Registration statement under Securities Act of 1933



STYLE="font: 10pt Times New Roman, Times, Serif">










As filed with the Securities and Exchange Commission
on September 15, 2021






Registration No. 333-________
















UNITED STATES




SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549






FORM S-3






REGISTRATION STATEMENT UNDER


THE SECURITIES ACT OF 1933








Carver
Bancorp, Inc.









(Exact name of registrant as specified in its charter)







Delaware




(State or other jurisdiction of incorporation
or organization)







13-3904174





(I.R.S. Employer Identification No.)







75 West 125

th

Street, New York,
New York 10027, (718) 230-2900




(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)






Michael T. Pugh


President and Chief Executive Officer


75 West 125th Street




New York, New York 10027


(718) 230-2900



(Name, address, including zip code, and telephone
number, including area code, of agent for service)







Copies of all communications to:







Lawrence M.F. Spaccasi, Esq.




Marc P. Levy, Esq.




Gregory M. Sobczak, Esq.




Luse Gorman, PC




5335 Wisconsin Avenue, NW, Suite 780




Washington, D.C. 20015




(202) 274-2000







Approximate
date of commencement of proposed sale to the public:


From time to time after this Registration Statement becomes
effective.






If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.


¨





If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box.

x






If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.


¨






If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.


¨






If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.


¨






If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.


¨





Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

























Large
accelerated filer



¨



Accelerated
filer



¨



Non-accelerated
filer



¨





Smaller
reporting company



x




Emerging growth company


¨






If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.


¨






CALCULATION OF REGISTRATION FEE
































































































































































































Title of each Class of


Securities to be Registered


Amount


to be Registered(1)(2)



Proposed


Maximum


Offering Price


Per Unit(1)(2)



Proposed
Maximum


Aggregate


Offering Price(1)(2)(3)



Amount of Registration
Fee(3)


Common Stock, $0.01 par value per share

















Preferred Stock, $0.01 par value per share

















Debt Securities

















Depositary Shares(4)

















Warrants

















Purchase Contracts

















Units(5)

















Subscription Rights

















Total










$

75,000,000



$

8,183












(1)


Omitted pursuant to General Instruction
II.D of Form S-3 and Rule 457(o) promulgated under the Securities Act of 1933,
as amended (the “Securities Act”). The proposed amount to be registered, maximum
offering price per class of security and maximum aggregate offering price per class of security
will be determined from time to time by the registrant in connection with the issuance by
the registrant of the securities registered hereunder.












(2)


This registration statement covers
such indeterminate number of shares of common stock and preferred stock, such indeterminate
principal amount of depositary shares and such indeterminate amount of debt securities, warrants,
purchase contracts, units and subscription rights of Carver Bancorp, Inc., as having
an aggregate initial offering price not to exceed $75,000,000. The securities registered
hereunder are to be issued from time to time at prices to be determined. In addition, pursuant
to Rule 416 under the Securities Act, the shares being registered hereunder include
such indeterminate number of shares of common stock and preferred stock as may be issuable
with respect to the securities being registered hereunder as a result of stock splits, stock
dividends or similar transactions.












(3)


Calculated pursuant to Rule 457(o) promulgated
under the Securities Act, as amended.












(4)

Each depositary share will be evidenced by depositary receipts issued
pursuant to a deposit agreement. If the registrant elects to offer to the public whole or
fractional interests in shares of preferred stock registered hereunder, depositary receipts
will be distributed to those persons purchasing such interests and such shares will be issued
to the depositary under the deposit agreement.











(5)

Each unit will be issued under a unit agreement and will represent an
interest in two or more other securities, which may or may not be separable from one another.





The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.


































The information in this prospectus
is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange
Commission and has not yet been declared effective. The securities may not be sold until the registration statement has been declared
effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.






SUBJECT TO COMPLETION, DATED
SEPTEMBER 15, 2021






PROSPECTUS






$75,000,000











Common Stock




Preferred Stock




Debt Securities




Depositary Shares




Warrants




Purchase Contracts




Units




Subscription Rights

















We may offer and sell from time to time up to
$75.0 million, in one or more series, shares of our common stock; shares of our preferred stock; unsecured debt securities, which may
consist of notes, debentures, or other evidences of indebtedness; depositary shares; warrants to purchase other securities; units consisting
of any combination of the above securities; or subscription rights consisting of any combination of the above securities. This prospectus
provides you with a general description of the securities that may be offered. Each time we offer any securities pursuant to this prospectus,
we will provide you with a prospectus supplement, and, if necessary, a pricing supplement, that will describe the specific amounts, prices
and terms of the securities being offered. These supplements may also add, update or change information contained in this prospectus.
To understand the terms of the securities offered, you should carefully read this prospectus with the applicable supplements, which together
provide the specific terms of the securities we are offering.





Our common stock is traded on the Nasdaq Capital
Market under the symbol “CARV.”





This prospectus may be used to offer and sell
securities only if accompanied by the prospectus supplement and any applicable pricing supplement for those securities.






You should read this prospectus and any applicable
prospectus supplements carefully before you invest. Investing in our securities involves a high degree of risk. See the sections entitled
“Risk Factors,” on page 4 of this prospectus, in any prospectus supplement and in the documents we file with the Securities
and Exchange Commission that are incorporated in this prospectus by reference for certain risks and uncertainties you should consider.
















You should rely only on the information contained
or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not authorized anyone to provide you
with different information. You should not assume that the information in this prospectus or any applicable prospectus supplement is
accurate as of any date other than the date on the front of such documents. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.






These securities are not deposits or obligations
of a bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency.






Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined that this prospectus or any prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
















The date of this prospectus is _______________
               .























IMPORTANT
NOTICE ABOUT INFORMATION PRESENTED IN THIS


PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT






We may provide information to you about the securities
we offer in three separate documents that progressively provide more detail:













·


this
prospectus, which provides general information about Carver Bancorp, Inc. and the securities
being registered, some of which may not apply to your securities;












·


a
prospectus supplement, which describes the terms of a particular issuance of securities,
some of which may not apply to your securities and which may not include information relating
to the prices of the securities being offered; and












·


if necessary, a pricing
supplement, that describes the pricing terms of your securities.




If the terms of your securities
vary among the pricing supplement, the prospectus supplement and the prospectus, you should rely on the information in the following
order of priority:













·


the pricing supplement,
if any;












·


the prospectus supplement;
and












·


this prospectus.




We include cross-references in this prospectus
and the prospectus supplement to captions in these materials where you can find further related discussions. The following Table of Contents
and the Table of Contents included in the prospectus supplement provide the pages on which these captions are located.





Unless indicated in the applicable prospectus
supplement, we have not taken any action that would permit us to publicly sell these securities in any jurisdiction outside the United
States. If you are an investor outside the United States, you should inform yourself about and comply with any restrictions as to the
offering of the securities and the distribution of this prospectus.










i












TABLE OF CONTENTS













































































































Page



IMPORTANT NOTICE ABOUT INFORMATION PRESENTED
IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT




i



ABOUT THIS PROSPECTUS




1



WHERE YOU CAN FIND MORE INFORMATION




1



SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS




2



RISK FACTORS




4



OUR COMPANY




5



USE OF PROCEEDS




6



DESCRIPTION OF THE SECURITIES




6



Description of
Common Stock




6



Description of
Preferred Stock




8



Description of
Debt Securities




11



Description of Depositary Shares




20



Description of Warrants




23



Description of
Purchase Contracts




24



Description of Units




24



Description of
Subscription Rights




25



PLAN OF DISTRIBUTION




27



LEGAL OPINIONS




28



EXPERTS




28










ii















ABOUT
THIS PROSPECTUS






This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process.
Under this shelf registration process, we may offer and sell, from time to time, the common stock, preferred stock, debt securities,
depositary shares, warrants, purchase contracts, units or subscription rights consisting of a combination of any of the securities described
in this prospectus in one or more offerings, up to a total dollar amount of $75.0 million. This prospectus provides you with a general
description of the securities that we may offer. Each time we offer these securities, we will provide a prospectus supplement and, if
necessary, a pricing supplement, that will contain specific information about the terms of the offer. The prospectus supplement and any
pricing supplement may also add, update or change information contained in this prospectus. You should read this prospectus, the prospectus
supplement and any pricing supplement together with the additional information described under the heading

“Where You Can Find
More Information.”





This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is
a part, and you may obtain copies of those documents as described under the heading “

Where You Can Find More Information

.”





We have not authorized anyone to provide you with
any information or to make any representations other than those contained or incorporated by reference in this prospectus. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
in this prospectus and the documents incorporated by reference is accurate only as of their respective dates.





Unless otherwise indicated or
unless the context requires otherwise, all references in this prospectus to the “Company,” “Carver,” “we,”
“us,” “our” or similar references mean Carver Bancorp, Inc., and references to the “Bank” mean
Carver Federal Savings Bank.









WHERE
YOU CAN FIND MORE INFORMATION






We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s web site at

www.sec.gov

.





The SEC allows us to “incorporate by reference”
into this prospectus the information in documents we file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus and should
be read with the same care. When we update the information contained in documents that have been incorporated by reference, by making
future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated and
superseded. In other words, in all cases, if you are considering whether to rely on information contained in this prospectus or information
incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We
incorporate by reference the documents listed below (File No. 001-13007 except where stated), which are considered to be a part
of this prospectus:













·


our

Annual Report on Form 10-K for the year ended March 31, 2021, filed with the SEC on June 29, 2021

(including the
portions of our

Definitive Proxy Statement on Schedule 14A, filed with the SEC on July 26, 2021

, incorporated by reference therein);












·



our Quarterly Report on Form 10-Q filed with the SEC on  August 19, 2021

; and












·


the description of our common stock set forth in our registration statement on

Form 8-A filed with the SEC on October 4, 1996 (File No. 000-21487)

, as updated by

Exhibit 4.2 to our Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on August 6, 2020

, including any other amendment or reports filed for the purpose of updating such description.









1











All reports and other documents we subsequently
file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this offering, including all such
documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration
statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this
prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. The most recent information
that we file with the SEC automatically updates and supersedes older information. The information contained in any such filing will be
deemed to be a part of this prospectus, commencing on the date on which the document is filed.





Any documents incorporated by reference into this
prospectus are available without charge to you on the Internet at www.carverbank.com or if you call or write to: Isaac Torres, SVP, General
Counsel and Corporate Secretary, Carver Bancorp, Inc., 75 West 125th Street, New York, New York 10027, telephone: (212) 360-8860.
The reference to our website is not intended to be an active link and the information on our website is not, and you must not consider
the information to be, a part of this prospectus.






You should rely only on the information contained
or incorporated by reference in this prospectus and the applicable prospectus supplement. Neither we nor any underwriter or agent have
authorized anyone else to provide you with additional or different information. We may only use this prospectus to sell securities if
it is accompanied by a prospectus supplement. We are only offering these securities in jurisdictions where the offer is permitted. You
should not assume that the information in this prospectus or the applicable prospectus supplement or any document incorporated by reference
is accurate as of any date other than the dates of the applicable documents.









SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS






We make statements in this prospectus and the
documents incorporated into it by reference that are considered “forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include statements of goals; intentions and expectations; estimates of
risks and of future costs and benefits; assessments of probable loan losses; assessments of market risk; and statements of the ability
to achieve financial and other goals. Forward-looking statements are typically identified by words such as “would,” “should,”
“could,” “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements
are subject to numerous assumptions, risks and uncertainties which may change over time. Forward-looking statements speak only as of
the date they are made. We do not assume any duty and do not undertake to update our forward-looking statements. Because forward-looking
statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those
that we anticipated in our forward-looking statements and future results could differ materially from historical performance.





The following factors, among
others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking
statements:













·


the
effects of COVID-19, which includes, but is not limited to, the length of time that the pandemic
continues, the duration of restrictive orders and the potential imposition of restrictions
on businesses and travel in the future, the remedial actions and stimulus measures adopted
by federal, state, and local governments, the health of our employees and the inability of
employees to work due to illness, quarantine, or government mandates, the business continuity
plans of our customers and our vendors, the increased likelihood of cybersecurity risk, data
breaches, or fraud due to employees working from home, the ability of our borrowers to continue
to repay their loan obligations, and the effect of the pandemic on the general economy and
the business of our borrowers;









2



















·


the
ability of the Bank to comply with the Formal Agreement (“Agreement”) between
the Bank and the Office of the Comptroller of the Currency (the “OCC”), which
requires, among other matters, OCC approval prior to the Bank: (i) effecting any change
in its directors or senior executive officers, and (ii) declaring or paying any dividend
or making any other capital distribution, and the effect of the restrictions and requirements
of the Agreement on the Bank’s operations and financial performance;












·


the
ability of the Company to obtain approval from the Federal Reserve Bank of Philadelphia (the
“Federal Reserve Bank”) to distribute all future interest payments owed to the
holders of the Company’s subordinated debt securities;












·


the
limitations imposed on the Company by board resolutions which require, among other things,
written approval of the Federal Reserve Bank prior to the declaration or payment of dividends,
any increase in debt by the Company, or the redemption of Company common stock, and the effect
on operations and financial performance resulting from such limitations;












·


the
results of examinations by our regulators, including the possibility that our regulators
may, among other things, require us to increase our reserve for loan losses, write down assets,
change our regulatory capital position, limit our ability to borrow funds or maintain or
increase deposits, or further prohibit us from paying dividends, which could adversely affect
our dividends and earnings;












·


national
and/or local changes in economic conditions, which could occur from numerous causes, including
political changes, domestic and international policy changes, unrest, war and weather, or
conditions in the real estate, securities markets or the banking industry, which could affect
liquidity in the capital markets, the volume of loan originations, deposit flows, real estate
values, the levels of non-interest income and the amount of loan losses;












·


adverse
changes in the financial industry and the securities, credit, national and local real estate
markets (including real estate value);












·


changes
in our existing loan portfolio composition (including reduction in commercial real estate
loan concentration) and credit quality or changes in loan loss requirements;












·


changes
in the level of trends of delinquencies and write-offs and in our allowance and provision
for loan losses;












·


legislative
or regulatory changes that may adversely affect the Company’s business, which could
result in, among other things, increased deposit insurance premiums and assessments, capital
requirements, regulatory fees and compliance costs, and the resources we have available to
address such changes;












·


changes
in the level of government support of housing finance;












·


changes
to state rent control laws, which may impact the credit quality of multifamily housing loans;












·


our
ability to control costs and expenses;









3



















·


risks
related to a high concentration of loans to borrowers secured by property located in our
market area;












·


changes
in interest rates, which may reduce net interest margin and net interest income;












·


increases
in competitive pressure among financial institutions or non-financial institutions;












·


changes
in consumer spending, borrowing and savings habits;












·


technological
changes that may be more difficult to implement or more costly than anticipated;












·


changes
in deposit flows, loan demand, real estate values, borrowing facilities, capital markets
and investment opportunities, which may adversely affect our business;












·


changes
in accounting standards, policies and practices, as may be adopted or established by the
regulatory agencies or the Financial Accounting Standards Board, could negatively impact
the Company’s financial results;












·


litigation
or regulatory actions, whether currently existing or commencing in the future, which may
restrict our operations or strategic business plan;












·


the
ability to originate and purchase loans with attractive terms and acceptable credit quality;
and












·


the
ability to attract and retain key members of management, and to address staffing needs in
response to product demand or to implement business initiatives.




We provide greater detail regarding some of these
factors in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, including the section captioned

“Risk
Factors”

of those reports. Our forward-looking statements may also be subject to other risks and uncertainties, including those
that we may discuss elsewhere in other documents we file with the SEC from time to time.





You should not place undue reliance on these forward-looking
statements, which reflect our expectations only as of the date of this prospectus supplement. We do not assume any obligation to revise
forward-looking statements except as may be required by law.









RISK
FACTORS






Before making an investment decision, you should
carefully consider the risks described under

“Risk Factors”

in the applicable prospectus supplement and in our most
recent Annual Report on Form 10-K, and in our updates to those Risk Factors in our Quarterly Reports on Form 10-Q, together
with all of the other information appearing in this prospectus or incorporated by reference into this prospectus, the prospectus supplement
or any applicable pricing supplement, in light of your particular investment objectives and financial circumstances. In addition to those
risk factors, there may be additional risks and uncertainties of which management is not aware or focused on or that management deems
immaterial. Our business, financial condition or results of operations could be materially adversely affected by any of these risks.
The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.










4















OUR
COMPANY






Carver Bancorp, Inc., a Delaware corporation
(the “Company”), is the holding company for Carver Federal Savings Bank (“Carver Federal” or the “Bank”),
a federally chartered savings bank. The Company is headquartered in New York, New York. The Company conducts business as a unitary savings
and loan holding company, and the principal business of the Company consists of the operation of its wholly-owned subsidiary, Carver
Federal. Carver Federal was founded in 1948 to serve African-American communities whose residents, businesses and institutions had limited
access to mainstream financial services. The Bank remains headquartered in Harlem, New York, and predominantly all of its seven branches
and four stand-alone 24/7 ATM centers are located in low- to moderate-income neighborhoods. Many of these historically underserved communities
have experienced unprecedented growth and diversification of incomes, ethnicity and economic opportunity, after decades of public and
private investment.





Carver Federal is among the largest African-American
operated banks in the United States. The Bank remains dedicated to expanding wealth-enhancing opportunities in the communities it serves
by increasing access to capital and other financial services for consumers, businesses and non-profit organizations, including faith-based
institutions. A measure of its progress in achieving this goal includes the Bank’s fifth consecutive “Outstanding”
rating, issued by the “OCC” following its most recent Community Reinvestment Act (“CRA”) examination in January 2019.
The OCC found that a substantial majority of originated and purchased loans were within Carver Federal’s assessment area, and the
Bank has demonstrated excellent responsiveness to its assessment area’s needs through its community development lending, investing
and service activities. As of June 30, 2021, the Company’s assets, gross loans, deposits and stockholders’ equity totaled
$682.9 million, $488.3 million, $568.3 million and $51.7 million, respectively.





Carver Federal engages in a wide range of consumer
and commercial banking services.  The Bank provides deposit products, including demand, savings and time deposits for consumers,
businesses, and governmental and quasi-governmental agencies in its local market area within New York City.  In addition to
deposit products, Carver Federal offers a number of other consumer and commercial banking products and services, including debit cards,
online account opening and banking, online bill pay and telephone banking. Carver Federal also offers a suite of products and services
for unbanked and underbanked consumers, branded as Carver Community Cash. This includes check cashing, wire transfers, bill payment,
reloadable prepaid cards and money orders.





Carver Federal offers loan products covering a
variety of asset classes, including commercial and multifamily mortgages, and business loans.  The Bank finances mortgage and
loan products through deposits or borrowings.  Funds not used to originate mortgages and loans are invested primarily in U.S.
government agency securities and mortgage-backed securities.





The Bank’s primary market area for deposits
consists of the areas served by its seven branches in the Brooklyn, Manhattan and Queens boroughs of New York City.  The neighborhoods
in which the Bank’s branches are located have historically been low- to moderate-income areas. The Bank’s primary lending
market includes Kings, New York, Bronx and Queens Counties in New York City, and lower Westchester County, New York. Although the Bank’s
branches are primarily located in areas that were historically underserved by other financial institutions, the Bank faces significant
competition for deposits and mortgage lending in its market areas. Management believes that this competition has become more intense
as a result of increased examination emphasis by federal banking regulators on financial institutions’ fulfillment of their responsibilities
under the CRA. Carver Federal’s market area has a high density of financial institutions, many of which have greater financial
resources, name recognition and market presence, and all of which are competitors to varying degrees. The Bank’s competition for
loans comes principally from commercial banks, savings institutions and mortgage banking companies. The Bank’s most direct competition
for deposits comes from commercial banks, savings institutions and credit unions. Competition for deposits also comes from money market
mutual funds, corporate and government securities funds and financial intermediaries such as brokerage firms and insurance companies.
Many of the Bank’s competitors have substantially greater resources and offer a wider array of financial services and products.  This,
combined with competitors’ larger presence in the New York market, add to the challenges the Bank faces in expanding its current
market share and growing its near-term profitability.










5











Carver Federal’s 70-year
history in its market area, its community involvement and relationships, targeted products and services and personal service consistent
with community banking, help the Bank compete with competitors that have entered its market.





The Company’s administrative
offices are located at 1825 Park Avenue, New York, New York 10034. The home office of the Bank is located at 75 West 125th Street, New
York, New York 10027. The Company’s telephone number is (718) 230-2900.





Additional information about us and our subsidiaries
is included in documents incorporated by reference in this prospectus. See

“Where You Can Find More Information”

on
page 1 of this prospectus.









USE
OF PROCEEDS






The Company intends to use the
net proceeds from the sale of any securities offered under this prospectus in the manner and for the purposes set forth in the applicable
prospectus supplement, which may include general corporate purposes.









DESCRIPTION
OF THE SECURITIES






This prospectus contains a summary of the common
stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, units and subscription rights that may be offered
under this prospectus. The following summaries are not meant to be a complete description of each security. However, this prospectus,
the prospectus supplement and the pricing supplement, if applicable, contain the material terms and conditions for each security. You
should read these documents as well as the documents filed as exhibits to or incorporated by reference to this registration statement.
Capitalized terms used in this prospectus that are not defined will have the meanings given them in these documents.








Description of Common
Stock





We are authorized to issue 10,000,000 shares of
common stock, par value $0.01 per share. As of June 30, 2021, we had 3,473,565 shares of common stock outstanding. As of June 30,
2021, there were also 6,600 stock options outstanding under our equity compensation plans.

