PATHWARD FINANCIAL, INC. 8-K

What Happened

• Pathward Financial, Inc.’s Audit Committee selected KPMG LLP on December 23, 2025 to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026, and on the same day dismissed Crowe LLP, effective immediately. The Committee approved the change.
• Crowe’s audit reports for the consolidated financial statements for the fiscal years ended September 30, 2025 and 2024 were unmodified (no adverse opinion, disclaimer, or qualification). There were no disagreements with Crowe about accounting, disclosure, or audit scope during those years or through December 23, 2025.
• The filing discloses one exception: a material weakness in internal control over financial reporting that existed as of September 30, 2025 and 2024 related to the Company’s controls for evaluating technical accounting and financial reporting for certain consumer lending program agreements and the continued application of U.S. GAAP to those transactions. The Audit Committee discussed this with Crowe and authorized Crowe to respond to KPMG’s inquiries. Crowe’s letter dated December 30, 2025 is filed as Exhibit 16.1.

Key Details

• Appointment date: December 23, 2025; auditor for fiscal year ending September 30, 2026: KPMG LLP.
• Dismissed auditor: Crowe LLP, dismissal effective immediately on December 23, 2025.
• Crowe’s prior audit reports for FY2025 and FY2024: unmodified; no disagreements or reportable events except the disclosed material weakness.
• Material weakness: inadequate controls over accounting and reporting for certain consumer lending program agreements and application of U.S. GAAP (as of Sept 30, 2025 and 2024).

Why It Matters

• A change in independent auditor is a notable governance event; investors should note KPMG will audit fiscal 2026 results and may bring different audit procedures or focus areas.
• The disclosed material weakness signals a control deficiency in accounting for certain consumer lending arrangements, which could affect the Company’s financial reporting until remediated. Watch for management’s remediation plan and any impact on quarterly or annual reported results (revenues, loan accounting, or disclosures).
• No disagreements with the former auditor were reported, which reduces the likelihood of immediate controversy, but investors should monitor upcoming filings for audit adjustments, revised disclosures, or notes about remediation progress.