WAFD INC
For the period ended Sep 30, 2025. Filed Nov 18, 2025.
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FY2025 · Filed Nov 18, 2025
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WaFd Bank, wholly-owned operating subsidiary - Restrictions on Dividends
General. The Bank is a federally-insured Washington state chartered commercial bank. The WDFI is the Bank's primary state
regulator and the FDIC is its primary federal regulatory. The Bank is a member of the FDIC and its deposits are insured up to
applicable limits of the Depository Insurance Fund (“DIF”), which is administered by the FDIC.
Regulation. The WDFI and FDIC have extensive authority over the operations of the Bank. As part of this authority, the Bank
is required to file periodic reports with and is subject to periodic examinations by both the WDFI and FDIC. As a Washington
state chartered commercial bank with branches in the states of Washington, Oregon, Idaho, Utah, Nevada, Arizona, New
Mexico, California and Texas, the Bank is subject not only to the applicable laws and regulations of Washington State, but is
also subject to the applicable laws and regulations of these other states in which it does business. Various laws and regulations
prescribe the investment and lending authority of the Bank, and the Bank is prohibited from engaging in any activities not
permitted by such laws and regulations. While the Bank has broad authority to engage in all types of lending activities, a variety
of restrictions apply to certain other investments by the Bank, as discussed below.
Interstate Banking. Subject to certain limitations and restrictions, a bank holding company, with prior approval of the FRB,
may acquire an out-of-state bank; banks in states that do not prohibit out-of-state mergers may merge with the approval of the
appropriate federal banking agency, and a bank may establish a de novo branch out of state if such branching is permitted by
the other state.
Insurance of Deposit Accounts. Under the Dodd-Frank Act, the maximum amount of federal deposit insurance coverage was
permanently increased from $100,000 to $250,000 per depositor, per institution. The Dodd-Frank Act also broadened the base
for FDIC insurance assessments. Assessments are now based on the average consolidated total assets less tangible equity capital
of a financial institution. In addition, the Dodd-Frank Act raised the minimum designated reserve ratio, which the FDIC is
required to set each year for the DIF, to 1.35%. The Dodd-Frank Act eliminated the requirement that the FDIC pay dividends to
depository institutions when the reserve ratio exceeds certain thresholds. The FDIC has established a higher reserve ratio of 2%
as a long-term goal beyond what is required by statute.
Brokered Deposits. The Federal Deposit Insurance Act prohibits an insured depository institution from accepting brokered
deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area
or nationally (depending upon where the deposits are solicited), unless it is well-capitalized or is adequately capitalized and
receives a waiver from the FDIC. A depository institution that is adequately capitalized and accepts brokered deposits under a
waiver from the FDIC may not pay an interest rate on any deposit in excess of national and local rate caps set by the FDIC and
published on its website.
Transactions with Affiliates; Insider Loans. Under current federal law, all transactions between and among a bank and its
affiliates, including holding companies, are subject to Sections 23A and 23B of the Federal Reserve Act and Regulation W
promulgated thereunder. Generally, these requirements limit extensions of credit and certain other such transactions by the bank
to affiliates to a percentage of the institution's capital and generally such transactions must be collateralized. Generally, all
affiliate transactions must be on terms at least as favorable to the bank as transactions with non-affiliates. In addition, a bank
may not lend to any affiliate engaged in non-banking activities that are not permissible for a bank holding company or acquire
shares of any affiliate that is not a subsidiary. Federal law authorizes the imposition of additional restrictions on transactions
with affiliates if necessary to protect the safety and soundness of a bank.
Extensions of credit by a bank to executive officers, directors and principal shareholders are subject to Section 22(h) of
the Federal Reserve Act, which, among other things, generally prohibits loans to any such individual where the aggregate
amount exceeds an amount equal to 15% of an institution's unimpaired capital and surplus plus an additional 10% of
unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral. Section 22(h) permits
loans to directors, executive officers and principal shareholders made pursuant to a benefit or compensation program that is
widely available to employees of a subject bank provided that no preference is given to any officer, director or principal
shareholder, or related interest thereto, over any other employee. In addition, the aggregate amount of extensions of credit by a
bank to all insiders cannot exceed the institution's unimpaired capital and surplus. Furthermore, Section 22(g) places additional
restrictions on loans to executive officers.
The affiliate transaction rules in Sections 23A and 23B of the Federal Reserve Act broaden the definition of affiliate and
apply these rules to securities lending, repurchase agreements and derivatives. These rules also strengthen collateral
requirements and limit Federal Reserve exemptive authority. Further, the definition of “extension of credit” for transactions
with executive officers, directors and principal shareholders includes credit exposure arising from a derivative transaction, a
repurchase or reverse repurchase agreement or a securities lending or borrowing transaction. These provisions have not had a
material effect on the Company or the Bank.
Restrictions on Dividends. The amount of dividends payable by the Bank to the Company depends upon its earnings and
capital position, and is limited by federal and state laws, regulations and policies, including the capital conservation buffer
requirement. Federal law further provides that no insured depository institution may make any capital distribution (which
includes a cash dividend) if, after making the distribution, the institution would be “undercapitalized,” as defined in the prompt
corrective action regulations. Moreover, the federal bank regulatory agencies also have the general authority to limit the
dividends paid by insured banks if such payments should be deemed to constitute an unsafe and unsound practice. In addition,
under Washington law, no bank may declare or pay any dividend in an amount greater than its retained earnings without the
prior approval of the WDFI. WDFI also has the power to require any bank to suspend the payment of any and all dividends.
Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank of Des Moines, which is one of 11
regional FHLBs that provide funding to their members for making home mortgage loans, as well as loans for affordable
housing and community development. Each FHLB serves members within its assigned region and is funded primarily through
proceeds derived from the sale of consolidated obligations of the FHLB system. Loans are made to members in accordance with
the policies and procedures established by the Board of Directors of the FHLB. At September 30, 2025, total FHLB advances to
the Bank amounted to$1,765,604,000. As a member, the Bank is required to purchase and maintain stock in the FHLB of Des
Moines. The Bank also acquired the stock of the FHLB San Francisco in the Merger but is not a member of this FHLB. At
September 30, 2025, the Bank held$85,301,000 in FHLB-DM stock and$2,767,000 in FHLB-SF stock, which was in
compliance with requirements.
Community Reinvestment Act and Fair Lending Laws. Banks have a responsibility under the Community Reinvestment Act
("CRA") and related regulations of the FDIC to help meet the credit needs of their communities, including low- and moderate-
income neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair Housing Act (together, the "Fair Lending
Laws") prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes.
An institution's failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its
activities. Failure to comply with the Fair Lending Laws could result in enforcement actions by the FDIC, the CFPB and other
federal regulatory agencies, including the U.S. Department of Justice.
USA Patriot Act of 2001.
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