Our
common stock is listed on the Nasdaq Capital Market under the symbol “

CARV

.”






Dividends





The payment of dividends is within the discretion
of our board of directors, subject to applicable regulatory restrictions. On October 29, 2010, our board of directors announced
that, based on highly uncertain economic conditions and the desire to preserve capital, the Company was suspending payment of the quarterly
cash dividend on the common stock, and has not paid a dividend since that time. Additionally, there are limitations imposed on the Company
by board resolutions which require, among other things, written approval of the Federal Reserve Bank prior to the declaration or payment
of dividends, any increase in debt by the Company, or the redemption of Company common stock, and the effect on operations resulting
from such limitations. We may not pay any dividends on our Common Stock if we do not simultaneously pay equivalent dividends on all outstanding
shares of preferred stock.






The

Board
of Governors of the Federal Reserve System (“FRB”)

has issued a policy statement providing
that dividends should be paid only out of current earnings and only if the holding company’s prospective rate of earnings retention
is consistent with its capital needs, asset quality and overall financial condition. Federal regulatory guidance also provides for prior
regulatory consultation with respect to capital distributions in certain circumstances such as where the holding company’s net
income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the
holding company’s overall rate or earnings retention is inconsistent with its capital needs and overall financial condition.










6












Voting Rights





Our stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders, except that if any stockholder holds more than 10% of our outstanding
voting stock, that stockholder is entitled to only 1/100 of a vote for each share held in excess of 10% of our outstanding voting stock

.

Our stockholders

elect the Company’s board of directors and act on other matters that
are required to be presented to them under Delaware law or that are otherwise presented to them by the board of directors. Each holder
of common stock is entitled to one vote per share and does not have any right to cumulate votes in the election of directors. If the
Company issues shares of preferred stock, holders of the preferred stock may also possess voting rights.






Liquidation






In
the event of liquidation, dissolution or winding up of the Company, the holders of its common stock would be entitled to receive, after
payment or provision for payment of all its debts and liabilities, all of the assets of the Company available for distribution. If preferred
stock is issued, the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.






No Preemptive Rights






Holders
of the common stock of the Company are not entitled to preemptive rights with respect to any shares that may be issued.






Other Rights






Holders
of the common stock of the Company

have no conversion, preemptive or other subscription rights and there are no sinking fund or
redemption provisions applicable to

our common stock

. All of the outstanding shares of common
stock are fully paid and non-assessable.






Certain Anti-Takeover Provisions





Our Certificate of Incorporation,
as amended (the “Certificate”) provides for a classified board of directors serving staggered three-year terms, which may
make it more difficult for stockholders to elect a majority to our board of directors. In addition, directors may not be removed by stockholders
except for cause and only upon the approval of 80% of the total votes eligible to be cast. Our Certificate also provides that a stockholder
who owns more than 10% of our outstanding voting stock is entitled to cast 1/100

th

of a vote
with respect to each such share held in excess of 10% of our outstanding voting stock.





We are prohibited, under certain circumstances,
from engaging in a “business combination” with:













·


a
stockholder who owns 10% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”);












·


an
affiliate of an interested stockholder; or












·


an
associate of an interested stockholder,




for two years following the date that the stockholder
became an interested stockholder. A “business combination” includes a merger or sale of more than 5% of our assets. However,
the above provisions do not apply if:













·


the
business combination is approved by our stockholders by an affirmative vote of at least 80%
of the total votes eligible to be cast and by at least 50% of the total number of votes eligible
to be cast by persons other than the interested stockholder and affiliates and associates
of the interested stockholder; or









7



















·


the
business combination is approved by a majority of directors who are not affiliates of, associates
of, or otherwise affiliated with the interested stockholder and who were members of the board
of directors prior to the time that the interested stockholder became an interested stockholder
(or who were recommended by a majority of such directors in office at the time of their nominations),
and the business combination satisfies certain requirements as to the fairness of consideration
to stockholders other than the interested stockholder.




These provisions of our Certificate could prohibit
or delay mergers or other change in control attempts, and thus may discourage attempts to acquire us. Furthermore, because we are a savings
and loan holding company, any transaction involving a change of control is subject to regulatory review and approval.






Transfer Agent





The transfer agent for our common stock is American
Stock Transfer & Trust Company, LLC.








Description of Preferred
Stock





The following summary contains a description of
the general terms of the preferred stock that we may issue pursuant to this prospectus. The specific terms of any series of preferred
stock will be described in the prospectus supplement relating to that series of preferred stock. The terms of any series of preferred
stock may differ from the terms described below. You should read the particular terms of any series of preferred stock we offer in any
prospectus supplement relating to such series, together with the more detailed provisions of our Certificate and the certificate of designation
with respect to each particular series of preferred stock, which will be filed as an exhibit to a document incorporated by reference
into this prospectus. The prospectus supplement also will state whether any of the terms summarized below do not apply to the series
of preferred stock being offered.






General





We are authorized to issue up
to 2,000,000 shares of preferred stock, par value $0.01 per share. As of June 30, 2021, we had 24,678 shares of preferred stock
issued and outstanding.





Our Certificate permits our board of directors
to authorize the issuance of preferred stock in one or more series, without additional approval of the holders of our common stock or
preferred stock. The board of directors can establish the number of shares to be included in each such series, and fix the preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption
of the shares of each such series.





Prior to the issuance of any series of preferred
stock, the board will adopt resolutions creating and designating the series as a series of preferred stock and certificate of designation
setting forth the preferences, rights, limitations and other terms of such series will be filed with the Secretary of State with the
State of Delaware. The preferred stock will, when issued, be fully paid and non-assessable.





The preferred stock will have the dividend, liquidation,
redemption and voting rights stated in this section unless the applicable prospectus supplement indicates otherwise. You should
read the applicable prospectus supplement relating to the particular series of the preferred stock being offered for specific terms,
including:













·


the title, stated value
and liquidation preferences of the preferred stock and the number of shares offered;












·


the initial public offering
price at which the preferred stock will be issued;












·


the dividend rate(s) (or
method of calculation), the dividend periods, the dates on which dividends will be payable
and whether these dividends will be cumulative or non-cumulative and, if cumulative,
the dates at which the dividends will begin to cumulate;












·


any redemption or sinking
fund provisions; and









8



















·


any additional dividend,
liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations
and restrictions.




In addition, unless the applicable prospectus
supplement indicates otherwise, we will have the right to “reopen” a previous issue of a series of preferred stock by issuing
additional preferred stock of such series.





We may, at our option, with respect to any series
of the preferred stock, elect to offer fractional interests in shares of preferred stock, which we call depositary shares. See “Description
of Depositary Shares” below.






Rank





With
respect to the payment of dividends and the priority of payments upon liquidation, winding up and dissolution, unless otherwise specified
in the applicable prospectus supplement, each series of preferred stock generally will rank senior to all classes of common stock and
equally with each other series of preferred stock. The rights of holders of shares of each series of preferred stock will be subordinate
to those of our general creditors.






Dividends





The holders of the preferred stock of each series
will be entitled to receive cash dividends out of funds legally available, when, as and if declared by the board of directors, at the
rates and on the dates stated in the applicable prospectus supplement. These rates may be fixed or variable. If the dividend rate is
variable, the applicable prospectus supplement will describe the formula used to determine the dividend rate for each dividend period.
We will pay dividends to the holders of record as they appear on our stock books on the applicable record dates. Unless the applicable
prospectus supplement indicates otherwise, dividends on any series of preferred stock will be cumulative.





The board will not declare and pay a dividend
on any of our stock ranking as to dividends, equal with or junior to the preferred stock unless full dividends on the preferred stock
have been declared and paid (or declared and sufficient money set aside for payment).





Until dividends are paid in full or declared and
set aside for payment on any series of preferred stock ranking equal with the preferred stock as to dividends:













·


we will declare all
dividends pro rata among the preferred stock of each series, so that the amount of dividends
declared per share on each series will have the same relationship to each other that accrued
dividends per share on each series of preferred stock and other preferred stock bear to each
other;












·


other than the pro rata
dividends, we will not declare or pay or set aside for payment dividends, or declare or make
any other distribution on any security ranking junior to or equal with the preferred stock
offered under this prospectus as to dividends or at liquidation (except dividends or distributions
paid for in shares of, or options, warrants or rights to subscribe or purchase shares of
securities ranking junior to or equal with the preferred stock as to dividends and at liquidation);
and












·


we will not redeem,
purchase or otherwise acquire for any consideration (or have any monies paid to or set aside
in a sinking fund) any securities ranking junior to or equal with the preferred stock as
to dividends or at liquidation (except by conversion into or exchange for our stock that
ranks junior to the preferred stock as to dividends and at liquidation).




We will not pay interest, or money in lieu of
interest, for any dividend payments on any series of the preferred stock that are in arrears.










9












Rights Upon Liquidation





If we voluntarily or involuntarily liquidate,
dissolve or wind up our business, the holders of shares of each series of preferred stock and any other securities that have rights equal
to that series of preferred stock under these circumstances, will be entitled to receive out of our assets that are available for distribution
to stockholders:













·


liquidation distributions
in the amount stated in the applicable prospectus supplement; and












·


all
accrued and unpaid dividends (whether or not earned or declared), before any distribution
to holders of common stock or of any securities ranking junior to the series of preferred
stock.




Neither the sale of all or any part of our property
and business, nor our merger into or consolidation with any other corporation, nor the merger or consolidation of any other corporation
with or into us, will be deemed to be a dissolution, liquidation or winding up.





If our assets are insufficient to pay all amounts
to which holders of preferred stock are entitled, we will make no distribution on the preferred stock or on any other securities ranking
equal to the preferred stock unless we make a pro rata distribution to those holders. After we pay the full amount of the liquidation
distribution to which the holders are entitled, the holders will have no right or claim to any of our remaining assets.





Because we are a holding company, our rights,
the rights of our creditors and of our stockholders, including the holders of the preferred stock offered by this prospectus, to participate
in the assets of any subsidiary upon the subsidiary’s liquidation or recapitalization may be subject to the prior claims of the
subsidiary’s creditors except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary.






Redemption





A series of the preferred stock
may be redeemable, in whole or in part, at our option, and may be subject to mandatory redemption under a sinking fund or otherwise as
described in the applicable prospectus supplement. The preferred stock that we redeem will be restored to the status of authorized
but unissued shares of preferred stock that we may issue in the future.





If a series of preferred stock
is subject to mandatory redemption, the applicable prospectus supplement will specify the number of shares that we will redeem in each
year and the redemption price per share together with an amount equal to all accrued and unpaid dividends on those shares to the redemption
date. The applicable prospectus supplement will state whether the redemption price can be paid in cash or other property. If
the redemption price is to be paid only from the net proceeds of issuing our capital stock, the terms of the series of preferred stock
may provide that, if the capital stock has not been issued or if the net proceeds are not sufficient to pay the full redemption price
then due, the shares relating to series of the preferred stock will automatically and mandatorily be converted into shares of our capital
stock under the conversion provisions of the applicable prospectus supplement.





