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 June 30, 2026.
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
April 1, 2026 through April 30, 2026 40,045 $ 14.71 40,045 4,615,845
May 1, 2026 through May 31, 2026 24,000 15.33 24,000 4,591,845
June 1, 2026 through June 30, 2026 3,000 15.87 3,000 4,588,845
67,045 $ 14.98 67,045
(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 June 30, 2026, 4,588,845 shares of outstanding common stock remain to be repurchased. This program has no expiration date.
At the July 7, 2026, 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 $1.27 per share, to be declared on the Company’s common stock during the twelve months subsequent to the members’ approval (i.e., through July 7, 2027). 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 7, 2026 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
68
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.