Capitol Federal Financial 10Q 2024 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

Form 10-Q

________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number: 001-34814

Capitol Federal Financial, Inc.

(Exact name of registrant as specified in its charter)


Maryland			27-2631712
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

700 South Kansas Avenue,	Topeka,	Kansas	66603
(Address of principal executive offices)			(Zip Code)

(785) 235-1341

(Registrant's telephone number, including area code)

_____________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CFFN	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2024, there were 132,736,765 shares of Capitol Federal Financial, Inc. common stock outstanding.


PART I - FINANCIAL INFORMATION		Page Number
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets at June 30, 2024 and September 30, 2023	3
	Consolidated Statements of Income for the three and nine months ended June 30, 2024 and 2023	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2024 and 2023	5
	Consolidated Statements of Stockholders' Equity for the three and nine months ended June 30, 2024 and 2023	6
	Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023	8
	Notes to Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
	Financial Condition - Loans Receivable	39
	Financial Condition - Asset Quality	43
	Financial Condition - Liabilities	48
	Financial Condition - Stockholders' Equity	51
	Operating Results	52
	Comparison of Operating Results for the three months ended June 30, 2024 and March 31, 2024	53
	Comparison of Operating Results for the nine months ended June 30, 2024 and 2023	58
	Comparison of Operating Results for the three months ended June 30, 2024 and 2023	64
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	73
Item 4.	Controls and Procedures	77


PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	78
Item 1A.	Risk Factors	78
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	79
Item 6.	Exhibits	79


INDEX TO EXHIBITS		80


SIGNATURES		81

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except per share amounts)

	June 30,		September 30,
	2024		2023
ASSETS:
Cash and cash equivalents (includes interest-earning deposits of $292,675 and $213,830)	$	317,821	$	245,605

Available-for-sale ("AFS") securities, at estimated fair value (amortized cost of $793,556 and $1,385,992)	801,953		1,384,482

Loans receivable, net (allowance for credit losses ("ACL") of $25,854 and $23,759)	7,933,043		7,970,949
Federal Home Loan Bank Topeka ("FHLB") stock, at cost	106,309		110,714
Premises and equipment, net	92,089		91,531
Income taxes receivable, net	129		8,531
Deferred income tax assets, net	30,128		29,605
Other assets	321,285		336,044
TOTAL ASSETS	$	9,602,757	$	10,177,461

LIABILITIES:
Deposits	$	6,129,660	$	6,051,220
Borrowings	2,291,605		2,879,125

Advances by borrowers	34,851		62,993


Other liabilities	125,965		140,069
Total liabilities	8,582,081		9,133,407

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 100,000,000 shares authorized, no shares issued or outstanding	—		—
Common stock, $.01 par value; 1,400,000,000 shares authorized, 132,733,765 and 135,936,375 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively	1,327		1,359
Additional paid-in capital	1,146,928		1,166,643
Unearned compensation, Employee Stock Ownership Plan ("ESOP")	(26,844)		(28,083)
Accumulated deficit	(112,118)		(104,565)
Accumulated other comprehensive income ("AOCI"), net of tax	11,383		8,700
Total stockholders' equity	1,020,676		1,044,054
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,602,757	$	10,177,461


See accompanying notes to consolidated financial statements.


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands, except per share amounts)

	For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
INTEREST AND DIVIDEND INCOME:
Loans receivable	$	76,803	$	71,918	$	228,866	$	206,056
Mortgage-backed securities ("MBS")	9,585		4,562		23,238		14,121
Cash and cash equivalents	3,875		10,009		13,166		37,657
FHLB stock	2,477		3,260		7,591		11,025
Investment securities	2,255		895		7,115		2,671
Total interest and dividend income	94,995		90,644		279,976		271,530
INTEREST EXPENSE:
Deposits	36,233		24,445		102,091		52,489
Borrowings	18,438		31,449		56,648		96,504

Total interest expense	54,671		55,894		158,739		148,993
NET INTEREST INCOME	40,324		34,750		121,237		122,537
PROVISION FOR CREDIT LOSSES	1,472		1,324		1,896		5,875
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES	38,852		33,426		119,341		116,662
NON-INTEREST INCOME:
Deposit service fees	2,706		3,404		7,732		9,987
Insurance commissions	905		888		2,503		2,560


Net loss from securities transactions	—		—		(13,345)		—
Other non-interest income	1,098		1,522		3,568		3,702
Total non-interest income	4,709		5,814		458		16,249
NON-INTEREST EXPENSE:
Salaries and employee benefits	13,307		13,200		39,186		39,687
Information technology and related expense	5,364		6,118		15,687		16,977
Occupancy, net	3,263		3,556		10,116		10,598
Federal insurance premium	1,352		1,231		4,939		3,289
Regulatory and outside services	1,322		1,436		4,345		4,274
Advertising and promotional	951		1,447		3,210		3,613
Deposit and loan transaction costs	726		615		2,135		1,916
Office supplies and related expense	405		546		1,185		1,810


Other non-interest expense	1,260		1,187		4,100		3,576
Total non-interest expense	27,950		29,336		84,903		85,740
INCOME BEFORE INCOME TAX EXPENSE	15,611		9,904		34,896		47,171
INCOME TAX EXPENSE	5,963		1,602		8,943		8,440
NET INCOME	$	9,648	$	8,302	$	25,953	$	38,731

Basic earnings per share ("EPS")	$	0.07	$	0.06	$	0.20	$	0.29
Diluted EPS	$	0.07	$	0.06	$	0.20	$	0.29

Basic weighted average common shares	129,866,397		133,198,755		130,923,888		133,668,764
Diluted weighted average common shares	129,866,397		133,198,755		130,923,888		133,668,764

See accompanying notes to consolidated financial statements.


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Dollars in thousands)

	For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	9,648	$	8,302	$	25,953	$	38,731
Other comprehensive income, net of tax:
Unrealized (losses) gains on AFS securities arising during the period, net of taxes of $804, $3,475, $(2,780), and $(6,151)	(2,412)		(10,765)		8,698		19,062
Reclassification adjustment for gross gains on AFS securities included in net income, net of taxes of $0, $0, $383, and $0	—		—		(1,188)		—
Unrealized gains (losses) on cash flow hedges arising during the period, net of taxes of $(244), $(1,410), $(91), and $(1,159)	829		4,369		352		3,589
Reclassification adjustment for cash flow hedge amounts included in net income, net of taxes of $502, $538, $1,670, and $1,202	(1,561)		(1,667)		(5,179)		(3,724)
Comprehensive income	$	6,504	$	239	$	28,636	$	57,658

See accompanying notes to consolidated financial statements.


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
(Dollars in thousands, except per share amounts)

	For the Nine Months Ended June 30, 2024
			Additional		Unearned						Total
	Common		Paid-In		Compensation		Accumulated				Stockholders'
	Stock		Capital		ESOP		Deficit		AOCI		Equity
Balance at September 30, 2023	$	1,359	$	1,166,643	$	(28,083)	$	(104,565)	$	8,700	$	1,044,054

Net income							2,543				2,543
Cumulative effect of adopting Accounting Standards Update ("ASU") 2022-02, net of tax							(27)				(27)
Other comprehensive income, net of tax									10,455		10,455

ESOP activity			(190)		412						222
Restricted stock activity, net			(6)								(6)
Stock-based compensation			87								87
Repurchase of common stock	(20)		(11,879)								(11,899)

Cash dividends to stockholders ($0.085 per share)							(11,308)				(11,308)
Balance at December 31, 2023	$	1,339	$	1,154,655	$	(27,671)	$	(113,357)	$	19,155	$	1,034,121

Net income							13,762				13,762

Other comprehensive loss, net of tax									(4,628)		(4,628)

ESOP activity			(168)		413						245
Restricted stock activity, net	1		(3)								(2)
Stock-based compensation			82								82
Repurchase of common stock	(13)		(7,537)								(7,550)

Cash dividends to stockholders ($0.085 per share)							(11,127)				(11,127)
Balance at March 31, 2024	$	1,327	$	1,147,029	$	(27,258)	$	(110,722)	$	14,527	$	1,024,903
Net income							9,648				9,648

Other comprehensive loss, net of tax									(3,144)		(3,144)

ESOP activity			(197)		414						217
Restricted stock activity, net			(1)								(1)
Stock-based compensation			97								97


Cash dividends to stockholders ($0.085 per share)							(11,044)				(11,044)
Balance at June 30, 2024	$	1,327	$	1,146,928	$	(26,844)	$	(112,118)	$	11,383	$	1,020,676

											(Continued)






	For the Nine Months Ended June 30, 2023
			Additional		Unearned						Total
	Common		Paid-In		Compensation		Retained				Stockholders'
	Stock		Capital		ESOP		Earnings		AOCI		Equity
Balance at September 30, 2022	$	1,388	$	1,190,213	$	(29,735)	$	80,266	$	(145,633)	$	1,096,499


Net income							16,240				16,240
Other comprehensive income, net of tax									13,031		13,031

ESOP activity			(72)		413						341

Stock-based compensation			89								89
Repurchase of common stock	(27)		(22,169)								(22,196)

Cash dividends to stockholders ($0.365 per share)							(49,209)				(49,209)
Balance at December 31, 2022	$	1,361	$	1,168,061	$	(29,322)	$	47,297	$	(132,602)	$	1,054,795

Net income							14,189				14,189
Other comprehensive income, net of tax									13,959		13,959

ESOP activity			(76)		412						336

Stock-based compensation			74								74


Cash dividends to stockholders ($0.085 per share)							(11,319)				(11,319)
Balance at March 31, 2023	$	1,361	$	1,168,059	$	(28,910)	$	50,167	$	(118,643)	$	1,072,034
Net income							8,302				8,302
Other comprehensive loss, net of tax									(8,063)		(8,063)

ESOP activity			(155)		413						258

Stock-based compensation			75								75


Cash dividends to stockholders ($0.085 per share)							(11,321)				(11,321)
Balance at June 30, 2023	$	1,361	$	1,167,979	$	(28,497)	$	47,148	$	(126,706)	$	1,061,285

See accompanying notes to consolidated financial statements.