If fewer than all of the outstanding shares of
any series of the preferred stock are to be redeemed, the redemption will be made in a manner that the board of directors decides is
equitable.





Unless we default in the payment of the redemption
price, dividends will cease to accrue after the redemption date on shares of preferred stock called for redemption and all rights of
holders of such shares will terminate except for the right to receive the redemption price.






Voting Rights





Holders of preferred stock generally will not
have voting rights except in certain limited circumstances, although the board of directors may provide voting rights for any newly created
series of preferred stock. The holders of shares of preferred stock will have no voting rights, except as otherwise stated in the applicable
prospectus supplement; as otherwise stated in the applicable certificate of designation establishing such series; or as required by applicable
law.










10











Under FRB regulations, if the holders of any series
of preferred stock become entitled to vote for the election of directors, that series may then be considered a class of voting securities. 
A holder of 25% or more of a series may then be subject to regulation as a bank holding company under the BHCA.  In addition, at
the time that the series are deemed a class of voting securities, any bank holding company may be required to obtain the prior approval
of the FRB in order to acquire more than 5% of that series and any person other than a bank holding company may be required to obtain
the approval of the FRB to acquire 10% or more of that series.






Conversion or Exchange Rights





The terms on which shares of preferred stock of
any series may be converted into or exchanged for another class or series of securities will be described in the applicable prospectus
supplement.






Transfer Agent





The transfer agent, registrar, dividend disbursing
agent and redemption agent for shares of each series of preferred stock will be named in the prospectus supplement relating to such series.








Description of Debt
Securities





We have summarized below general terms and conditions
of the debt securities that we will offer and sell pursuant to this prospectus. When we offer to sell a particular series of debt securities,
we will describe the specific terms and conditions of the series in a prospectus supplement to this prospectus. We will also indicate
in the applicable prospectus supplement whether the general terms and conditions described in this prospectus apply to the series of
debt securities. The terms and conditions of the debt securities of a series may be different in one or more respects from the terms
and conditions described below. If so, those differences will be described in the applicable prospectus supplement.





We will issue the debt securities in one or more
series under either a senior indenture or a subordinated indenture, in each case between us and a trustee as identified in the applicable
prospectus supplement. The following description of provisions of the indentures does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the indentures, each of which has been filed with the SEC as an exhibit to the registration
statement of which this prospectus forms a part. A form of each debt security, any future supplemental indenture or similar document
also will be so filed. You should read the indentures and any supplemental indenture or similar document because they, and not this description,
define your rights as holder of our debt securities. All capitalized terms have the meanings specified in the indentures.





For purposes of this section of this prospectus,
references to “we,” “us” and “our” are to Carver Bancorp, Inc. and not to any of its subsidiaries.






General





We may issue, from time to time, debt securities,
in one or more series, that will consist of either senior debt (“Senior Debt Securities”) or subordinated debt (“Subordinated
Debt Securities”). Debt securities, whether senior or subordinated, may be issued as convertible debt securities or exchangeable
debt securities.





Neither indenture limits the amount of debt securities
that we may issue. We may, without the consent of the holders of the debt securities of any series, issue additional debt securities
ranking equally with, and otherwise similar in all respects to, the debt securities of the series (except for any differences in the
issue price and, if applicable, the initial interest accrual date and interest payment date) so that those additional debt securities
will be consolidated and form a single series with the debt securities of the series previously offered and sold; provided that if the
additional debt securities are not fungible with the debt securities of the series previously offered or sold for U.S. federal income
tax purposes, the additional debt securities will have a separate CUSIP or other identifying number.










11











The indentures provide that we may issue debt
securities up to the principal amount that we may authorize and may be in any currency or currency unit designated by us. Except for
the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indentures, the terms of
the indentures do not contain any covenants or other provisions designed to afford holders of any debt securities protection with respect
to our operations, financial condition or transactions involving us.





We may issue the debt securities issued under
the indentures as “discount securities,” which means they may be sold at a discount below their stated principal amount.
These debt securities, as well as other debt securities that are not issued at a discount, may, for U.S. federal income tax purposes,
be treated as if they were issued with “original issue discount,” because of interest payment and other characteristics.
Special U.S. federal income tax considerations applicable to debt securities issued with original issue discount will be described in
more detail in any applicable prospectus supplement.






Provisions of the Indentures





The applicable prospectus supplement for a series
of debt securities that we issue will describe, among other things, the following terms of the offered debt securities:













·


the designation of the
debt securities;












·


the price(s), expressed
as a percentage of the principal amount, at which we will sell the debt securities;












·


any limit on the aggregate
principal amount of the debt securities;












·


the date(s) when
principal payments are due on the debt securities;












·


the interest rate(s) on
the debt securities, which may be fixed or variable, per annum or otherwise, and the method
used to determine the rate(s), the dates on which interest will begin to accrue and be payable,
and any regular record date for the interest payable on any interest payment date;












·


the currency or currencies
of payment of principal or interest;












·


the place(s) where
principal of, premium and interest on the debt securities will be payable;












·


provisions
governing redemption of the debt securities, including any redemption or purchase requirements
pursuant to any sinking fund or analogous provisions or at the option of a holder of debt
securities, and the redemption price and other detailed terms and provisions of such repurchase
obligations;












·


the denominations in
which the debt securities will be issued, if other than minimum denominations of $1,000
and any integral multiple in excess thereof;












·


whether the debt securities
will be issued in the form of certificated debt securities or global debt securities;












·


the portion of the principal
of the debt securities payable upon declaration of acceleration of the maturity date, if
other than the entire principal amount;












·


any additional or modified
events of default from those described in this prospectus or in the indenture and any change
in the acceleration provisions described in this prospectus or in the indenture;












·


any additional or modified
covenants from those described in this prospectus or in the indenture with respect to the
debt securities; and









12






















·


any depositaries, interest
rate calculation agents, exchange rate calculation agents or other agents with respect to
the debt securities.




The applicable prospectus supplement will set
forth certain U.S. federal income tax considerations for holders of any debt securities and the securities exchange or quotation system
on which any debt securities are listed or quoted, if any.





Debt securities issued by us will be structurally
subordinated to all indebtedness and other liabilities of our subsidiaries, except to the extent any such subsidiary guarantees or is
otherwise obligated to make payment on such debt securities.






Senior Debt Securities





Payment of the principal of, and premium, if any,
and interest on, Senior Debt Securities will rank on a parity with all of our other unsecured and unsubordinated debt. Senior Debt Securities
will be issued under the senior debt indenture.






Subordinated Debt Securities





Payment of the principal of, and premium, if any,
and interest on, Subordinated Debt Securities will be subordinated and junior in right of payment to the prior payment in full of all
of our unsubordinated debt. We will set forth in the applicable prospectus supplement relating to any Subordinated Debt Securities the
subordination terms of such securities as well as the aggregate amount of outstanding indebtedness, as of the most recent practicable
date, that by its terms would be senior to the Subordinated Debt Securities. We will also set forth in such prospectus supplement limitations,
if any, on issuance of additional debt ranking senior to the Subordinated Debt Securities. Subordinated Debt Securities will be issued
under the subordinated debt indenture.






Conversion or Exchange Rights





Debt securities may be convertible into or exchangeable
for other securities or property of ours. The terms and conditions of conversion or exchange will be set forth in the applicable prospectus
supplement. The terms will include, among others, the following:













·


the conversion or exchange
price;












·


the conversion or exchange
period;












·


provisions regarding
our ability or the ability of the holder to convert or exchange the debt securities;












·


events requiring adjustment
to the conversion or exchange price; and












·


provisions affecting
conversion or exchange in the event of our redemption of the debt securities.





Consolidation, Merger or Sale





The indentures provide that we may not consolidate
with or merge with or into, or sell or convey all or substantially all of our assets to any person, firm or corporation, unless:













·


we are the surviving
corporation or the successor corporation (if not us) is a corporation organized and validly
existing under the laws of any United States domestic jurisdiction and expressly assumes,
by a supplemental indenture, our obligations on the debt securities and under such indenture;









13



















·


immediately after giving
effect to such transaction, we, or the successor corporation, are not in default in the performance
of any covenant or condition under the indenture; and












·


we have complied with
our obligations to deliver certain documentation to the applicable trustee, including an
officers’ certificate and opinion of counsel each stating that such proposed transaction
and any supplemental indenture comply with such indenture.





Events of Default





For any series of debt securities, in addition
to any event of default described in the prospectus supplement applicable to that series, an event of default will include the following
events:













·


default in the payment
when due of principal of any debt security of that series;












·


default in the payment
when due of any sinking or analogous fund payment in respect of any debt security of that
series;












·


default in the payment
when due of any interest on any debt securities of that series, and continuance of such default
for a period of 90 days (unless we deposit the entire amount of such payment with the trustee
or with a paying agent prior to the expiration of a 30-day period);












·


default in the performance
or breach of any other covenant or agreement in the indenture that applies to such series,
which default continues for a period of 90 days after we have received written notice of
the failure to perform in the manner specified in the indenture;












·


certain events of bankruptcy,
insolvency or reorganization involving us or our material subsidiaries; and












·


any other event of default
provided in the applicable resolution of our board of directors or the officers’ certificate
or supplemental indenture under which we issue such series of debt securities.




An event of default for a particular series of
debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the indentures.





If an event of default with respect to any outstanding
debt securities occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series may, by written notice to us (and to the trustee if given by the holders), accelerate the payment of the
principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified
in the terms of that series) of on all debt securities of that series. Following acceleration, payments on our subordinated debt securities,
if any, will be subject to the subordination provisions described above under “Subordinated Debt Securities.” At any time
after acceleration with respect to debt securities of any series, but before the trustee has obtained a court judgment or decree for
payment of the amounts due, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind
and annul the acceleration of all events of default. The prospectus supplement relating to any series of debt securities that are discount
securities will contain particular provisions relating to acceleration of a portion of the principal amount of such discount securities
upon the occurrence of an event of default.






Obligations of the Trustee





The indentures provide that the trustee will be
under no obligation to exercise any rights or powers under such indenture at the request of any holder of outstanding debt securities
unless the trustee is indemnified against any costs, liability or expense.










14












Remedies





Subject to certain rights of the trustee, the
holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee
with respect to the debt securities of that series.





No holder of any debt security may institute any
proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under
the indenture, unless:













·


such holder has previously
given written notice to the trustee of a continuing event of default with respect to the
debt securities of that series;












·


the holders of not less
than 25% in aggregate principal amount of the outstanding debt securities of that series
have made written request to the trustee to institute proceedings in respect of such event
of default in its own name as trustee under the indenture;












·


such holder or holders
have offered to the trustee indemnity against the costs, expenses and liabilities to be incurred
in complying with such request;












·


the trustee for 60 days
after its receipt of such notice, request, and offer of indemnity has failed to institute
any such proceeding; and












·


no direction inconsistent
with such written request has been given to the trustee during such 60-day period by the
holders of a majority in aggregate principal amount of the outstanding debt securities of
that series.




