Federal banking regulators impose various restrictions or requirements on the ability of savings institutions to make capital distributions, including cash dividends. A savings institution that is a subsidiary of a savings and loan holding company, such as the Bank, must file an application or a notice with federal banking regulators at least 30 days before making a capital distribution. A savings institution must file an application for prior approval of a capital distribution if: (i) it is not eligible for expedited treatment under the applications processing rules of federal banking regulators; (ii) the total amount of all capital distributions, including the proposed capital distribution, for the applicable calendar year would exceed an amount equal to the savings institution’s net income for that year to date plus the institution’s retained net income for the preceding two years; (iii) it would not adequately be capitalized after the capital distribution; or (iv) the distribution would violate an agreement with federal banking regulators or applicable regulations. Federal banking regulators may disapprove a notice or deny an application for a capital distribution if: (i) the savings institution would be undercapitalized following the capital distribution; (ii) the proposed capital distribution raises safety and soundness concerns; or (iii) the capital distribution would violate a prohibition contained in any statute, regulation or agreement.

During the fiscal year ended June 30, 2022, an application for capital distribution from the Bank to the Company was approved by federal banking regulators in the amount of $100.0 million, which was paid by the Bank to the Company in September 2021. Also, during the fiscal year ended June 30, 2022, an application for quarterly capital distributions from the Bank to the Company was approved by federal banking regulators. The amount of dividends payable is based on 75 percent of quarterly net income of the Bank.

During the years ended June 30, 2022, 2021 and 2020, dividends paid by the Bank to the Company, in conjunction with quarterly capital distributions, as discussed above, totaled $56.7 million, $43.9 million and $30.0 million, respectively.

The Bank and the Company are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and consolidated Company must meet specific capital guidelines that involve quantitative measures of their respective assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s and consolidated Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting, and other factors.

The minimum capital level requirements applicable to both the Bank and the consolidated Company include: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4% for all institutions. The Bank and the consolidated Company are also required to maintain a “capital conservation buffer” of 2.5% above the regulatory minimum capital ratios which results in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that could be utilized for such actions.

At June 30, 2022 and 2021, the regulatory capital ratios, of both the Company and the Bank were in excess of the levels required by federal banking regulators to be classified as “well-capitalized” under regulatory guidelines.

The following tables present information regarding the Bank’s regulatory capital levels at June 30, 2022 and 2021:


	At June 30, 2022
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	672,274		13.10	%	$	410,429		8.00	%	$	513,036		10.00	%
Tier 1 capital (to risk-weighted assets)		642,336		12.52	%		307,822		6.00	%		410,429		8.00	%
Common equity tier 1 capital (to risk-weighted assets)		642,336		12.52	%		230,866		4.50	%		333,473		6.50	%
Tier 1 capital (to adjusted total assets)		642,336		8.70	%		295,163		4.00	%		368,954		5.00	%


	At June 30, 2021
	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	761,883		17.22	%	$	353,970		8.00	%	$	442,462		10.00	%
Tier 1 capital (to risk-weighted assets)		726,737		16.42	%		265,477		6.00	%		353,970		8.00	%
Common equity tier 1 capital (to risk-weighted assets)		726,737		16.42	%		199,108		4.50	%		287,600		6.50	%
Tier 1 capital (to adjusted total assets)		726,737		10.23	%		284,114		4.00	%		355,142		5.00	%

The following tables present information regarding the consolidated Company’s regulatory capital levels at June 30, 2022 and 2021:


	At June 30, 2022
	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	778,253		15.17	%	$	410,515		8.00	%
Tier 1 capital (to risk-weighted assets)		748,315		14.58	%		307,886		6.00	%
Common equity tier 1 capital (to risk-weighted assets)		748,315		14.58	%		230,914		4.50	%
Tier 1 capital (to adjusted total assets)		748,315		10.14	%		295,290		4.00	%


	At June 30, 2021
	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
Total capital (to risk-weighted assets)	$	872,823		19.65	%	$	355,274		8.00	%
Tier 1 capital (to risk-weighted assets)		837,677		18.86	%		266,456		6.00	%
Common equity tier 1 capital (to risk-weighted assets)		837,677		18.86	%		199,842		4.50	%
Tier 1 capital (to adjusted total assets)		837,677		11.76	%		284,877		4.00	%

On September 20, 2021, the Company announced the completion of the seventh repurchase plan. On September 22, 2021, the Company announced the authorization of an eighth stock repurchase plan to repurchase up to 7,602,021, or 10% of the shares then outstanding.

During the year ended June 30, 2022, the Company repurchased a total of 10,221,525 shares of its common stock which were repurchased in conjunction with the Company’s seventh and eighth repurchase plans. Such shares were repurchased at a total cost of $129.5 million and at an average cost of $12.67 per share.

Including shares previously repurchased, the Company repurchased a total of 4,064,649 shares associated with the seventh repurchase plan at a total cost of $50.5 million and at an average cost of $12.43 per share.

During the year ended June 30, 2022, and in conjunction with the Company’s eighth repurchase program, the Company repurchased 7,276,876 shares at a cost of $93.2 million and at an average cost of $12.80 per share which represented 95.7% of the total shares authorized to be repurchased.