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
	For the Nine Months Ended
	June 30,
	2024	2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	25,953	38,731
Adjustments to reconcile net income to net cash provided by operating activities:
FHLB stock dividends	(7,591)	(11,025)
Provision for credit losses	1,896	5,875
Originations of loans receivable held-for-sale ("LHFS")	(425)	(218)
Proceeds from sales of LHFS	431	215
Amortization and accretion of premiums and discounts on securities	(7,327)	2,296
Depreciation and amortization of premises and equipment	6,084	6,816
Amortization of intangible assets	589	821
Amortization of deferred amounts related to FHLB advances, net	1,143	1,262
Common stock committed to be released for allocation - ESOP	684	935
Stock-based compensation	266	238


Net loss from securities transactions	13,345	—

Changes in:

Unrestricted cash collateral from derivative counterparties, net	(6,730)	1,070
Other assets, net	3,301	912
Income taxes receivable, net	8,374	(4,660)
Deferred income tax assets, net	(1,331)	878
Other liabilities	(4,387)	(10,083)
Net cash provided by operating activities	34,275	34,063

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of AFS securities	(1,059,833)	—

Proceeds from calls, maturities and principal reductions of AFS securities	373,739	141,357

Proceeds from sale of AFS securities	1,272,512	—
Proceeds from the redemption of FHLB stock	11,996	263,807
Purchase of FHLB stock	—	(268,170)
Net change in loans receivable	35,187	(510,851)
Proceeds from sale of participating interest in loans receivable	—	5,563
Purchase of premises and equipment	(5,408)	(4,397)
Proceeds from sale of other real estate owned ("OREO")	464	533



Proceeds from sale of assets held-for-sale	629	—
Proceeds from bank-owned life insurance ("BOLI") death benefit	1,049	720
Net cash provided by (used in) investing activities	630,335	(371,438)


		(Continued)


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
	For the Nine Months Ended
	June 30,
	2024		2023
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid	(33,479)		(71,849)
Net change in deposits	78,440		(102,026)
Proceeds from borrowings	275,100		4,293,870
Repayments on borrowings	(864,864)		(3,441,124)

Change in advances by borrowers	(28,142)		(39,085)

Repurchase of common stock	(19,449)		(22,196)



Net cash (used in) provided by financing activities	(592,394)		617,590

NET INCREASE IN CASH AND CASH EQUIVALENTS	72,216		280,215

CASH AND CASH EQUIVALENTS:
Beginning of period	245,605		49,194
End of period	$	317,821	$	329,409















See accompanying notes to consolidated financial statements.			(Concluded)

Notes to Consolidated Financial Statements (Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The consolidated financial statements include the accounts of Capitol Federal Financial, Inc.® (the "Company") and its wholly-owned subsidiary, Capitol Federal Savings Bank (the "Bank"). The Bank has two wholly-owned subsidiaries, Capitol Funds, Inc. and Capital City Investments, Inc. Capitol Funds, Inc. has a wholly-owned subsidiary, Capitol Federal Mortgage Reinsurance Company. Capital City Investments, Inc. is a real estate and investment holding company. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission ("SEC"). Interim results are not necessarily indicative of results for a full year.

Net Presentation of Cash Flows Related to Borrowings - At times, the Bank enters into FHLB advances with contractual maturities of 90 days or less. Cash flows related to these advances are reported on a net basis in the consolidated statements of cash flows.

Recent Accounting Pronouncements - In March 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings ("TDRs") and Vintage Disclosures. This ASU eliminates the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, this ASU requires that an entity disclose current-period gross write-offs by year of origination for financing receivables within the scope of Accounting Standards Codification ("ASC") 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost. The Company adopted the ASU on October 1, 2023 on a prospective basis, except for the amendments impacting the measurement of the ACL for TDRs, which were adopted on a modified retrospective approach. Upon adoption, the Company recorded a $20 thousand increase in ACL, a $16 thousand increase in reserves for off-balance sheet exposures, and a cumulative effect-adjustment to accumulated deficit of $27 thousand, net of tax. The adjustments are attributable to including TDRs in the ACL model, as of October 1, 2023. The new disclosure requirements associated with this ASU are included below and in Note 4. Loans Receivable and Allowance for Credit Losses.

The following significant accounting policies have been updated since the Company's 2023 Annual Report on Form 10-K to reflect the adoption of ASU 2022-02.

Troubled debt restructurings - Prior to the Company's adoption of ASU 2022-02, a loan was accounted for as a TDR if the Bank granted a concession to a borrower experiencing financial difficulties. Such concessions generally involve extensions of loan maturity dates, the granting of periods during which reduced payment amounts are required, and/or reductions in interest rates. The Bank does not forgive principal or interest, nor does it commit to lend additional funds to these borrowers, except for situations generally involving the capitalization of delinquent interest and/or escrow on one- to four-family loans and consumer loans, not to exceed the original loan amount. In the case of commercial loans, the Bank generally does not forgive principal or interest or commit to lend additional funds unless the borrower provides additional collateral or other enhancements to improve the credit quality.

Loan modifications - The TDR policy outlined above regarding Bank concessions to a borrower experiencing financial difficulty continues to apply for loan modifications upon adoption of ASU 2022-02 on October 1, 2023. If the change in the loan terms resulting from the modification is deemed to be more than minor, all existing unamortized deferred loan origination fees and costs are recognized at the time of modification. Modifications of loans to borrowers experiencing financial difficulty that are in the form of principal forgiveness, interest rate reductions, other-than-insignificant payment delays, or a term extension (or a combination thereof) require disclosure in the Company's footnotes. The Company's modification disclosures are included in Note 4. Loans Receivable and Allowance for Credit Losses. Modified loans are included in the Company's ACL model based on the risk characteristics of the loan. If a modified loan is deemed uncollectible and no longer shares similar risk characteristics within the respective loan pool in the ACL model, the loan is evaluated on an individual basis and any loss is charged-off against the related ACL.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. This ASU incorporates a variety of Topics into the Codification that are currently included in SEC Regulations S-X and S-K. The ASU is intended to align the accounting standards of GAAP with SEC Regulations S-X and S-K. Each amendment in the ASU will only become effective for the Company if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. This may result in disclosures currently presented outside of the Company's financial statements being relocated to the Company's financial statements. The amendments will be applied

prospectively by the Company. The ASU is not expected to have a material impact on the Company's disclosures as the Company is currently subject to SEC Regulations S-X and S-K.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. This ASU requires enhanced disclosures of segment information for all public entities, including those that have a single reportable segment, primarily in the area of segment revenues and expenses. Entities that have a single reportable segment, like the Company, will be required to provide all the disclosures required by this ASU and all existing segment disclosures requirements in ASC 280, Segment Reporting. This ASU is effective for fiscal years beginning after December 15, 2023, which is the fiscal year ending September 30, 2025 for the Company, and interim periods within fiscal years beginning after December 15, 2024, which is the quarter ending December 31, 2025 for the Company. The Company is currently evaluating the effect this ASU will have on the Company's segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU requires public entities to provide additional annual disclosures regarding specific categories of the income tax rate reconciliation and additional information for reconciling items within the income tax rate reconciliation that meet a certain quantitative threshold. This ASU is effective for the Company on October 1, 2025, starting with its December 31, 2025 Form 10-Q. The Company is currently evaluating the effect this ASU will have on the Company's income tax disclosures.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This ASU removes references to various Concept Statements to simplify the Codification and provide a distinction between authoritative and nonauthoritative literature. This ASU is effective for the Company on October 1, 2025. The Company is currently evaluating this ASU, but it is not expected to have a significant impact on the Company's consolidated financial condition or results of operation, or the Company's disclosures.