Notwithstanding the foregoing, the holder of any
debt security will have an absolute and unconditional right to receive payment of the principal of, premium and any interest on that
debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.





Under the indentures, we must furnish the trustee
a statement as to compliance with such indenture within 120 days after the end of our fiscal year (beginning with the fiscal year ending
immediately following the execution of such indenture). The indentures provide that, other than with respect to payment defaults, the
trustee may withhold notice to the holders of debt securities of any series of a default or event of default if it in good faith determines
that withholding notice is in the interests of the holders of those debt securities.






Registered Global Securities





We may issue the debt securities of a series in
whole or in part in the form of one or more fully registered global securities that we will deposit with a depositary or with a nominee
for a depositary identified in the applicable prospectus supplement and registered in the name of such depositary or nominee. In such
case, we will issue one or more registered global securities denominated in an amount equal to the aggregate principal amount of all
of the debt securities of the series to be issued and represented by such registered global security or securities.





Unless and until it is exchanged in whole or in
part for debt securities in definitive registered form, a registered global security may not be transferred except as a whole:













·


by the depositary for
such registered global security to its nominee,












·


by a nominee of the
depositary to the depositary or another nominee of the depositary, or












·


by the depositary or
its nominee to a successor of the depositary or a nominee of the successor.









15











The prospectus supplement relating to a series
of debt securities will describe the specific terms of the depositary arrangement with respect to any portion of such series represented
by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for debt securities:













·


ownership of beneficial
interests in a registered global security will be limited to persons that have accounts with
the depositary for the registered global security, those persons being referred to as “participants,”
or persons that may hold interests through participants;












·


upon the issuance of
a registered global security, the depositary for the registered global security will credit,
on its book-entry registration and transfer system, the participants’ accounts with
the respective principal amounts of the debt securities represented by the registered global
security beneficially owned by the participants;












·


any dealers, underwriters,
or agents participating in the distribution of the debt securities will designate the accounts
to be credited; and












·


ownership of any beneficial
interest in the registered global security will be shown on, and the transfer of any ownership
interest will be effected only through, records maintained by the depositary for the registered
global security (with respect to interests of participants) and on the records of participants
(with respect to interests of persons holding through participants).




The laws of some states may require that certain
purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons
to own, transfer or pledge beneficial interests in registered global securities.





So long as the depositary for a registered global
security, or its nominee, is the registered owner of the registered global security, the depositary or the nominee, as the case may be,
will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under
the indenture.





Except as set forth below, owners of beneficial
interests in a registered global security:













·


will not be entitled
to have the debt securities represented by a registered global security registered in their
names;












·


will not receive or
be entitled to receive physical delivery of the debt securities in the definitive form; and












·


will not be considered
the owners or holders of the debt securities under the indenture.




Accordingly, each person owning a beneficial interest
in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is
not a participant, on the procedures of a participant through which the person owns its interest, to exercise any rights of a holder
under the indenture.





We understand that under existing industry practices,
if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any
action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize
the participants holding the relevant beneficial interests to give or take the action, and those participants would authorize beneficial
owners owning through those participants to give or take the action or would otherwise act upon the instructions of beneficial owners
holding through them.





We will make payments of principal and premium,
if any, and interest, if any, on debt securities represented by a registered global security registered in the name of a depositary or
its nominee to the depositary or its nominee, as the case may be, as the registered owners of the registered global security. None of
us, the trustee or any other agent of us or the trustee will be responsible or liable for any aspect of the records relating to, or payments
made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any
records relating to the beneficial ownership interests.










16











We expect that the depositary for any debt securities
represented by a registered global security, upon receipt of any payments of principal and premium, if any, and interest, if any, in
respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate
to their respective beneficial interests in the registered global security as shown on the records of the depositary. We also expect
that standing customer instructions and customary practices will govern payments by participants to owners of beneficial interests in
the registered global security held through the participants, as is now the case with the securities held for the accounts of customers
in bearer form or registered in “street name.” We also expect that any of these payments will be the responsibility of the
participants.





If the depositary for any debt securities represented
by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered
under the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary, we
will issue the debt securities in definitive form in exchange for the registered global security. In addition, we may at any time and
in our sole discretion decide not to have any of the debt securities of a series represented by one or more registered global securities.
In such event, we will issue debt securities of that series in a definitive form in exchange for all of the registered global securities
representing the debt securities. The trustee will register any debt securities issued in definitive form in exchange for a registered
global security in such name or names as the depositary, based upon instructions from its participants, instructed to the trustee.






Defeasance of Debt Securities and Certain Covenants in Certain
Circumstances







Legal Defeasance






We may deposit with the trustee, in trust, cash
or U.S. government securities in an amount that, through the payment of interest and principal in accordance with their terms, will provide,
not later than one day before the due date of any payment of money, an amount in cash that is sufficient to make all payments of principal
and interest on, and any mandatory sinking fund payments in respect of, the debt securities of that series on the due dates for such
payments in accordance with the terms of the indenture and those debt securities. If we make such a deposit, unless otherwise provided
under the applicable series of debt securities, we will be discharged from any and all obligations in respect of the debt securities
of such series (except for obligations relating to the transfer or exchange of debt securities and the replacement of stolen, lost or
mutilated debt securities and relating to maintaining paying agencies and the treatment of funds held by paying agents and certain rights
of the trustee and our obligations with respect thereto). However, this discharge may occur only if, among other things, we have delivered
to the trustee a legal opinion stating that we have received from, or there has been published by, the U.S. Internal Revenue Service
a ruling or, since the date of execution of the indenture, there has been a change in the applicable U.S. federal income tax law, in
either case to the effect that, and, based thereon confirming that, the holders of the debt securities of that series will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax
on the same amounts and in the same manner and at the same times as would have been the case if such defeasance had not occurred.







Defeasance of Certain Covenants






Under the indentures (and unless otherwise provided
by the terms of the applicable series of debt securities), upon making the deposit and delivering the legal opinion described in “Legal
Defeasance” above, we will not need to comply with certain covenants set forth in the indentures, as well as any additional covenants
that may be set forth in the applicable prospectus supplement, and any such noncompliance will not constitute a default or an event of
default with respect to the debt securities of that series, or covenant defeasance.







Covenant Defeasance and Events of Default






If we exercise our option to effect covenant defeasance
with respect to any series of debt securities and the debt securities of that series are declared due and payable because of the occurrence
of any event of default, the amounts on deposit with the trustee will be sufficient to pay amounts due on the debt securities of that
series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities of that series at the
time of the acceleration resulting from the event of default. We will remain liable for those payments.










17












Satisfaction and Discharge





We may discharge our obligations under either
indenture and the debt securities of a series (except for certain surviving rights of the trustee and our obligations in connection therewith)
if: (a) all outstanding debt securities of that series and all other outstanding debt securities issued under such indenture (i) have
been delivered for cancellation, or (ii) (1) have become due and payable, (2) will become due and payable at their stated
maturity within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the trustee for
the giving of notice and redemption by the trustee (and in the case of clauses (1), (2) and (3), we have deposited with the trustee
an amount sufficient to pay and discharge the principal of (and premium, if any), and interest on all outstanding debt securities and
any other sums due on the stated maturity date or redemption date, as the case may be); (b) we have paid all other sums payable
by us under such indenture; and (c) we have delivered an officers’ certificate and opinion of counsel confirming compliance
with all conditions precedent relating to the satisfaction and discharge of the indenture.






Amendments to the Indentures





Each indenture provides that we and the trustee
may enter into supplemental indentures without the consent of the holders of debt securities:













·


to evidence the succession
of a corporation to the Company, or successive successors, as obligor under the indenture
and the assumption by any such successor of the covenants, agreements and obligations of
the Company in the indenture and in the debt securities;












·


to add to the covenants
of the Company such further covenants, restrictions, conditions or provisions as its board
of directors consider to be for the protection of the holders of the debt securities and
to make the occurrence, or the occurrence and continuance, of a default in any of such additional
covenants, restrictions, conditions or provisions an event of default permitting the enforcement
of all or any of the several remedies provided in the indenture, with such period of grace,
if any, and subject to such conditions as such supplemental indenture may provide;












·


to establish any series
of debt securities and the form or terms of the debt securities of a series, including, without
limitation, subordination provisions and any conversion or exchange provisions applicable
to the debt securities that are convertible into or exchangeable for other securities or
property and any deletions from or additions or changes to the indenture in connection therewith;












·


to add any additional
events of default with respect to all or any series of debt securities;












·


to supplement any of
the provisions of the indenture to such extent as will be necessary to permit or facilitate
the defeasance, covenant defeasance and/or satisfaction and discharge of any series of outstanding
debt securities, provided that any such action will not adversely affect the interests of
any holder of an outstanding debt security of such series or any other security in any material
respect;












·


to add or change any
of the provisions of the indenture to such extent as is necessary to permit or facilitate
the issuance of debt securities, registrable or not registrable as to principal;












·


to add or change provisions
with respect to conversion or exchange rights of holders of debt securities of any series;












·


in the case of any series
of debt securities that are convertible into or exchangeable for commodities or for the securities
of the Company, to safeguard or provide for the conversion or exchange rights, as the case
may be, of such debt securities in the event of any reclassification or change of outstanding
securities or any merger, consolidation, statutory share exchange or combination of the Company
with or into another person or any sale, lease, assignment, transfer, disposition or other
conveyance of all or substantially all of the properties and assets of the Company to any
other person or other similar transactions, if expressly required by the terms of such series
of debt securities;









18



















·


to add to, delete from
or revise the conditions, limitations or restrictions on issue, authentication and delivery
of debt securities of any series;












·


to modify, eliminate
or add to the provisions of the indenture to such extent as is necessary to effect the qualification
of the indenture under the Trust Indenture Act of 1939, or under any similar federal statute
hereafter enacted, and to add to the indenture such other provisions as may be expressly
permitted by the Trust Indenture Act of 1939, excluding certain provisions thereof;












·


to modify, eliminate
or add to the provisions of the indenture, if the change or elimination (i) becomes
effective only when there are no debt securities outstanding of any series created prior
to execution of such supplemental indenture that is entitled to the benefit of such provision
or (ii) will not apply to the any debt securities outstanding at the time of such change
or elimination;












·


to conform the indenture
or the debt securities to the description thereof in the related prospectus, offering memorandum
or disclosure document (as provided in an officers’ certificate delivered to the trustee);












·


to cure any ambiguity
or to correct or supplement any provision in the indenture or in any supplemental indenture
that may be defective or inconsistent with any other provision contained in the indenture
or supplemental indenture;












·


to add guarantees with
respect to, or to secure, any series of debt security;












·


to evidence and provide
for the acceptance and appointment by a successor trustee or facilitate the administration
of the trust under the indenture by more than one trustee; or












·


to make any change that
does not adversely affect the rights of any holder of debt securities of any series issued
under the indenture.




