem institution.