2. EARNINGS PER SHARE

Shares acquired by the ESOP are not included in basic average shares outstanding until the shares are committed for allocation or vested to an employee's individual account. Unvested shares awarded pursuant to the Company's restricted stock benefit plans are treated as participating securities in the computation of EPS pursuant to the two-class method as they contain nonforfeitable rights to dividends. The two-class method is an earnings allocation that determines EPS for each class of common stock and participating security.


	For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
	(Dollars in thousands, except per share amounts)
Net income	$	9,648	$	8,302	$	25,953	$	38,731
Income allocated to participating securities	(10)		(4)		(21)		(18)
Net income available to common stockholders	$	9,638	$	8,298	$	25,932	$	38,713

Total basic average common shares outstanding	129,866,397		133,198,755		130,923,888		133,668,764
Effect of dilutive stock options	—		—		—		—
Total diluted average common shares outstanding	129,866,397		133,198,755		130,923,888		133,668,764

Net EPS:
Basic	$	0.07	$	0.06	$	0.20	$	0.29
Diluted	$	0.07	$	0.06	$	0.20	$	0.29

Antidilutive stock options, excluded from the diluted average
common shares outstanding calculation	324,374		368,803		328,827		373,473

3. SECURITIES

The following tables reflect the amortized cost, estimated fair value, and gross unrealized gains and losses of AFS securities at the dates presented. The majority of our securities are government guaranteed or issued by a Government Sponsored Enterprise ("GSE").


	June 30, 2024
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(Dollars in thousands)

MBS	$	672,754	$	10,489	$	1,168	$	682,075

GSE debentures	116,802		—		264		116,538
Corporate bonds	4,000		—		660		3,340

	$	793,556	$	10,489	$	2,092	$	801,953


	September 30, 2023
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(Dollars in thousands)

MBS	$	901,440	$	113	$	819	$	900,734
GSE debentures	479,610		—		182		479,428
Corporate bonds	4,000		—		622		3,378
Municipal bonds	942		—		—		942
	$	1,385,992	$	113	$	1,623	$	1,384,482

The following tables summarize the estimated fair value and gross unrealized losses of those AFS securities on which an unrealized loss at the dates presented was reported and the continuous unrealized loss position for less than 12 months and equal to or greater than 12 months as of the dates presented.


	June 30, 2024
	Less Than 12 Months				Equal to or Greater Than 12 Months
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses
	(Dollars in thousands)

MBS	$	181,310	$	1,047	$	9,668	$	121

GSE debentures	116,538		264		—		—
Corporate bonds	—		—		3,340		660

	$	297,848	$	1,311	$	13,008	$	781


	September 30, 2023
	Less Than 12 Months				Equal to or Greater Than 12 Months
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses
	(Dollars in thousands)

MBS	$	6,179	$	109	$	34,555	$	710
GSE debentures	—		—		24,818		182
Corporate bonds	—		—		3,378		622

	$	6,179	$	109	$	62,751	$	1,514

The unrealized losses at June 30, 2024 were a result of an increase in market yields from the time the securities were purchased. In general, as market yields rise, the fair value of securities will decrease; as market yields fall, the fair value of securities will increase. Management did not record an ACL on securities in an unrealized loss position at June 30, 2024 as management does not believe any of the securities were impaired due to credit quality reasons. The issuers of these securities continue to make scheduled and timely principal and interest payments, as applicable, under the contractual term of the securities so management believes the entire principal balance will be collected as scheduled. Additionally, management does not have the intent to sell any of the securities and believes that it is more likely than not that the Company will not be required to sell the securities before the recovery of the remaining amortized cost, which could be at maturity. The fair value is expected to recover as the securities approach their maturity date, if not before, or if market yields for such securities decline.

The amortized cost and estimated fair value of AFS debt securities as of June 30, 2024, by contractual maturity, are shown below. Actual principal repayments may differ from contractual maturities due to prepayment or early call privileges by the issuer. In the case of MBS, borrowers on the underlying loans generally have the right to prepay their loans without penalty. For this reason, MBS are not included in the maturity categories.


	AFS
	Amortized		Estimated
	Cost		Fair Value
	(Dollars in thousands)
One year or less	$	19,887	$	19,885
One year through five years	10,000		9,980
Five years through ten years	90,915		90,013

	120,802		119,878
MBS	672,754		682,075
	$	793,556	$	801,953

The following table presents the taxable and non-taxable components of interest income on investment securities for the periods presented.



	For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
	(Dollars in thousands)
Taxable	$	2,255	$	889	$	7,113	$	2,651
Non-taxable	—		6		2		20
	$	2,255	$	895	$	7,115	$	2,671

The following table summarizes the carrying value of securities pledged as collateral for the obligations indicated below as of the dates presented.



	June 30, 2024		September 30, 2023
	(Dollars in thousands)
Public unit deposits	$	126,315	$	178,396
Federal Reserve Bank of Kansas City ("FRB of Kansas City") borrowings	112,675		519,195



	$	238,990	$	697,591

During the quarter ended December 31, 2023, the Bank sold $1.30 billion of AFS securities. The Bank received gross proceeds of $1.27 billion from the sale and realized gross losses of $14.9 million and gross gains of $1.6 million, resulting in a net loss of $13.3 million on the sale during the quarter ended December 31, 2023. All other dispositions of securities during the current year and prior year periods were the result of principal repayments, calls, or maturities.

4. LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

Loans receivable, net at the dates presented is summarized as follows:


	June 30, 2024		September 30, 2023
	(Dollars in thousands)
One- to four-family:
Originated	$	3,961,407	$	3,978,837
Correspondent purchased	2,262,371		2,405,911
Bulk purchased	129,102		137,193
Construction	24,642		69,974
Total	6,377,522		6,591,915
Commercial:
Commercial real estate	1,119,295		995,788
Commercial and industrial	131,848		112,953
Construction	214,240		178,746
Total	1,465,383		1,287,487
Consumer:
Home equity	98,736		95,723
Other	9,637		9,256
Total	108,373		104,979

Total loans receivable	7,951,278		7,984,381

Less:
ACL	25,854		23,759
Deferred loan fees/discounts	30,777		31,335
Premiums/deferred costs	(38,396)		(41,662)
	$	7,933,043	$	7,970,949

Lending Practices and Underwriting Standards - Originating one- to four-family loans is the Bank's primary lending business. The Bank also originates consumer loans primarily secured by one- to four-family residential properties and originates and participates in commercial loans. The Bank has historically also purchased one- to four-family loans from correspondent lenders, but during the current quarter the Bank suspended its one- to four-family correspondent lending channels for the foreseeable future. The Bank has a loan concentration in one- to four-family loans and a geographic concentration of these loans in Kansas and Missouri.

One- to four-family loans - Full documentation to support an applicant's credit and income, and sufficient funds to cover all applicable fees and reserves at closing, are required on all loans. Properties securing one- to four-family loans are appraised by either staff appraisers or fee appraisers, both of which are independent of the loan origination function.

The underwriting standards for loans purchased from correspondent lenders were generally similar to the Bank's internal underwriting standards. The underwriting of loans purchased from correspondent lenders on a loan-by-loan basis was performed by the Bank's underwriters.

The Bank also originates owner-occupied construction-to-permanent loans secured by one- to four-family residential real estate. Construction draw requests and the supporting documentation are reviewed and approved by designated personnel. The Bank also performs regular documented inspections of the construction project to ensure the funds are being used for the intended purpose and the project is being completed according to the plans and specifications provided.

Commercial loans - The Bank's commercial portfolio includes loans that are originated by the Bank or in participation with a lead bank. For commercial participation loans, the Bank performs the same underwriting procedures as if the loan was originated by the Bank.

The Bank's commercial portfolio has a loan concentration in commercial real estate and commercial construction loans and a geographic concentration in Kansas, Texas, and Missouri. When underwriting a commercial real estate or commercial construction loan, several factors are considered, such as the income producing potential of the property, cash equity provided by the borrower, the financial strength of the borrower, managerial expertise of the borrower or tenant, feasibility studies, lending experience with the borrower and the marketability of the property. At the time of origination, loan-to-value ("LTV") ratios on commercial real estate loans generally do not exceed 85% of the appraised value of the property securing the loans and the minimum debt service coverage ratio ("DSCR") is generally 1.15x. The Bank generally requires a guaranty on all commercial real estate loans, but for an experienced borrower with a strong DSCR and LTV, the Bank may allow the guaranty percentage to be reduced, phased out or originated as a non-recourse loan.

For commercial construction loans, LTV ratios generally do not exceed 80% of the projected appraised value of the property securing the loans and the minimum DSCR is generally 1.15x, but it applies to the projected cash flows, and the borrower must have successful experience with the construction and operation of properties similar to the subject property. Appraisals on properties securing these loans are performed by independent state certified fee appraisers. For construction loans, guaranties are typically required during the period of construction. After construction is complete, for select experienced borrowers that have a strong DSCR and LTV, the guaranty may be reduced or phased out when the property meets certain performance metrics. Additionally, the Bank generally requires the borrower to contribute equity at the start of a project and prior to any Bank funding.