Each indenture also provides that we and the trustee
may, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of
all series of Senior Debt Securities or Subordinated Securities, as the case may be, then outstanding and affected thereby (voting as
one class), add any provisions to, or change in any manner, eliminate in any way the provisions of, the indenture or supplemental indenture
or modify in any manner the rights of the holders of the debt securities. We and the trustee may not, however, without the consent of
the holder of each outstanding debt security affected thereby:













·


extend the fixed maturities
of any outstanding debt securities or reduce the principal amount or premium, if any, or
reduce the rate or extend the time of payment of interest;












·


reduce the percentage
in aggregate principal amount of the outstanding debt securities, the consent of whose holders
is required to amend or supplement the indenture or any supplemental indenture;












·


modify the subordination
provisions in a manner adverse to the holders of such debt securities; or












·


make any change to provisions
of the indenture to remove any of the limitations in this paragraph upon us or the trustee.





Concerning the Trustee





The indentures limit the right of the trustee,
should it become a creditor of ours, to obtain payment of claims or secure its claims. The trustee is permitted to engage in certain
other transactions. However, if the trustee acquires any conflicting interest, and there is a default under the debt securities of any
series for which it is trustee, the trustee must eliminate the conflict or resign.










19












No Individual Liability of Directors, Officers, Employees or Stockholders





The indentures provide that none of our directors,
officers, employees or stockholders will have any liability for any of our obligations under the debt securities or the indentures or
for any claim based on, in respect of or by reason of such obligations or their creation. Each holder of debt securities by accepting
a debt security waives and releases all such liability. The waiver and release will be part of the consideration for the issue of the
debt securities.






Governing Law





The indentures and the debt securities will be
governed by, and construed in accordance with, the laws of the State of New York.








Description of Depositary
Shares






General





We may, at our option, elect to offer depositary
shares, which represent an interest in fractional shares of preferred stock, rather than full shares of preferred stock. If we do, we
will issue to the public receipts, called depositary receipts, for depositary shares, each of which will represent a fraction, to be
described in the prospectus supplement, of a share of a particular series of preferred stock.





The shares of any series of preferred stock represented
by depositary shares will be deposited with a depositary named in the prospectus supplement. Unless otherwise provided in the prospectus
supplement, each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in a share of preferred
stock represented by the depositary share, to all the rights and preferences of the preferred stock represented by the depositary share.
Those rights include dividend, voting, redemption, conversion and liquidation rights.






Dividends and Other Distributions





The depositary will distribute all cash dividends
or other cash distributions received in respect of the preferred stock to the record holders of depositary shares in proportion to the
numbers of depositary shares owned by those holders.





If there is a distribution other than in cash,
the depositary will distribute property received by it to the record holders of depositary shares, unless the depositary determines that
it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, sell the property and distribute
the net proceeds from the sale to the holders.






Withdrawal of Stock





Unless the related depositary shares have been
previously called for redemption, upon surrender of the depositary receipts at the office of the depositary, the holder of the depositary
shares will be entitled to delivery, at the office of the depositary to or upon his or her order, of the number of whole shares of the
preferred stock and any money or other property represented by the depositary shares. If the depositary receipts delivered by the holder
evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred
stock to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number
of depositary shares. In no event will the depositary deliver fractional shares of preferred stock upon surrender of depositary receipts.










20












Redemption of Depositary Shares





Whenever we redeem shares of preferred stock held
by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing shares of the
preferred stock so redeemed, so long as we have paid in full to the depositary the redemption price of the preferred stock to be redeemed
plus an amount equal to any accumulated and unpaid dividends on the preferred stock to the date fixed for redemption. The redemption
price per depositary share will be equal to the redemption price and any other amounts per share payable on the preferred stock multiplied
by the fraction of a share of preferred stock represented by one depositary share. If less than all the depositary shares are to be redeemed,
the depositary shares to be redeemed will be selected by lot or pro rata or by any other equitable method as may be determined by the
depositary.





After the date fixed for redemption, depositary
shares called for redemption will no longer be deemed to be outstanding and all rights of the holders of depositary shares will cease,
except the right to receive the moneys payable upon redemption and any money or other property to which the holders of the depositary
shares were entitled upon redemption upon surrender to the depositary of the depositary receipts evidencing the depositary shares.






Voting the Depositary Shares





Upon receipt of notice of any meeting at which
the holders of the preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting
to the record holders of the depositary receipts relating to that preferred stock. The record date for the depositary receipts relating
to the preferred stock will be the same date as the record date for the preferred stock. Each record holder of the depositary shares
on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares
of preferred stock represented by that holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote
the number of shares of preferred stock represented by the depositary shares in accordance with those instructions, and we will agree
to take all action that may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not
vote any shares of preferred stock except to the extent it receives specific instructions from the holders of depositary shares representing
that number of shares of preferred stock.






Charges of Depositary





We will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary in connection with the
initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer
and other taxes and governmental charges and such other charges as are expressly provided in the deposit agreement to be for their accounts.






Resignation and Removal of Depositary





The depositary may resign at any time by delivering
to us notice of its election to do so, and we may remove the depositary at any time. Any resignation or removal of the depositary will
take effect upon our appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed
within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office
in the United States and having a combined capital and surplus of at least $50,000,000.






Notices





The depositary will forward to holders of depositary
receipts all notices, reports and other communications, including proxy solicitation materials received from us, which are delivered
to the depositary and that we are required to furnish to the holders of the preferred stock.










21












Limitation of Liability





Neither we nor the depositary will be liable if
either of us is prevented or delayed by law or any circumstance beyond our control in performing our obligations. Our obligations and
those of the depositary will be limited to performance in good faith of our and their duties thereunder. We and the depositary will not
be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity
is furnished. We and the depositary may rely upon written advice of counsel or accountants, on information provided by persons presenting
preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be
genuine.










22














Description
of Warrants





We may issue warrants to purchase debt securities,
common stock, preferred stock or depositary shares. We may offer warrants separately or together with one or more additional warrants,
debt securities, common stock, preferred stock or depositary shares, or any combination of those securities in the form of units, as
described in the appropriate prospectus supplement. If we issue warrants as part of a unit, the accompanying prospectus supplement will
specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date. Below
is a description of certain general terms and provisions of the warrants that we may offer. Further terms of the warrants will be described
in the prospectus supplement.





The applicable prospectus supplement will contain,
where applicable, the following terms of and other information relating to the warrants:













·


the specific designation
and aggregate number of, and the price at which we will issue, the warrants;












·


the currency or currency
units in which the offering price, if any, and the exercise price are payable;












·


the date on which the
right to exercise the warrants will begin and the date on which that right will expire or,
if you may not continuously exercise the warrants throughout that period, the specific date
or dates on which you may exercise the warrants;












·


any applicable anti-dilution
provisions;












·


any applicable redemption
or call provisions;












·


the circumstances under
which the warrant exercise price may be adjusted;












·


whether the warrants
will be issued in fully registered form or bearer form, in definitive or global form or in
any combination of these forms, although, in any case, the form of a warrant included in
a unit will correspond to the form of the unit and of any security included in that unit;












·


any applicable material
United States federal income tax consequences;












·


the identity of the
warrant agent for the warrants and of any other depositaries, execution or paying agents,
transfer agents, registrars or other agents;












·


the proposed listing,
if any, of the warrants or any securities purchasable upon exercise of the warrants on any
securities exchange;












·


the designation and
terms of the debt securities, preferred stock, depositary shares or common stock purchasable
upon exercise of the warrants;












·


the designation, aggregate
principal amount, currency and terms of the debt securities that may be purchased upon exercise
of the warrants;












·


if applicable, the designation
and terms of the debt securities, preferred stock, depositary shares or common stock with
which the warrants are issued and the number of warrants issued with each security;












·


if applicable, the date
from and after which the warrants and the related debt securities, preferred stock, depositary
shares or common stock will be separately transferable;









23



















·


the principal amount
of debt securities, the number of shares of preferred stock, the number of depositary shares
or the number of shares of common stock purchasable upon exercise of a warrant and the price
at which those shares may be purchased;












·


if applicable, the minimum
or maximum amount of the warrants that may be exercised at any one time;












·


information with respect
to book-entry procedures, if any;












·


whether the warrants
are to be sold separately or with other securities as parts of units; and












·


any additional terms
of the warrants, including terms, procedures and limitations relating to the exchange and
exercise of the warrants.







Description of Purchase
Contracts





We may issue purchase contracts, including purchase
contracts issued as part of a unit with one or more other securities, for the purchase or sale of our debt securities, preferred stock,
depositary shares or common stock. The price of our debt securities or price per share of common stock, preferred stock or depositary
shares, as applicable, may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula
contained in the purchase contracts. We may issue purchase contracts in such amounts and in as many distinct series as we wish.





The applicable prospectus supplement may contain,
where applicable, the following information about the purchase contracts issued under it:













·


whether the purchase
contracts obligate the holder to purchase or sell, or both, our debt securities, common stock,
preferred stock or depositary shares, as applicable, and the nature and amount of each of
those securities, or method of determining those amounts;












·


whether the purchase
contracts are to be prepaid or not;












·


whether the purchase
contracts are to be settled by delivery, or by reference or linkage to the value, performance
or level of our common stock;












·


any acceleration, cancellation,
termination or other provisions relating to the settlement of the purchase contracts;












·


United States federal
income tax considerations relevant to the purchase contracts; and












·


whether the purchase
contracts will be issued in fully registered global form.




The applicable prospectus supplement will describe
the terms of any purchase contracts. The preceding description and any description of purchase contracts in the applicable prospectus
supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the purchase contract agreement
and, if applicable, collateral arrangements and depositary arrangements relating to such purchase contracts.








Description of Units





We may issue units comprised of two or more of
the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held
or transferred separately, at any time or at any time before a specified date.










24











The applicable prospectus supplement may describe:













·


the designation and
terms of the units and of the securities comprising the units, including whether and under
what circumstances those securities may be held or transferred separately;












·


any provisions for the
issuance, payment, settlement, transfer or exchange of the units or of the securities comprising
the units;












·


the terms of the unit
agreement governing the units;












·


United States federal
income tax considerations relevant to the units; and












·


whether the units will
be issued in fully registered or global form.




The preceding description and any description
of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by
reference to the form of unit agreement which will be filed with the SEC in connection with the offering of such units, and, if applicable,
collateral arrangements and depositary arrangements relating to such units.








Description of Subscription
Rights





The following briefly summarizes the general provisions
of subscription rights to purchase additional shares of our common stock, any series of preferred stock or debt securities, which we
may issue. The specific terms of any subscription rights, including the period during which the subscriptions rights may be exercised,
the manner of exercising such subscription rights, and the transferability of subscription rights, will be disclosed in the applicable
prospectus supplement.






