SCHEDULE: Activist Investor Detyga Takes 5.3% Stake in Carver Bancorp

Detyga LLC and Dennis D. Etzkorn have acquired a 5.3% stake in Carver Bancorp Inc., citing undervaluation and expressing strong opposition to the company's proposed delisting.

Summary

• Detyga LLC and Dennis D. Etzkorn (Reporting Persons) beneficially own 272,000 shares of Carver Bancorp Inc. common stock.
• This represents approximately 5.3% of the outstanding common stock, based on 5,095,254 shares as of August 12, 2025.
• The shares were acquired for approximately $495,860 using Detyga's working capital through open-market transactions.
• Reporting Persons believe Carver Bancorp's securities were undervalued and an attractive investment opportunity.
• They view the board's decision to delist shares as a serious breach of fiduciary duties.
• The delisting announcement has already led to a sharp decline in market value, with market capitalization falling by more than half.
• Detyga intends to request the Issuer postpone delisting and call a special shareholder meeting for a vote on the matter.
• Future actions may include acquiring/disposing shares, requesting special meetings, engaging with management/board/shareholders, and proposing changes to board composition.

Sentiment

Score: 3

Explanation: The filing expresses strong negative sentiment regarding the Issuer's recent actions (delisting) and its impact on shareholder value and liquidity, indicating significant dissatisfaction from a new major shareholder.

Positives

• An activist investor has identified the company as undervalued, potentially signaling future efforts to unlock shareholder value.
• The investor intends to advocate for shareholder rights, specifically regarding the proposed delisting.
• The investor supports initiatives to improve performance, strengthen the business, and create long-term value.

Negatives

• The company's board decision to delist shares is seen by the Reporting Persons as a serious breach of fiduciary duties.
• The proposed delisting has already led to a sharp decline in market value, with market capitalization falling by more than half.
• The delisting would further harm shareholders by making investments less liquid.

Risks

• The proposed delisting of shares could significantly reduce liquidity for shareholders.
• The delisting has already contributed to a substantial decline in the company's market capitalization.
• Potential for ongoing conflict between the activist investor and current management/board regarding strategic direction and corporate governance.

Future Outlook

The Reporting Persons intend to actively engage with Carver Bancorp's management and board, potentially requesting a special shareholder meeting to vote on the proposed delisting. They may also acquire more shares, dispose of existing shares, or propose changes to the board composition to enhance shareholder value, depending on the company's response and market conditions.

Management Comments

• The recent decision by the board of directors' of the Issuer to delist the Shares constitutes a serious breach of its fiduciary duties to act in the best interests of shareholders.
• The delisting has already led to a sharp decline in the market value of the Shares, with the Issuer's market capitalization falling by more than half in a short period following the announcement.
• The proposed delisting would further harm shareholders by making their investments less liquid.
• A decision of this magnitude should be submitted to shareholders for a vote.

Industry Context

This filing highlights a growing trend of shareholder activism in the financial services sector, particularly when companies undertake significant strategic decisions like delisting that can impact shareholder value and liquidity. Activist investors often target companies they perceive as undervalued or mismanaged, seeking to influence corporate governance and strategic direction.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased engagement and advocacy for shareholder rights, but also uncertainty regarding the delisting and its impact on liquidity and value. The delisting has already caused a significant market cap decline.
• Management/Board: Increased scrutiny and pressure from a significant shareholder regarding strategic decisions and fiduciary duties.

Next Steps

• Detyga intends to request that Carver Bancorp Inc. postpone any action on the delisting.
• Detyga intends to request Carver Bancorp Inc. call a special meeting of shareholders to vote on the delisting and deregistration.
• Detyga may encourage other shareholders to request such a meeting and express their views to the board.
• Reporting Persons may acquire additional shares or dispose of some or all shares.
• Reporting Persons may engage in further communications with management, the board, and other shareholders regarding management strategy.
• Reporting Persons may make recommendations or proposals concerning changes to the board of directors or other actions to enhance shareholder value.

Key Dates

Recommendation

While the activist investor's involvement could be a positive catalyst for unlocking value, the immediate negative impact of the delisting announcement, including a significant market cap decline and reduced liquidity, creates substantial uncertainty. The situation is fluid, with the investor intending to challenge management's decision. A 'hold' recommendation is appropriate until there is more clarity on the outcome of the proposed delisting and the effectiveness of the activist's efforts to influence corporate governance and strategic direction.

Keywords

Carver Bancorp Inc, Detyga LLC, Dennis D. Etzkorn, Schedule 13D, Shareholder Activism, Delisting, Corporate Governance, Undervalued Stock, Investment Opportunity, Shareholder Rights, Bank, Financial Services