The Bank's commercial and industrial loans are generally made to borrowers and secured by assets located in the Bank's market areas and are underwritten on the basis of the borrower's ability to service the debt from income. Working capital loans are primarily collateralized by short-term assets whereas term loans are primarily collateralized by long-term assets. In general, commercial and industrial loans involve more credit risk than commercial real estate loans due to the type of collateral securing commercial and industrial loans. As a result of these additional complexities, variables and risks, commercial and industrial loans generally require more thorough underwriting and servicing than other types of loans.

Management regularly monitors the level of risk in the entire commercial loan portfolio, including concentrations in such factors as geographic locations, collateral types, tenant brand name, borrowing relationships, and lending relationships in the case of participation loans, among other factors. Annual reviews are performed for larger loans and lending relationships. The annual reviews include evaluating updated financials, as well as performing stress tests to measure the ability of the loans to withstand certain stress scenarios such as interest rate increases, revenue decreases and expense increases.

Consumer loans - The Bank offers a variety of consumer loans, the majority of which are home equity loans and lines of credit for which the Bank also has the first mortgage or the first lien position.

The underwriting standards for consumer loans include a determination of an applicant's payment history on other debts and an assessment of an applicant's ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of an applicant is a primary consideration, the underwriting process also includes a comparison of the value of the security in relation to the proposed loan amount.

Credit Quality Indicators - Based on the Bank's lending emphasis and underwriting standards, management has segmented the loan portfolio into three segments: (1) one- to four-family; (2) consumer; and (3) commercial. These segments are further divided into classes for purposes of providing disaggregated credit quality information about the loan portfolio. The classes are: one- to four-family - originated, one- to four-family - correspondent purchased, one- to four-family - bulk purchased, consumer - home equity, consumer - other, commercial - commercial real estate, and commercial - commercial and industrial. One- to four-family construction loans are included in the originated class and commercial construction loans are included in the commercial real estate class. As part of the on-going monitoring of the credit quality of the Company's loan portfolio, management tracks certain credit quality indicators including trends related to loan classification and delinquency status.

Loan Classification - In accordance with the Bank's asset classification policy, management regularly reviews the problem loans in the Bank's portfolio to determine whether any require classification. Loan classifications are defined as follows:

•Special mention - These loans are performing loans on which known information about the collateral pledged or the possible credit problems of the borrower(s) have caused management to have doubts as to the ability of the borrower(s) to comply with present loan repayment terms and which may result in the future inclusion of such loans in the nonaccrual loan categories.

•Substandard - A loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans include those characterized by the distinct possibility the Bank will sustain some loss if the deficiencies are not corrected.

•Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make collection or liquidation in full on the basis of currently existing facts and conditions and values highly questionable and improbable.

•Loss - Loans classified as loss are considered uncollectible and of such little value that their continuance as assets on the books is not warranted.

The following tables set forth, as of the dates indicated, the amortized cost of loans by class of financing receivable, year of origination or most recent credit decision, and loan classification. All revolving lines of credit and revolving lines of credit converted to term loans are presented separately, regardless of origination year. Loans classified as doubtful or loss are individually evaluated for loss. At June 30, 2024 and September 30, 2023, there were no loans classified as doubtful, and all loans classified as loss were fully charged-off.


	June 30, 2024
															Revolving
															Line of
	Current		Fiscal		Fiscal		Fiscal		Fiscal				Revolving		Credit
	Fiscal		Year		Year		Year		Year		Prior		Line of		Converted
	Year		2023		2022		2021		2020		Years		Credit		to Term		Total
	(Dollars in thousands)
One- to four-family:
Originated
Pass	$	171,792	$	328,132	$	585,775	$	824,314	$	533,544	$	1,499,900	$	—	$	—	$	3,943,457
Special Mention	—		295		2,552		2,446		1,345		9,781		—		—		16,419
Substandard	—		490		28		218		557		9,794		—		—		11,087
Correspondent purchased
Pass	805		331,495		488,423		580,549		229,921		647,375		—		—		2,278,568
Special Mention	—		657		906		663		406		1,281		—		—		3,913
Substandard	—		—		1,418		265		758		4,742		—		—		7,183
Bulk purchased
Pass	—		—		—		—		—		126,268		—		—		126,268
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		3,274		—		—		3,274
	172,597		661,069		1,079,102		1,408,455		766,531		2,302,415		—		—		6,390,169
Commercial:
Commercial real estate
Pass	281,804		374,479		299,974		139,184		76,159		124,529		19,045		—		1,315,174
Special Mention	4,646		5,020		—		—		54		1,154		—		—		10,874
Substandard	142		805		—		—		594		606		50		—		2,197
Commercial and industrial
Pass	39,635		26,210		18,658		8,819		1,760		2,257		21,901		—		119,240
Special Mention	228		12,050		—		—		—		—		—		—		12,278
Substandard	227		—		—		—		—		82		31		—		340
	326,682		418,564		318,632		148,003		78,567		128,628		41,027		—		1,460,103
Consumer:
Home equity
Pass	5,894		4,848		4,715		1,512		814		2,318		71,924		6,435		98,460
Special Mention	—		—		—		—		—		16		25		227		268
Substandard	—		—		—		—		54		3		166		37		260
Other
Pass	3,474		3,194		1,896		433		128		129		295		—		9,549
Special Mention	—		—		—		—		2		—		—		—		2
Substandard	—		31		48		—		2		—		5		—		86
	9,368		8,073		6,659		1,945		1,000		2,466		72,415		6,699		108,625

Total	$	508,647	$	1,087,706	$	1,404,393	$	1,558,403	$	846,098	$	2,433,509	$	113,442	$	6,699	$	7,958,897


	September 30, 2023
															Revolving
															Line of
	Fiscal		Fiscal		Fiscal		Fiscal		Fiscal				Revolving		Credit
	Year		Year		Year		Year		Year		Prior		Line of		Converted
	2023		2022		2021		2020		2019		Years		Credit		to Term		Total
	(Dollars in thousands)
One- to four-family:
Originated
Pass	$	318,569	$	597,298	$	874,518	$	568,081	$	251,773	$	1,398,616	$	—	$	—	$	4,008,855
Special Mention	—		1,883		1,468		767		1,863		8,067		—		—		14,048
Substandard	292		155		221		564		939		7,954		—		—		10,125
Correspondent purchased
Pass	346,084		517,976		607,968		246,926		62,744		643,520		—		—		2,425,218
Special Mention	308		674		1,674		420		357		1,133		—		—		4,566
Substandard	—		—		—		564		—		5,402		—		—		5,966
Bulk purchased
Pass	—		—		—		—		—		134,464		—		—		134,464
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		3,208		—		—		3,208
	665,253		1,117,986		1,485,849		817,322		317,676		2,202,364		—		—		6,606,450
Commercial:
Commercial real estate
Pass	403,269		301,164		208,942		81,478		82,027		79,170		10,448		—		1,166,498
Special Mention	2,483		—		—		—		—		—		—		—		2,483
Substandard	67		—		—		594		219		255		—		—		1,135
Commercial and industrial
Pass	30,206		23,166		11,740		3,228		2,693		748		27,104		—		98,885
Special Mention	13,191		—		—		—		—		—		699		—		13,890
Substandard	—		—		—		73		—		82		—		—		155
	449,216		324,330		220,682		85,373		84,939		80,255		38,251		—		1,283,046
Consumer:
Home equity
Pass	5,501		5,624		1,955		1,069		746		2,224		72,119		6,205		95,443
Special Mention	—		46		—		—		—		21		62		195		324
Substandard	—		—		—		—		—		15		125		48		188
Other
Pass	4,758		2,693		787		338		133		129		412		—		9,250
Special Mention	—		—		—		4		—		—		—		1		5
Substandard	2		—		—		—		—		—		—		—		2
	10,261		8,363		2,742		1,411		879		2,389		72,718		6,449		105,212

Total	$	1,124,730	$	1,450,679	$	1,709,273	$	904,106	$	403,494	$	2,285,008	$	110,969	$	6,449	$	7,994,708

Delinquency Status - The following tables set forth, as of the dates indicated, the amortized cost of current loans, loans 30 to 89 days delinquent, and loans 90 or more days delinquent or in foreclosure ("90+/FC"), by class of financing receivable and year of origination or most recent credit decision as of the dates indicated. All revolving lines of credit and revolving lines of credit converted to term loans are presented separately, regardless of origination year.