General





We may distribute subscription rights, which may
or may not be transferable, to the holders of our common stock, holders of any series of our preferred stock or holders of our debt securities
as of a record date set by our board of directors, at no cost to such holders. Each holder will be given the right to purchase a specified
number of whole shares of our common stock, preferred stock or debt securities for every share of our common stock, share of a series
of preferred stock, or our debt securities that the holder thereof owned on such record date, as set forth in the applicable prospectus
supplement. The subscription rights will be evidenced by subscription rights certificates, which may be in definitive or book-entry form.
Each right will entitle the holder to purchase shares of our common stock, a series of preferred stock or our debt securities at a rate
and price to be established by our board of directors, as set forth in the applicable prospectus supplement. If holders of rights wish
to exercise their subscription rights, they must do so before the expiration date of the subscription rights offering, as set forth in
the applicable prospectus supplement. Upon the expiration date, the subscription rights will expire and will no longer be exercisable,
unless, in our sole discretion prior to the expiration date, we extend the subscription rights offering.






Exercise Price





Our board of directors will determine the exercise
price or prices for the subscription rights based upon a number of factors, including, without limitation, our business prospects; our
capital requirements; the price or prices at which an underwriter or standby purchasers may be willing to purchase securities that remain
unsold in the subscription rights offering; and general conditions in the securities markets, especially for securities of financial
institutions.





The subscription price may or may not reflect
the actual or long-term fair value of the common stock, preferred stock or debt securities offered in the subscription rights offering.
We provide no assurances as to the market values or liquidity of any subscription rights issued, or as to whether or not the market prices
of the common stock, preferred stock or debt securities subject to the subscription rights will be more or less than the subscription
rights’ exercise price during the term of the rights or after the rights expire.










25












Exercising Rights; Fees and Expenses





The manner of exercising subscription rights will
be set forth in the applicable prospectus supplement. Any subscription agent or escrow agent will be set forth in the applicable prospectus
supplement. We will pay all fees charged by any subscription agent and escrow agent in connection with the distribution and exercise
of subscription rights. Subscription rights holders will be responsible for paying all other commissions, fees, taxes or other expenses
incurred in connection with their transfer of subscription rights that are transferable. Neither we nor the subscription agent will pay
such expenses.






Expiration of Rights





The applicable prospectus supplement will set
forth the expiration date and time (“Expiration Date”) for exercising subscription rights. If holders of subscription rights
do not exercise their subscription rights prior to such time, their subscription rights will expire and will no longer be exercisable
and will have no value.





We will extend the Expiration Date as required
by applicable law and may, in our sole discretion, extend the Expiration Date. If we elect to extend the Expiration Date, we will issue
a press release announcing such extension prior to the scheduled Expiration Date.






Withdrawal and Termination





We may withdraw the subscription rights offering
at any time prior to the Expiration Date for any reason. We may terminate the subscription rights offering, in whole or in part, at any
time before completion of the subscription rights offering if there is any judgment, order, decree, injunction, statute, law or regulation
entered, enacted, amended or held to be applicable to the subscription rights offering that in the sole judgment of our board of directors
would or might make the subscription rights offering or its completion, whether in whole or in part, illegal or otherwise restrict or
prohibit completion of the subscription rights offering. We may waive any of these conditions and choose to proceed with the subscription
rights offering even if one or more of these events occur. If we terminate the subscription rights offering, in whole or in part, all
affected rights will expire without value, and all subscription payments received by the subscription agent will be returned promptly
without interest.






Rights of Subscribers





Holders of subscription rights will have no rights
as holders with respect to our common stock, preferred stock or debt securities for which the rights may be exercised until they have
exercised their rights by payment in full of the exercise price and in the manner provided in the applicable prospectus supplement, and
such common stock, preferred stock or debt securities, as applicable, have been issued to such persons. Holders of subscription rights
will have no right to revoke their subscriptions or receive their monies back after they have completed and delivered the materials required
to exercise their subscription rights and have paid the exercise price to the subscription agent. All exercises of rights will be final
and cannot be revoked by the holder of rights.






Regulatory Limitations





We will not be required to issue any person or
group of persons shares of our common stock, preferred stock or debt securities pursuant to the subscription rights offering if, in our
sole opinion, such person would be required to give prior notice to or obtain prior approval from, any state or federal governmental
authority to own or control such securities if, at the time the rights offering is scheduled to expire, such person has not obtained
such clearance or approval in form and substance reasonably satisfactory to us.






Standby Agreements





We may enter into one or more separate agreements
with one or more standby underwriters or other persons to purchase, for their own account or on our behalf, our common stock, preferred
stock or debt securities not subscribed for in the subscription rights offering. The terms of any such agreements will be described in
the applicable prospectus supplement.










26















PLAN
OF DISTRIBUTION






We may sell our securities through underwriters
or dealers, directly to one or more purchasers, through agents or dealers, or through any combination thereof.





Each time that we use this prospectus to sell
our securities, we will also provide a prospectus supplement that contains the specific terms of the offering. The prospectus supplement
will set forth the terms of the offering of such securities, including:













·


the name or names of
any underwriters, dealers or agents and the type and amounts of securities underwritten or
purchased by each of them;












·


the public offering
price of the securities and the proceeds to us and any discounts, commissions or concessions
allowed or reallowed or paid to dealers; and












·


any public offering
price and any discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.




Any public offering prices, discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.





If underwriters are used in the sale of any securities,
the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities
may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters.
Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. The underwriters
will be obligated to purchase all of the securities if they purchase any of the securities.





We may sell the securities through agents from
time to time. The prospectus supplement will name any agent involved in the offer or sale of our securities and any commissions we pay
to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.





To the extent that we make sales to or through
one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a distribution agreement between
us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will issue and sell shares
of our common stock to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During
the term of any such agreement, we may sell shares on a daily basis in exchange transactions or otherwise as we agree with the underwriters
or agents. The distribution agreement will provide that any shares of our common stock sold will be sold at prices related to the then
prevailing market prices for our common stock. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid
cannot be determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement,
we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock
or other securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this
prospectus. If any underwriter or agent acts as principal, or broker dealer acts as underwriter, it may engage in certain transactions
that stabilize, maintain or otherwise affect the price of our securities. We will describe any such activities in the prospectus supplement
relating to the transaction.





We may authorize underwriters, dealers or agents
to solicit offers by certain purchasers to purchase our securities at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject
only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions or discounts
we pay for solicitation of these contracts.










27











Agents and underwriters may be entitled to indemnification
by us against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribution with
respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may be customers
of, engage in transactions with, or perform services for us in the ordinary course of business.





We may enter into derivative transactions with
third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable
prospectus supplement indicates in connection with those derivatives then the third parties may sell securities covered by this prospectus
and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by
us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received
from us in settlement of those derivatives to close out any related open borrowings of securities. The third party in such sale transactions
will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment).









LEGAL
OPINIONS






The validity of the securities offered hereby
will be passed upon for us by Luse Gorman, PC, Washington, DC. Any underwriters will also be advised about the validity of the securities
and other legal matters by their own counsel, which will be named in the applicable prospectus supplement.









EXPERTS






The consolidated financial statements as of March 31,
2021 and 2020 and for each of the two years in the period ended March 31, 2021 incorporated by reference in this prospectus have
been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated herein
by reference, given on the authority of said firm as experts in auditing and accounting.










28












PART II


INFORMATION NOT REQUIRED IN THE PROSPECTUS






Item 14. Other Expenses of Issuance and Distribution.






The
following is an itemized statement of the estimated fees and expenses in connection with the issuance and distribution of the securities
registered hereby:


























































































Securities and Exchange Commission registration
fee


$

8,183


FINRA filing fee




*



Stock exchange listing fees




*



Accounting fees and expenses




*



Legal fees and expenses




*



Blue Sky expenses




*



Printing expenses




*



Rating Agency fees




*



Trustee's expenses




*



Transfer agent fees and expenses




*



Miscellaneous expenses




*



Total



$


*























*


Estimated
expenses are not presently known.





Item 15. Indemnification of Directors and
Officers.








Certificate
of Incorporation.



Articles IX and X of the Certificate of Incorporation of the Company set forth circumstances under which
directors, officers, employees and agents of the Company may be insured or indemnified against liability which they incur in their capacities
as such.






Article IX. Limitation
of Director Liability





A director
of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or limitation thereof is expressly prohibited by the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended.





Any amendment, termination
or repeal of this Article IX or any provisions hereof shall not adversely affect or diminish in any way any right or protection
of a director of the Corporation existing with respect to any act or omission occurring prior to the time of the final adoption of such
amendment, termination or repeal.





In
addition to any requirements of law or of any other provisions of this Certificate of Incorporation, the affirmative vote of the holders
of not less than eighty percent (80%) of the total number of votes eligible to be cast by the holders of all outstanding shares of Capital
Stock entitled to vote thereon shall be required to amend, alter, rescind or repeal any provision of this Article IX.









II-1












Article X.    Indemnification







Section 1.
Actions, Suits or Proceedings Other than by or in Right of the Corporation


. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, the Corporation shall indemnify any person who is or was or has agreed to become a director
or officer of the Corporation who was or is made a party to or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or by reason
of any action alleged to have been taken or omitted in such capacity, and the Corporation may indemnify any other person who is or was
or has agreed to become an employee or agent of the Corporation who was or is made a party to or is threatened to made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal or administrative or investigative (other than an
action by or in the right of the Corporation) by reason of the fact that he or she is or was or has agreed to become an employee or agent
of the Corporation, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or
on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if he or she acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed
to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that
his or her conduct was unlawful. Notwithstanding anything contained in this Article X, but subject to Section 7 hereof, the
Corporation shall not be obligated to indemnify any director or officer in connection with an action, suit or proceeding, or part thereof,
initiated by such person against the Corporation unless such action, suit or proceeding, or part thereof, was authorized or consented
to by the Board of Directors.







Section 2.
Actions or Suits by or in the Right of the Corporation


. To the fullest extent permitted by the General Corporation Law of
the State of Delaware, the Corporation shall indemnify any person who is or was or has agreed to become a director or officer of the
Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was or has agreed to become
a director or officer of the Corporation, or by reason of any action alleged to have been taken or omitted in such capacity, and the
corporation may indemnify any other person who is or was or has agreed to become an employee or agent of the Corporation who was or is
made a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that he or she is or was or has agreed to become an employee or agent of the
Corporation, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including
attorneys’ fees) actually and reasonably incurred by him or her or on his or her behalf in connection with defense or settlement
of such action or suit and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the Corporation, except no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court
of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication
of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
costs, charges and expenses which the Court of Chancery or such other court shall deem proper. Notwithstanding anything contained in
this Article X, but subject to Section 7 hereof, the corporation shall not be obligated to indemnify any director of officer
in connection with an action or suit, or part thereof, initiated by such person against the Corporation unless such action or suit, or
part thereof, was authorized or consented to by the Board of Directors.







