Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Not applicable
(b) Not applicable
(c) The following table summarizes our stock repurchase activity during the quarter ended December 31, 2025.
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as part of Publicly Announced Plans (1)
Maximum Number of Shares that May Yet be Purchased Under the Plans
Period
October 1, 2025 through October 31, 2025 62,442 $ 13.32 62,442 4,881,644
November 1, 2025 through November 30, 2025 23,000 13.85 23,000 4,858,644
December 1, 2025 through December 31, 2025 54,000 13.98 54,000 4,804,644
139,442 $ 13.66 139,442
(1) On October 27, 2016, the Company announced that the Board of Directors approved the Company’s eighth stock repurchase program, which authorized the repurchase of up to 10,000,000 shares of the Company’s outstanding common stock, and repurchases began on January 6, 2017. Purchases under the program will be on an ongoing basis and subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses of capital, and our financial performance. Repurchased shares will be held as treasury stock and be available for general corporate use. At December 31, 2025, 4,804,644 shares of outstanding common stock remain to be repurchased. This program has no expiration date.
At the July 8, 2025, special meeting of members of Third Federal Savings, MHC (the “MHC”), the mutual holding company of TFS Financial Corporation (the “Company”), the members of the MHC (depositors and certain loan customers of Third Federal Savings and Loan Association of Cleveland) voted to approve the MHC’s proposed waiver of dividends, aggregating up to $1.13 per share, to be declared on the Company’s common stock during the twelve months subsequent to the members’ approval (i.e., through July 8, 2026). The members approved the waiver by casting 59% of the total eligible votes. Of the votes cast, 97% were in favor of the proposal. The MHC is the 81% majority shareholder of the Company.
Following the receipt of the members’ approval at the July 8, 2025, special meeting, the MHC filed a notice with,
and subsequently received the non-objection from, the Federal Reserve Bank of Cleveland for the proposed dividend waiver.
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Mine Safety Disclosures
Not applicable
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