	June 30, 2024
															Revolving
															Line of
	Current		Fiscal		Fiscal		Fiscal		Fiscal				Revolving		Credit
	Fiscal		Year		Year		Year		Year		Prior		Line of		Converted
	Year		2023		2022		2021		2020		Years		Credit		to Term		Total
	(Dollars in thousands)
One- to four-family:
Originated
Current	$	171,792	$	328,747	$	587,828	$	826,342	$	534,663	$	1,512,418	$	—	$	—	$	3,961,790
30-89	—		170		499		636		783		5,040		—		—		7,128
90+/FC	—		—		28		—		—		2,017		—		—		2,045
Correspondent purchased
Current	805		331,608		489,165		581,028		230,327		647,470		—		—		2,280,403
30-89	—		544		164		449		—		4,181		—		—		5,338
90+/FC	—		—		1,418		—		758		1,747		—		—		3,923
Bulk purchased
Current	—		—		—		—		—		127,990		—		—		127,990
30-89	—		—		—		—		—		277		—		—		277
90+/FC	—		—		—		—		—		1,275		—		—		1,275
	172,597		661,069		1,079,102		1,408,455		766,531		2,302,415		—		—		6,390,169
Commercial:
Commercial real estate
Current	286,592		379,498		299,974		139,033		76,159		124,529		18,866		—		1,324,651
30-89	—		786		—		151		54		1,296		229		—		2,516
90+/FC	—		20		—		—		594		464		—		—		1,078
Commercial and industrial
Current	40,090		38,260		18,514		8,795		1,760		2,257		21,834		—		131,510
30-89	—		—		144		24		—		—		98		—		266
90+/FC	—		—		—		—		—		82		—		—		82
	326,682		418,564		318,632		148,003		78,567		128,628		41,027		—		1,460,103
Consumer:
Home equity
Current	5,894		4,828		4,670		1,512		814		2,304		71,657		6,397		98,076
30-89	—		20		45		—		—		30		321		302		718
90+/FC	—		—		—		—		54		3		137		—		194
Other
Current	3,372		3,171		1,886		433		124		107		293		—		9,386
30-89	102		23		56		—		4		22		2		—		209
90+/FC	—		31		2		—		4		—		5		—		42
	9,368		8,073		6,659		1,945		1,000		2,466		72,415		6,699		108,625

Total	$	508,647	$	1,087,706	$	1,404,393	$	1,558,403	$	846,098	$	2,433,509	$	113,442	$	6,699	$	7,958,897


	September 30, 2023
															Revolving
															Line of
	Fiscal		Fiscal		Fiscal		Fiscal		Fiscal				Revolving		Credit
	Year		Year		Year		Year		Year		Prior		Line of		Converted
	2023		2022		2021		2020		2019		Years		Credit		to Term		Total
	(Dollars in thousands)
One- to four-family:
Originated
Current	$	318,211	$	598,283	$	875,563	$	567,975	$	253,546	$	1,407,090	$	—	$	—	$	4,020,668
30-89	358		898		644		1,437		820		5,960		—		—		10,117
90+/FC	292		155		—		—		209		1,587		—		—		2,243
Correspondent purchased
Current	346,084		518,650		608,573		247,346		62,652		643,739		—		—		2,427,044
30-89	308		—		1,069		564		449		2,862		—		—		5,252
90+/FC	—		—		—		—		—		3,454		—		—		3,454
Bulk purchased
Current	—		—		—		—		—		136,577		—		—		136,577
30-89	—		—		—		—		—		153		—		—		153
90+/FC	—		—		—		—		—		942		—		—		942
	665,253		1,117,986		1,485,849		817,322		317,676		2,202,364		—		—		6,606,450
Commercial:
Commercial real estate
Current	404,867		301,164		208,942		81,478		82,027		79,188		10,448		—		1,168,114
30-89	36		—		—		—		—		—		—		—		36
90+/FC	916		—		—		594		219		237		—		—		1,966
Commercial and industrial
Current	43,397		23,166		11,740		3,228		2,690		748		27,684		—		112,653
30-89	—		—		—		—		2		—		57		—		59
90+/FC	—		—		—		73		1		82		62		—		218
	449,216		324,330		220,682		85,373		84,939		80,255		38,251		—		1,283,046
Consumer:
Home equity
Current	5,428		5,631		1,955		990		746		2,195		71,986		6,312		95,243
30-89	73		39		—		79		—		50		239		125		605
90+/FC	—		—		—		—		—		15		81		11		107
Other
Current	4,737		2,613		765		338		132		129		412		—		9,126
30-89	17		80		22		4		1		—		—		1		125
90+/FC	6		—		—		—		—		—		—		—		6
	10,261		8,363		2,742		1,411		879		2,389		72,718		6,449		105,212

Total	$	1,124,730	$	1,450,679	$	1,709,273	$	904,106	$	403,494	$	2,285,008	$	110,969	$	6,449	$	7,994,708

Gross Charge-Offs - Since the adoption of ASU 2022-02 on October 1, 2023, the Company has been required to present gross charge-offs by class of financing receivable and year of origination or most recent credit decision. The following table sets forth the required gross charge-off information for the nine month period ended June 30, 2024.



															Revolving
															Lines
	Current		Fiscal		Fiscal		Fiscal		Fiscal				Revolving		of Credit
	Fiscal		Year		Year		Year		Year		Prior		Lines of		Converted to
	Year		2023		2022		2021		2020		Years		Credit		Term		Total
	(Dollars in thousands)
One- to four-family:
Originated	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Correspondent purchased	—		—		—		—		—		—		—		—		—
Bulk purchased	—		—		—		—		—		—		—		—		—
	—		—		—		—		—		—		—		—		—

Commercial:
Commercial real estate	50		—		—		—		—		10		—		—		60
Commercial and Industrial	—		—		—		—		—		—		—		—		—
	50		—		—		—		—		10		—		—		60

Consumer:
Home Equity	14		1		—		—		—		—		—		—		15
Other	—		9		13		—		—		4		—		—		26
	14		10		13		—		—		4		—		—		41

Total	$	64	$	10	$	13	$	—	$	—	$	14	$	—	$	—	$	101

Delinquent and Nonaccrual Loans - The following tables present the amortized cost, at the dates indicated, by class, of loans 30 to 89 days delinquent, loans 90 or more days delinquent or in foreclosure, total delinquent loans, current loans, and total loans. At June 30, 2024 and September 30, 2023, all loans 90 or more days delinquent were on nonaccrual status.


	June 30, 2024
			90 or More Days		Total				Total
	30 to 89 Days		Delinquent or		Delinquent		Current		Amortized
	Delinquent		in Foreclosure		Loans		Loans		Cost
	(Dollars in thousands)
One- to four-family:
Originated	$	7,128	$	2,045	$	9,173	$	3,961,790	$	3,970,963
Correspondent purchased	5,338		3,923		9,261		2,280,403		2,289,664
Bulk purchased	277		1,275		1,552		127,990		129,542
Commercial:
Commercial real estate	2,516		1,078		3,594		1,324,651		1,328,245
Commercial and industrial	266		82		348		131,510		131,858
Consumer:
Home equity	718		194		912		98,076		98,988
Other	209		42		251		9,386		9,637
	$	16,452	$	8,639	$	25,091	$	7,933,806	$	7,958,897


	September 30, 2023
			90 or More Days		Total				Total
	30 to 89 Days		Delinquent or		Delinquent		Current		Amortized
	Delinquent		in Foreclosure		Loans		Loans		Cost
	(Dollars in thousands)
One- to four-family:
Originated	$	10,117	$	2,243	$	12,360	$	4,020,668	$	4,033,028
Correspondent purchased	5,252		3,454		8,706		2,427,044		2,435,750
Bulk purchased	153		942		1,095		136,577		137,672
Commercial:
Commercial real estate	36		1,966		2,002		1,168,114		1,170,116
Commercial and industrial	59		218		277		112,653		112,930
Consumer:
Home equity	605		107		712		95,243		95,955
Other	125		6		131		9,126		9,257
	$	16,347	$	8,936	$	25,283	$	7,969,425	$	7,994,708

The amortized cost of mortgage loans secured by residential real estate for which formal foreclosure proceedings were in process as of June 30, 2024 and September 30, 2023 was $1.9 million and $2.5 million, respectively, which is included in loans 90 or more days delinquent or in foreclosure in the tables above. The carrying value of residential OREO held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure was $219 thousand at September 30, 2023. There was no residential OREO held at June 30, 2024.

The following table presents the amortized cost at June 30, 2024 and September 30, 2023, by class, of loans classified as nonaccrual. Additionally, the amortized cost of nonaccrual loans that had no related ACL is presented, all of which were individually evaluated for loss and any identified losses have been charged off.


