Item 8.01 Other Events.

On March 31, 2020, Meta Financial Group, Inc. (the "Company") issued a press release announcing that MetaBank (the "Bank"), a wholly-owned subsidiary of the Company, has received the necessary regulatory approvals from the Office of the Comptroller of the Currency to convert from a federal thrift charter to a national bank charter (the "Bank Conversion"), and the Company has received the necessary regulatory approvals from the Federal Reserve Bank of Minneapolis to convert from a savings and loan holding company to a bank holding company (the "BHC Conversion"). The Bank Conversion and the BHC Conversion, which is a prerequisite to the consummation of the Bank Conversion, will become effective at the opening of business on April 1, 2020.

In connection with the BHC Conversion, the Company has also elected to become a financial holding company ("FHC"), as such term is defined in the Bank Holding Company Act, as of the effective date of the BHC Conversion. An FHC may, subject to regulatory requirements, engage in certain financial activities that are not otherwise permissible for a BHC, including securities underwriting and dealing, insurance agency and underwriting activities, and merchant banking activities.

Prior to the consummation of the Bank Conversion, the Bank operates as a federal savings bank. Following the consummation of the Bank Conversion, the legal name of the Bank will become "MetaBank, National Association" and the Bank will no longer be subject to qualified thrift lending requirements.

Neither the Bank Conversion nor the BHC Conversion will result in any change in the capital, business, headquarters, management or board of directors of the Bank or the Company.

A copy of the press release issued by the Company on March 31, 2020 announcing the Bank Conversion and the BHC Conversion is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number               Description of Exhibit
  99.1                       Press Release of Meta Financial Group, Inc., dated March 31, 2020

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