TIMBERLAND BANCORP INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) Not applicable (b) Not applicable (c) Stock Repurchases The following table sets forth the shares repurchased by the Company during the quarter ended June 30, 2025: Period Total No. of Shares Repurchased Average Price Paid Per Share Total No. of Shares Purchased as Part of Publicly Announced Plan Maximum No. of Shares that May Yet Be Purchased Under the Plan (1) 4/01/2025 - 4/30/2025 4,015 $ 30.03 4,015 61,983 5/01/2025 - 5/31/2025 19,377 31.15 19,377 42,606 6/01/2025 - 6/30/2025 10,844 30.34 10,844 31,762 Total 34,236 $ 30.76 34,236 31,762 (1) On July 22, 2025, the Company terminated its stock repurchase program originally announced on July 25, 2023, which had authorized the repurchase of up to 404,708 shares of the Company’s common stock. At the time of termination, 31,762 shares remained available for repurchase under the program. On July 22, 2025, the Company announced the adoption of a new stock repurchase program authorizing the repurchase of up to 393,842 shares, representing approximately 5% of the Company’s outstanding common stock. The new program replaces the prior repurchase program and does not have a fixed expiration date; it will remain in effect until the authorized amount has been repurchased. The repurchase program permits shares to be repurchased in open market or private transactions, including through block trades and pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission (“SEC”). Repurchases will be made at management’s discretion, at prices deemed attractive and in the best interests of the Company and its shareholders, and will be subject to factors such as stock availability, general market conditions, the trading price of the Company’s common stock, alternative uses of capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations of SEC Rule 10b-18 and other applicable legal requirements. The repurchase program may be suspended, modified, or terminated at any time and for any reason, including changes in market conditions, repurchase costs, the availability of alternative investment opportunities, liquidity considerations, or other factors deemed appropriate. These factors may also influence the timing and amount of any share repurchases. The program does not obligate the Company to repurchase any specific number of shares. The Company is subject to certain restrictions on its ability to repurchase its common stock. The Company is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its consolidated net worth. The Federal Reserve may disapprove a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order, or any condition imposed by, or written agreement with, the Federal Reserve. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosures Not applicable.