	June 30, 2024				September 30, 2023
	Nonaccrual Loans		Nonaccrual Loans with No ACL		Nonaccrual Loans		Nonaccrual Loans with No ACL
	(Dollars in thousands)
One- to four-family:
Originated	$	2,046	$	158	$	2,457	$	471
Correspondent purchased	3,923		—		3,739		285
Bulk purchased	1,275		817		942		630
Commercial:
Commercial real estate	1,078		446		1,984		446
Commercial and industrial	113		83		218		155
Consumer:
Home equity	194		—		107		3
Other	42		—		6		—
	$	8,671	$	1,504	$	9,453	$	1,990

Loan Modifications - The following tables present the amortized cost basis of loans as of June 30, 2024 that were both experiencing financial difficulties and modified during the periods noted, by class of financing receivable and by type of modification. Also presented in the tables is the percentage of the amortized cost basis of loans as of June 30, 2024 that were modified to borrowers experiencing financial difficulties as compared to the amortized cost basis of each class of financing receivable as of June 30, 2024. During the three months and nine months ended June 30, 2024, there was a $50 thousand charge-off related to a commercial real estate loan modified during the nine months ended June 30, 2024. The Company has not committed to lend additional amounts to borrowers included in these tables.


	For the Three Months Ended June 30, 2024
									Combination-				Total
									Term Extension				Class of
	Principal		Interest Rate		Payment		Term		and				Financing
	Forgiveness		Reduction		Delay		Extension		Payment Delay		Total		Receivable
	(Dollars in thousands)
One- to four-family:
Originated	$	—	$	—	$	—	$	623	$	59	$	682	0.02	%
Correspondent	—		—		—		—		—		—		—
Bulk purchased	—		—		—		—		—		—		—
	—		—		—		623		59		682		0.01
Commercial:
Commercial real estate	—		—		—		—		—		—		—
Commercial and industrial	—		—		—		—		30		30		0.02
	—		—		—		—		30		30		—
Consumer loans:
Home equity	—		—		—		—		—		—		—
Other	—		—		—		—		—		—		—
	—		—		—		—		—		—		—

Total	$	—	$	—	$	—	$	623	$	89	$	712	0.01


	For the Nine Months Ended June 30, 2024
									Combination-				Total
									Term Extension				Class of
	Principal		Interest Rate		Payment		Term		and				Financing
	Forgiveness		Reduction		Delay		Extension		Payment Delay		Total		Receivable
	(Dollars in thousands)
One- to four-family:
Originated	$	—	$	—	$	—	$	623	$	7,114	$	7,737	0.19	%
Correspondent	—		—		—		—		1,731		1,731		0.08
Bulk purchased	—		—		—		—		—		—		—
	—		—		—		623		8,845		9,468		0.15
Commercial:
Commercial real estate	—		—		—		—		192		192		0.01
Commercial and industrial	—		—		—		—		486		486		0.37
	—		—		—		—		678		678		0.05
Consumer loans:
Home equity	—		—		—		—		—		—		—
Other	—		—		—		—		—		—		—
	—		—		—		—		—		—		—

Total	$	—	$	—	$	—	$	623	$	9,523	$	10,146	0.13

Financial effect of loan modifications - The loan modifications during the three months and nine months ended June 30, 2024 were term extensions or a combination of term extensions and payment delays. The table below presents the financial effects of loan modifications during the three and nine months ended June 30, 2024.

For the Three Months Ended June 30, 2024

For the Nine Months Ended June 30, 2024

Term

Payment

Term

Payment

Extension

Delays

Extension

Delays

One- to four-family:

Originated

20 months

8 months

31 months

4 months

Correspondent

N/A

17 months

4 months

Commercial:

Commercial real estate

N/A

24 months

Commercial and industrial

9 months

6 months

Performance of loan modifications - The following table provides information about the subsequent performance during the nine months ended June 30, 2024 of loans modified for borrowers experiencing financial difficulty.



	30 to 89 Days Delinquent		90 or More Days Delinquent or in Foreclosure		Total Delinquent Loans		Current Loans		Total Amortized Cost
	(in thousands)
One- to four-family:
Originated	$	1,847	$	205	$	2,052	$	5,685	$	7,737
Correspondent	182		—		182		1,549		1,731

Commercial:
Commercial real estate	50		—		50		142		192
Commercial & industrial	—		—		—		486		486



	$	2,079	$	205	$	2,284	$	7,862	$	10,146

TDRs - Prior to the adoption of ASU 2022-02 on October 1, 2023, loans were accounted for as TDRs if the Bank granted a concession to a borrower experiencing financial difficulties. The following table presents the amortized cost prior to restructuring and immediately after restructuring in all loans restructured during the periods presented.


	For the Three Months Ended					For the Nine Months Ended
	June 30, 2023					June 30, 2023
	Number	Pre-		Post-		Number	Pre-		Post-
	of	Restructured		Restructured		of	Restructured		Restructured
	Contracts	Outstanding		Outstanding		Contracts	Outstanding		Outstanding
	(Dollars in thousands)
One- to four-family:
Originated	1	$	110	$	110	1	$	110	$	110

Bulk purchased	—	—		—		1	239		257




Home equity	1	38		38		1	38		38

	2	$	148	$	148	3	$	387	$	405

During the three months ended June 30, 2023, there were no TDRs that became delinquent within 12 months after being restructured. During the nine months ended June 30, 2023 there was one one- to four-family originated TDR with an amortized cost of $8 thousand that became delinquent within 12 months after being restructured.

Allowance for Credit Losses - The following is a summary of ACL activity, by loan portfolio segment, for the periods presented.


	For the Three Months Ended June 30, 2024
	One- to Four-Family
			Correspondent		Bulk
	Originated		Purchased		Purchased		Total		Commercial		Consumer		Total
	(Dollars in thousands)
Beginning balance	$	2,072	$	2,793	$	195	$	5,060	$	19,330	$	244	$	24,634
Charge-offs	—		—		—		—		(50)		(26)		(76)
Recoveries	17		—		—		17		2		—		19
Provision for credit losses	(79)		(163)		(29)		(271)		1,514		34		1,277
Ending balance	$	2,010	$	2,630	$	166	$	4,806	$	20,796	$	252	$	25,854


	For the Nine Months Ended June 30, 2024
	One- to Four-Family
			Correspondent		Bulk
	Originated		Purchased		Purchased		Total		Commercial		Consumer		Total
	(Dollars in thousands)
Beginning balance	$	2,149	$	2,972	$	207	$	5,328	$	18,180	$	251	$	23,759
Adoption of ASU 2022-02	3		1		14		18		2		—		20
Balance at October 1, 2023	2,152		2,973		221		5,346		18,182		251		23,779
Charge-offs	—		—		—		—		(60)		(41)		(101)
Recoveries	25		—		—		25		3		15		43
Provision for credit losses	(167)		(343)		(55)		(565)		2,671		27		2,133
Ending balance	$	2,010	$	2,630	$	166	$	4,806	$	20,796	$	252	$	25,854


	For the Three Months Ended June 30, 2023
	One- to Four-Family
			Correspondent		Bulk
	Originated		Purchased		Purchased		Total		Commercial		Consumer		Total
	(Dollars in thousands)
Beginning balance	$	2,139	$	3,074	$	221	$	5,434	$	14,222	$	233	$	19,889
Charge-offs	—		—		—		—		—		(11)		(11)
Recoveries	1		—		—		1		—		—		1
Provision for credit losses	15		7		18		40		2,463		17		2,520
Ending balance	$	2,155	$	3,081	$	239	$	5,475	$	16,685	$	239	$	22,399


	For the Nine Months Ended June 30, 2023
	One- to Four-Family
			Correspondent		Bulk
	Originated		Purchased		Purchased		Total		Commercial		Consumer		Total
	(Dollars in thousands)
Beginning balance	$	2,066	$	2,734	$	206	$	5,006	$	11,120	$	245	$	16,371
Charge-offs	—		—		—		—		—		(31)		(31)
Recoveries	2		—		—		2		1		2		5
Provision for credit losses	87		347		33		467		5,564		23		6,054
Ending balance	$	2,155	$	3,081	$	239	$	5,475	$	16,685	$	239	$	22,399

The key assumptions in the Company's ACL model include the economic forecast, the forecast and reversion to mean time periods, and prepayment and curtailment assumptions. Management also considered certain qualitative factors when evaluating the adequacy of the ACL at June 30, 2024. The key assumptions utilized in estimating the Company's ACL at June 30, 2024 are discussed below.

•Economic Forecast - Management considered several economic forecasts provided by a third party and selected an economic forecast that was the most appropriate considering the facts and circumstances at June 30, 2024. The forecasted economic indices applied to the model at June 30, 2024 were the national unemployment rate, changes in commercial real estate price index, changes in home values, and changes in the U.S. gross domestic product. The economic index most impactful to all loan pools within the model at June 30, 2024 was the national unemployment rate. The forecasted national unemployment rate in the economic scenario selected by management at June 30, 2024 had the national unemployment rate at 4.1% through June 30, 2025, which was the end of our four-quarter forecast time period.

•Forecast and reversion to mean time periods - The forecasted time period and the reversion to mean time period were each four quarters for all of the economic indices at June 30, 2024.

•Prepayment and curtailment assumptions - The assumptions used at June 30, 2024 were generally based on actual historical prepayment and curtailment speeds, adjusted by management as deemed necessary. The prepayment and curtailment assumptions vary for each respective loan pool in the model.

