CASH 2018 Special Proxy Statement

SUMMARY This summary highlights selected information from this joint proxy statement/prospectus and may not contain all the information that is important to you. We urge you to read carefully this entire document, the documents referenced herein and the documents incorporated by reference herein for a more complete understanding of the merger agreement and the merger between Meta and Crestmark. In addition, we incorporate by reference into this document important business and financial information about Meta. You may obtain the information incorporated by reference in this document without charge by following the instructions in the section entitled “Where You Can Find More Information.” Each item in this summary includes a page reference directing you to a more complete description of that item. Unless the context otherwise requires, references in this joint proxy statement/prospectus to “Meta” refer to Meta Financial Group, Inc., a Delaware corporation; references to “MetaBank” refer to MetaBank, a federally chartered savings bank and wholly-owned subsidiary of Meta; references to “Crestmark” refer to Crestmark Bancorp, Inc., a Michigan corporation; references to “Crestmark Bank” refer to Crestmark Bank, a Michigan state-chartered bank and wholly-owned subsidiary of Crestmark; references to the “merger agreement” refer to the Agreement and Plan of Merger, dated as of January 9, 2018, among Meta, MetaBank, Crestmark and Crestmark Bank; and references to “we,” “our” or “us” refer to Meta and Crestmark. Proposed Merger (Page 39) We propose that Crestmark will merge with and into Meta, with Meta being the surviving company (the “merger”), and, immediately thereafter, pursuant to the terms of a separate merger agreement between MetaBank and Crestmark Bank (the “bank merger agreement”), Crestmark Bank will merge with and into MetaBank, with MetaBank surviving as Meta’s wholly-owned subsidiary (the “bank merger” and, together with the merger, the “mergers”). Following the mergers, it is intended that Crestmark will operate as a division of MetaBank from its offices in Troy, Michigan, and MetaBank will continue to operate as a federally chartered stock savings bank. We expect to complete the mergers in the second calendar quarter of 2018, although delays may occur. Special Meeting of Meta (Page 30) Meta plans to hold its special meeting of stockholders at 5501 South Broadband Lane, Sioux Falls, South Dakota 57108 on May 29, 2018 at 1:00 p.m. local time (the “Meta special meeting”). At the Meta special meeting, holders of shares of common stock of Meta, $0.01 par value per share (“Meta common stock”), will be asked to vote on the following proposals: • to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, including the issuance of shares of Meta common stock in connection with the merger (the “Meta merger proposal”); • to approve an amendment to Article Fourth of Meta’s Certificate of Incorporation to increase the number of authorized shares of Meta common stock to 90 million from 30 million shares (the “charter amendment proposal”) for the purpose of affecting a three-for-one forward split of issued and outstanding shares of Meta common stock; and • to approve one or more adjournments of the Meta special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the Meta merger proposal (the “Meta adjournment proposal”). Meta stockholder approval of the Meta merger proposal is required to complete the merger. Meta stockholders are being asked to vote on the Meta merger proposal in order to satisfy the requirements of Section 252 of the Delaware General Corporation Law (the “DGCL”) and NASDAQ Listing Rule 5635(b), 1