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WAFD INC

For the period ended Sep 30, 2025. Filed Nov 18, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Nov 18, 2025

WAFD$29.44-0.8%Stored close · as of Nov 10, 2026

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Contents

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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