•Qualitative factors - The qualitative factors applied by management at June 30, 2024 included the following:

◦The economic uncertainties related to the unemployment rate, the labor force composition, and the labor participation rate that are not captured in the third-party economic forecast scenarios; and

◦Other management considerations related to commercial loans to account for credit risks not fully reflected in the discounted cash flow model.

Reserve for Off-Balance Sheet Credit Exposures - The following is a summary of the changes in reserve for off-balance sheet credit exposures during the periods indicated. At June 30, 2024 and September 30, 2023, the Bank's off-balance sheet credit exposures totaled $754.6 million and $837.7 million, respectively.


	For the Three Months Ended				For the Nine Months Ended
	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
	(Dollars in thousands)
Beginning balance	$	3,679	$	5,768	$	4,095	$	4,751
Adoption of ASU 2022-02	—		—		16		—
(Release)/provision for credit losses	195		(1,196)		(237)		(179)
Ending balance	$	3,874	$	4,572	$	3,874	$	4,572

5. BORROWED FUNDS

Borrowings - Borrowings at June 30, 2024 consisted of $2.29 billion in FHLB advances, of which $1.99 billion were fixed-rate advances and $300.0 million were variable-rate advances, and $1.1 million in finance leases. Borrowings at September 30, 2023 consisted of $2.38 billion in FHLB advances, of which $2.02 billion were fixed-rate advances and $365.0 million were variable-rate advances, and $500.0 million of borrowings from the Federal Reserve's Bank Term Funding Program ("BTFP"). During the current year period, the Bank paid off the $500.0 million of BTFP borrowings.

As of June 30, 2024 and September 30, 2023, the Bank held interest rate swap agreements with an aggregate notional amount of $300.0 million and $365.0 million, respectively, in order to hedge the variable cash flows associated with $300.0 million and $365.0 million, respectively, of adjustable-rate FHLB advances. At June 30, 2024 and September 30, 2023, the interest rate swap agreements had an average remaining term to maturity of 1.7 years and 2.1 years, respectively. The interest rate swaps were designated as cash flow hedges and involved the receipt of variable amounts from a counterparty in exchange for the Bank making fixed-rate payments over the life of the interest rate swap agreements. At June 30, 2024 and September 30, 2023, the interest rate swaps were in a gain position with a total fair value of $6.6 million and $13.0 million, respectively, which was reported in other assets on the consolidated balance sheet. During the three and nine month periods ended June 30, 2024, $1.6 million and $5.2 million, respectively, was reclassified from AOCI as a decrease to interest expense. During the three and nine month periods ended June 30, 2023, $1.7 million and $3.7 million, respectively, was reclassified from AOCI as a decrease to interest expense. At June 30, 2024, the Company estimated that $4.3 million of interest expense associated with the interest rate swaps would be reclassified from AOCI as a decrease to interest expense on FHLB borrowings during the next 12 months. The Bank has minimum collateral posting thresholds with its derivative counterparties and posts collateral on a daily basis. The Bank held cash collateral of $7.3 million and $14.0 million at June 30, 2024 and September 30, 2023, respectively, in compliance with its minimum posting requirements.

Periodically, management has utilized a leverage strategy to increase earnings which entails entering into short-term FHLB borrowings and depositing the proceeds from these FHLB borrowings, net of the cost to purchase FHLB stock to meet FHLB stock holding requirements, at the FRB of Kansas City ("leverage strategy"). The leverage strategy is not a core operating business for the Company. It provides the Company the ability to utilize excess capital to generate earnings. Additionally, it is a strategy that can be exited quickly without additional costs. Leverage strategy borrowings are repaid prior to each quarter end. The leverage strategy was not in place during the current year nine month period due to the strategy being unprofitable, but it was in place at points during the prior year nine month period. When the leverage strategy is in place, it reduces the net interest margin due to the amount of earnings from the transaction in comparison to the size of the transaction. Management continues to monitor the net interest rate spread and overall profitability of the leverage strategy.

6. INCOME TAXES

Prior to the Small Business Job Protection Act (the "1996 Act"), the Bank was permitted to deduct, up to a specified formula limit, a certain percentage of income as bad debts, for which the Bank was not required to establish a deferred tax liability. Rather, the difference was recorded in the Bank's retained earnings. As a result of the 1996 Act, savings institutions, like the Bank, have been required to use the specific charge-off method in computing bad debt deductions beginning with their 1996 Federal tax return. Pre-1988 bad debt reserves in retained earnings remain subject to recapture by the Bank on the occurrence of certain distributions in excess of current earnings and profits accumulated in tax years beginning after December 31, 1951 ("accumulated earnings and profits"). The Bank estimates its pre-1988 bad debt reserves to be $85.5 million at June 30, 2024, which equates to an unrecorded deferred tax liability of $18.0 million at June 30, 2024. Any distributions from the Bank to Capitol Federal Financial, Inc., which would be deemed to be drawn out of the Bank's pre-1988 bad debt reserves, would require a payment of taxes at the then-current rate by the Bank on the amount of earnings deemed to be removed from the bad debt reserves for such distribution, thereby reducing the amount of cash that can be distributed to the Company.

The net loss associated with the strategic securities transaction ("securities strategy") that was recognized in fiscal year 2023 net income will be recognized in the Company's fiscal year 2024 income tax return due to the sale of the securities occurring in October 2023 (in fiscal 2024). As a result, the Company anticipates it will report a taxable net loss on its September 30, 2024 corporate income tax return. Due to the anticipated taxable net loss in fiscal year 2024, the Bank's earning distributions to the Company during fiscal year 2024 will be deemed to draw upon the Bank's pre-1988 bad debt reserves. This has resulted and will continue to result in an increase in income tax expense in fiscal year 2024 equivalent to the distributions paid by the Bank that are deemed to be drawn upon the Bank's pre-1988 bad debt reserves times the Bank's current statutory tax rate. These amounts will be treated as discrete tax items when the distributions are paid and will offset the Bank's net operating loss deferred tax asset. During the current fiscal year, the Bank has recorded $3.4 million of income tax expense related to these distributions.

During the current fiscal year, the Company reversed the $47.0 million deferred tax asset as of September 30, 2023 related to the net loss on the securities transaction and recorded a deferred tax asset for the anticipated taxable net loss in the current fiscal year. The deferred tax asset related to the anticipated taxable net loss, or net operating loss, was $36.2 million at June 30, 2024. In addition, the

Company recorded a deferred tax asset in the current fiscal year related to its low income housing tax credits that are currently not utilized due to tax return income limitations. The related deferred tax asset at June 30, 2024 was $10.0 million. Federal net operating losses carry forward indefinitely and federal tax credits carry forward for 20 years.

The Company assesses the available positive and negative evidence surrounding the recoverability of its deferred tax assets and applies its judgment in estimating the amount of valuation allowance necessary under the circumstances. At June 30, 2024, the Company does not believe a valuation allowance is necessary on the deferred income tax assets recorded during the current quarter as it is more likely than not that these amounts will be realized through the reversal of the Company's existing taxable temporary differences and projected future taxable income.

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Measurements - The Company uses fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures in accordance with ASC 820 and ASC 825. The Company's AFS securities and interest rate swaps are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other financial instruments on a non-recurring basis, such as OREO and loans individually evaluated for impairment. These non-recurring fair value adjustments involve the application of lower of cost or fair value accounting or write-downs of individual financial instruments.

The Company groups its financial instruments at fair value in three levels based on the markets in which the financial instruments are traded and the reliability of the assumptions used to determine fair value. These levels are:

•Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.

•Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

•Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company's own estimates of assumptions that market participants would use in pricing the financial instrument. Valuation techniques include the use of option pricing models, discounted cash flow models, and similar techniques. The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the financial instrument.

The Company bases the fair value of its financial instruments on the price that would be received from the sale of an instrument in an orderly transaction between market participants at the measurement date under current market conditions. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The following is a description of valuation methodologies used for financial instruments measured at fair value on a recurring basis.

