PATHWARD FINANCIAL, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (a) None. (b) None. (c) Issuer Purchases of Equity Securities. The Company's Board of Directors authorized a 6,000,000 share repurchase program on September 3, 2021 that was publicly announced on September 7, 2021 and is scheduled to expire on September 30, 2024. The table below sets forth information regarding repurchases of our common stock during the fiscal 2023 first quarter. Period Total Number of Shares Repurchased (1) Average Price Paid per Share (1)(2) Total Number Of Shares Purchased As Part of Publicly Announced Plans or Programs Maximum Number Of Shares that may yet be Purchased Under the Plans or Programs October 1 to 31 453,391 $ 35.34 396,100 3,898,877 November 1 to 30 — — — 3,898,877 December 1 to 31 257,894 42.61 257,894 3,640,983 Total 711,285 653,994 (1) All shares not purchased as part of the Company's publicly announced repurchase program were acquired in satisfaction of the tax withholding obligations of holders of restricted stock unit awards, which vested during the quarter. (2) The average price paid per share is calculated on a trade date basis for all open market transactions and excludes commissions and other transaction expenses. 48 Table of Contents Item 6. Exhibits. Exhibit Number Description 3.2 Fourth Amended and Restated Bylaws of the Company, filed on December 12, 2022 as an exhibit to the Registrant's Current Report on Form 8-K, is incorporated herein by reference. 31.1 Section 302 certification of Chief Executive Officer. 31.2 Section 302 certification of Chief Financial Officer. 32.1 Section 906 certification of Chief Executive Officer. 32.2 Section 906 certification of Chief Financial Officer. 101 The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) Cover Page, (ii) Condensed Consolidated Statements of Financial Condition, (iii) Condensed Consolidated Statements of Operations, (iv) Condensed Consolidated Statements of Comprehensive Income, (v) Condensed Consolidated Statements of Changes in Stockholders' Equity, (vi) Condensed Consolidated Statements of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements, tagged in summary and in detail. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 49 Table of Contents PATHWARD FINANCIAL, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PATHWARD FINANCIAL, INC. Date: February 7, 2023 By: /s/ Brett L. Pharr Brett L. Pharr, Chief Executive Officer and Director Date: February 7, 2023 By: /s/ Glen W. Herrick Glen W. Herrick, Executive Vice President and Chief Financial Officer 50