Section 3.
Indemnification for Costs, Charges and Expenses of a Successful Party


. To the extent that a director, officer, employee or
agent of the Corporation has been successful, on the merits or otherwise (including, without limitation, the dismissal of an action without
prejudice), in defense of any action, suit or proceeding referred to in Section 1 or 2 of this Article X, or in defense of
any claim, issue or matter therein, such person shall be indemnified against all costs, charges and expenses (including attorneys’
fees) actually and reasonably incurred by such person or on such person’s behalf in connection therewith.







Section 4.
Indemnification for Expenses of a Witness


. To the extent that any person who is or was or has agreed to become a director
or officer of the Corporation is made a witness to any action, suit or proceeding to which he or she is not a party by reason of the
fact that he or she was, is or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, a the written
request of the Corporation, such person shall be indemnified against all costs, charges and expenses actually and reasonably incurred
by such person or on such person’s behalf in connection therewith.









II-2











To
the extent that any person who is or was or has agreed to become an employee or agent of the Corporation is made a witness to any action,
suit or proceeding to which he or she is not a party by reason of the fact that he or she was, is or has agreed to become an employee
or agent of the Corporation, or is or was serving or has agreed to serve as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, at the written request of the Corporation, such person may be indemnified against
all costs, charges and expenses actually and reasonably incurred by such person or on such person’s behalf in connection herewith.





*  *  
*







Section 6.
Advancement of Costs, Charges and Expenses


. Costs, charges and expenses (including attorneys’ fees) incurred by or on
behalf of a director or officer in defending a civil or criminal action, suit or proceeding referred to in Section 1 or 2 of this
Article X shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however,
that the payment of such costs, charges and expenses incurred by or on behalf of a director or officer in advance of the final disposition
of such action, suit or proceeding shall be made only upon receipt of a written undertaking by or on behalf of the director or officer
to repay all amounts so advanced in the event that it shall ultimately be determined that such director or officer is not entitled to
be indemnified by the Corporation as authorized in this Article X or by law. No security shall be required for such undertaking
and such undertaking shall be accepted without reference to the recipient’s financial ability to make repayment. The majority of
the directors who were not parties to such action, suit or proceeding may, upon approval of such director or officer of the Corporation,
authorize the Corporation’s counsel to represent such person, in any action, suit or proceeding, whether or not the Corporation
is a party to such action, suit or proceeding.





*  *  
*







Section 9.
Other Rights; Continuation of Right to Indemnification; Individual Contracts


. The indemnification and advancement of costs,
charges and expenses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which
those persons seeking indemnification or advancement of costs, charges and expenses may be entitled under law (common or statutory) or
by any Bylaw, agreement, policy of indemnification insurance or vote of stockholders or directors or otherwise, both as to action in
his or her official capacity and as to action in any other capacity while holding office, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of the legatees, heirs, distributes, executors and administrators
of such person. Nothing contained in this Article X shall be deemed to prohibit the Corporation from entering into, and the Corporation
is specifically authorized to enter into, agreements with directors, officers, employees and agents providing indemnification rights
and procedures different from those set forth herein. All rights to indemnification under this Article X shall be deemed to be a
contract between the Corporation and each director, officer, employee or agent of the Corporation who serves or served in such capacity
at any time while this Article X is in effect.





*  *  
*







Section 11.
Insurance


. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or
was a director, officer, employee or agent of the Corporation against any costs, charges or expenses, liability or loss incurred by such
person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such
person against such costs, charges or expenses, liability or loss under the Certificate of Incorporation or applicable law; provided,
however, that such insurance is available on acceptable terms as determined by the Board. To the extent that any director, officer, employee
or agent is reimbursed by an insurance company under an indemnification insurance policy for any costs, charges, expenses (including
attorney’s fees), judgments, fines and amounts paid in settlement to the fullest extent permitted by any applicable portion of
this Article X, the Bylaws, any agreement, the policy or indemnification insurance or otherwise, the Corporation shall not be obligated
to reimburse the person to be indemnified in connection with such proceeding.









II-3

















Delaware
Law




. Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation or another enterprise if serving at the request of the corporation. Depending on the character
of the proceeding, a corporation may indemnify against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in
good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. In the case of an action by
or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine that, despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent a director
or officer of a corporation has been successful on the merits or in the defense of any action, suit or proceeding referred to above,
or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.







The underwriting agreement to be entered into
in connection with an offering of the securities will contain provisions which indemnify the officers and directors of Carver Bancorp, Inc.
in certain circumstances.





It is the opinion of the Securities and Exchange
Commission that indemnification of directors and officers for liabilities arising under the Securities Act is against public policy and
is unenforceable pursuant to Section 14 of the Securities Act.






Item 16. Exhibits.





The following is
a list of exhibits filed as part of the Registration Statement:












1.1

Form of Underwriting Agreement for any Offering of Securities*












3.1



Certificate
of Incorporation of Carver Bancorp, Inc. (Incorporated herein by reference to Registration
Statement No. 333-5559 on Form S-4 of the Registrant filed with the Securities
and Exchange Commission on June 7, 1996)













3.2



Certificate
of Amendment to the Certificate of Incorporation of Carver Bancorp, Inc. (Incorporated
herein by reference to Exhibit 3.1 to the Registrant's Report on Form 8-K filed
with the Securities and Exchange Commission filed on November 1, 2011)













3.3



Second
Amended and Restated Bylaws of Carver Bancorp, Inc.  (Incorporated herein by reference
to the Exhibits to the Registrant's Report on Form 8-K filed with the Securities and
Exchange Commission on December 19, 2007.













3.4



Certificate
of Designation for Mandatorily Convertible Non-Voting Participating Preferred Stock Series C
and Convertible Non-Cumulative Non-Voting Participating Preferred Stock, Series D of
Carver Bancorp, Inc. (Incorporated herein by reference to Exhibit 10.1 to
the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission
filed on February 22, 2021)














3.5





Certificate
of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series E,
par value $0.01 per share


(Incorporated herein by reference to Exhibit 3.1
to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission
filed on February 1, 2021)















3.6




Certificate
of Amendment of Certificate of Designations of Non-Cumulative Non-Voting Participating Preferred
Stock, Series E, par value $0.01 per share Incorporated herein by reference to
Exhibit 3.2 to the Registrant's Report on Form 8-K filed with the Securities and
Exchange Commission filed on February 1, 2021














3.7




Certificate
of Designations of Non-Cumulative Non-Voting Participating Preferred Stock, Series F,
par value $0.01 per share (Incorporated herein by reference to Exhibit 3.1 to the Registrant's
Report on Form 8-K filed with the Securities and Exchange Commission filed on February 22,
2021)
















II-

4





















4.1





Stock
Certificate of Carver Bancorp, Inc. (


Incorporated
herein by reference to Registration Statement No. 333-5559 on Form S-4 of the Registrant
filed with the Securities and Exchange Commission on June 7, 1996)















4.2

Form of Preferred Stock Certificate*












4.3



Form of Indenture for Senior Debt Securities













4.4



Form of Indenture for Subordinated Debt Securities












4.5

Form of Articles Supplementary for a Series of Preferred Stock*











4.6

Form of Deposit Agreement for Depositary Shares (including Form of
Depositary Share Certificate)*











4.7

Form of Warrant Agreement (including Form of Warrant Certificate)*











4.8

Form of Purchase Contract Agreement*











4.9

Form of Unit Agreement*











4.10

Form of Subscription Rights Agreement (including form of rights
certificate)*












5.1



Opinion of Luse Gorman, PC














23.1





Consent
of

BDO USA, LLP













23.2



Consent of Luse Gorman, PC (included in Exhibit 5.1)













24.1



Power of Attorney (contained on signature page of this filing)












25.1

Form T-1 Statement of Eligibility of the trustee under the Indenture
for Senior Debt Securities**











25.2

Form T-1 Statement of Eligibility of the trustee under the
Indenture for Subordinated Debt Securities**























*

To be filed by amendment or incorporated by reference to a Current Report
on Form 8-K.












**


To
be subsequently filed, when appropriate, pursuant to Section 305(b)(2) of the Trust
Indenture Act of 1939, as amended.















II-

5













Item 17. Undertakings.







The undersigned Registrant hereby undertakes:





(1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:





(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;





(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and





(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the
registration statement;







Provided,
however,


that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.





(2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.





(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.





(4)  That, for purposes of determining liability under the Securities
Act of 1933 to any purchaser:





(i) Each prospectus filed by the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and





(ii) Each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Provided, however

, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
















II-

6












(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:





(i) Any preliminary prospectus or prospectus of the
registrant relating to the offering required to be filed pursuant to Rule 424;





(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the registrant or used or referred to by the undersigned registrant;





(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and





(iv) Any other communication that is an offer in the
offering made by the registrant to the purchaser.





(6) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.





(7) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.





(8)

To file an application
for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trustee Indenture
Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture
Act.














II-

7

















SIGNATURES





Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on September 15, 2021.



















































CARVER BANCORP, INC.











By:



/s/

Michael T. Pugh






Michael T. Pugh





President and Chief Executive Officer





(Duly Authorized Representative)
















POWER OF ATTORNEY





We, the undersigned directors and officers of
Carver Bancorp, Inc. (the “Company”), hereby severally constitute and appoint

Michael
T. Pugh

, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which
said

Michael T. Pugh

may deem necessary or advisable to enable the Company to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with
this registration statement on Form S-3 relating to the offering of the Company’s securities, including specifically, but
not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any
and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said

Michael
T. Pugh

shall do or cause to be done by virtue thereof.





Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the date
indicated.



























































































































Signatures




Title




Date








/s/Michael T.
Pugh




President, Chief Executive Officer and
Director (Principal Executive Officer)




September 15, 2021



Michael T. Pugh
















/s

Christina
L. Maier





First Senior Vice
President and


Chief Financial Officer (Principal
Financial and Accounting Officer)




September 15, 2021



Christina L. Maier
















/s/

Lewis
P. Jones III





Chairman




September 15, 2021



Lewis P. Jones III
















/s/

Steven C. Bussey




Director




September 15, 2021



Steven C. Bussey



















































































































































































/s/

Colvin W. Grannum




Director




September 15,
2021



Colvin W. Grannum

















/s/

Pazel
G. Jackson, Jr.





Director




September 15, 2021



Pazel G. Jackson, Jr.












/s/

Jillian
E. Joseph





Director




September 15, 2021



Jillian E. Joseph

















/s/

Kenneth
J. Knuckles





Director




September 15, 2021



Kenneth J. Knuckles

















/s/

Craig
C. MacKay





Director




September 15, 2021



Craig C. MacKay

















/s/

Janet
L. Rollé





Director




September 15, 2021



Janet L. Rollé




















The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Entry into a Material Definitive - Sept. 30, 2021
Carver: Annual Meeting Of Shareholders September 17, 2021 Nasdaq: Carv Rising To The Challenge & Expanding Our Legacy 1 - Sept. 23, 2021
Submission of Matters to a Vote of Security - Sept. 22, 2021

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