AFS Securities - The Company's AFS securities portfolio is carried at estimated fair value. The Company primarily uses prices obtained from third-party pricing services to determine the fair value of its securities. On a quarterly basis, management corroborates a sample of prices obtained from the third-party pricing service for Level 2 securities by comparing them to an independent source. If the price provided by the independent source varies by more than a predetermined percentage from the price received from the third-party pricing service, then the variance is researched by management. The Company did not have to adjust prices obtained from the third-party pricing service when determining the fair value of its securities during the nine months ended June 30, 2024 or during fiscal year 2023. The Company's major security types, based on the nature and risks of the securities, are:

•MBS - The majority of these securities are issued by GSEs. Estimated fair values are based on a discounted cash flow method. Cash flows are determined based on prepayment projections of the underlying mortgages and are discounted using current market yields for benchmark securities. (Level 2)

•GSE debentures - Estimated fair values are based on a discounted cash flow method. Cash flows are determined by taking any embedded options into consideration and are discounted using current market yields for similar securities. (Level 2)

•Corporate Bonds and Municipal Bonds - Estimated fair values are based on a discounted cash flow method. Cash flows are determined by taking any embedded options into consideration and are discounted using current market yields for securities with similar credit profiles. (Level 2)

Interest Rate Swaps - The Company's interest rate swaps are designated as cash flow hedges and are reported at fair value in other assets on the consolidated balance sheet if in a gain position, and in other liabilities if in a loss position, with any unrealized gains and losses, net of taxes, reported as AOCI in stockholders' equity. See "Note 5. Borrowed Funds" for additional information. The estimated fair values of the interest rates swaps are obtained from the counterparty and are determined by a discounted cash flow analysis using observable market-based inputs. On a quarterly basis, management corroborates the estimated fair values by internally calculating the estimated fair value using a discounted cash flow analysis with independent observable market-based inputs from a third party. No adjustments were made to the estimated fair values obtained from the counterparty during the nine months ended June 30, 2024 or during fiscal year 2023. (Level 2)

The following tables provide the level of valuation assumption used to determine the carrying value of the Company's financial instruments measured at fair value on a recurring basis at the dates presented. The Company did not have any Level 3 financial instruments measured at fair value on a recurring basis at June 30, 2024 or September 30, 2023.


	June 30, 2024
			Quoted Prices		Significant		Significant
			in Active Markets		Other Observable		Unobservable
	Carrying		for Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Assets:
AFS Securities:
MBS	$	682,075	$	—	$	682,075	$	—

GSE debentures	116,538		—		116,538		—
Corporate bonds	3,340		—		3,340		—

	801,953		—		801,953		—
Interest rate swaps	6,612		—		6,612		—
	$	808,565	$	—	$	808,565	$	—


	September 30, 2023
			Quoted Prices		Significant		Significant
			in Active Markets		Other Observable		Unobservable
	Carrying		for Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Assets:
AFS Securities:
MBS	$	900,734	$	—	$	900,734	$	—
GSE debentures	479,428		—		479,428		—
Corporate bonds	3,378		—		3,378		—
Municipal bonds	942		—		942		—
	1,384,482		—		1,384,482		—
Interest rate swaps	13,018		—		13,018		—
	$	1,397,500	$	—	$	1,397,500	$	—

The following is a description of valuation methodologies used for significant financial instruments measured at fair value on a non-recurring basis. The significant unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that, if changed, could result in higher or lower fair value measurements of these assets as of the reporting date.

Loans Receivable - Collateral dependent assets are assets evaluated on an individual basis. Those collateral dependent assets that are evaluated on an individual basis are considered financial assets measured at fair value on a non-recurring basis. The fair value of collateral dependent loans/loans individually evaluated for loss on a non-recurring basis during the nine months ended June 30, 2024 and 2023 that were still held in the portfolio as of June 30, 2024 and 2023 was $1.6 million and $3.9 million, respectively. Fair values of collateral dependent loans/loans individually evaluated for loss cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the loan and, as such, are classified as Level 3.

The one- to four-family loans included in this amount were individually evaluated to determine if the carrying value of the loan was in excess of the fair value of the collateral, less estimated selling costs of 10%. Fair values were estimated through current appraisals. Management does not adjust or apply a discount to the appraised value of one- to four-family loans, except for the estimated sales cost noted above, and the primary unobservable input for these loans was the appraisal.

For commercial loans, if the most recent appraisal or book value of the collateral does not reflect current market conditions due to the passage of time and/or other factors, management will adjust the existing appraised or book value based on knowledge of local market conditions, recent transactions, and estimated selling costs, if applicable. Adjustments to appraised or book values are generally based on assumptions not observable in the marketplace. The primary significant unobservable inputs for commercial loans individually evaluated during the nine months ended June 30, 2024 and June 30, 2023 were downward adjustments to the book value of the collateral for lack of marketability. During the nine months ended June 30, 2024, the adjustments ranged from 5% to 100%, with a weighted average of 33%. During the nine months ended June 30, 2023, the adjustments ranged from 8% to 100%, with a weighted average of 21%. The basis utilized in calculating the weighted averages for these adjustments was the original unadjusted value of each collateral item.

OREO - OREO primarily represents real estate acquired as a result of foreclosure or by deed in lieu of foreclosure and is carried at the lower of cost or fair value. The fair value for one- to four-family OREO is estimated through current appraisals or listing prices, less estimated selling costs of 10%. Management does not adjust or apply a discount to the appraised value or listing price, except for the estimated sales costs noted above. The primary significant unobservable input for one- to four-family OREO was the appraisal or listing price. There was no one- to four-family OREO measured on a non-recurring basis during the nine months ended June 30, 2024 or June 30, 2023. The carrying value of the properties equaled the fair value of the properties at June 30, 2024 and 2023.

For commercial OREO, if the most recent appraisal or book value of the collateral does not reflect current market conditions due to the passage of time and/or other factors, management will adjust the existing appraised or book value based on knowledge of local market conditions, recent transactions, and estimated selling costs, if applicable. Adjustments to appraised or book values are generally based on assumptions not observable in the marketplace. The primary significant unobservable input for commercial OREO is downward adjustments to book value of the collateral for lack of marketability. Fair values of foreclosed property cannot be determined with precision and may not be realized in an actual sale of the property and, as such, are classified as Level 3. There was no commercial OREO measured on a non-recurring basis during the nine months ended June 30, 2024 and 2023.

Fair Value Disclosures - The Company estimated fair value amounts using available market information and a variety of valuation methodologies as of the dates presented. Considerable judgment is required to interpret market data to develop the estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company would realize from a current market exchange at subsequent dates.

The carrying amounts and estimated fair values of the Company's financial instruments by fair value hierarchy, at the dates presented, were as follows:


	June 30, 2024
	Carrying		Estimated Fair Value
	Amount		Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	317,821	$	317,821	$	317,821	$	—	$	—
AFS securities	801,953		801,953		—		801,953		—

Loans receivable	7,933,043		7,416,109		—		—		7,416,109

FHLB stock	106,309		106,309		106,309		—		—

Interest rate swaps	6,612		6,612		—		6,612		—
Liabilities:
Deposits	6,129,660		6,109,214		3,199,850		2,909,364		—
Borrowings	2,291,605		2,243,964		—		2,243,964		—



	September 30, 2023
	Carrying		Estimated Fair Value
	Amount		Total		Level 1		Level 2		Level 3
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	245,605	$	245,605	$	245,605	$	—	$	—
AFS securities	1,384,482		1,384,482		—		1,384,482		—

Loans receivable	7,970,949		7,358,462		—		—		7,358,462

FHLB stock	110,714		110,714		110,714		—		—

Interest rate swaps	13,018		13,018		—		13,018		—
Liabilities:
Deposits	6,051,220		6,004,975		3,321,028		2,683,947		—
Borrowings	2,879,125		2,802,849		—		2,802,849		—

8. ACCUMULATED OTHER COMPREHENSIVE INCOME

The following tables present the changes in the components of AOCI, net of tax, for the periods indicated.


	For the Three Months Ended June 30, 2024
	Unrealized		Unrealized
	Gains (Losses)		Gains (Losses)
	on AFS		on Cash Flow		Total
	Securities		Hedges		AOCI
	(Dollars in thousands)
Beginning balance	$	8,780	$	5,747	14,527

Other comprehensive income (loss), before reclassifications	(2,412)		829		(1,583)
Amount reclassified from AOCI, net of taxes of $502	—		(1,561)		(1,561)

Other comprehensive income (loss)	(2,412)		(732)		(3,144)

Ending balance	$	6,368	$	5,015	11,383


	For the Nine Months Ended June 30, 2024
	Unrealized	Unrealized
	Gains (Losses)	Gains (Losses)
	on AFS	on Cash Flow	Total
	Securities	Hedges	AOCI
	(Dollars in thousands)
Beginning balance	(1,142)	9,842	8,700

Other comprehensive income (loss), before reclassifications	8,698	352	9,050
Amount reclassified from AOCI, net of taxes of $1,670	—	(5,179)	(5,179)
Reclassification adjustment for gross gains on AFS securities included in net income, net of taxes of $383	(1,188)	—	(1,188)
Other comprehensive income (loss)	7,510	(4,827)	2,683

Ending balance	6,368	5,015	11,383


	For the Three Months Ended June 30, 2023
	Unrealized	Unrealized
	Gains (Losses)	Gains (Losses)
	on AFS	on Cash Flow	Total
	Securities	Hedges	AOCI
	(Dollars in thousands)
Beginning balance	(125,292)	6,649	(118,643)

Other comprehensive income (loss), before reclassifications	(10,765)	4,369	(6,396)
Amount reclassified from AOCI, net of taxes of $538	—	(1,667)	(1,667)
Other comprehensive income (loss)	(10,765)	2,702	(8,063)

Ending balance	(136,057)	9,351	(126,706)


	For the Nine Months Ended June 30, 2023
	Unrealized		Unrealized
	Gains (Losses)		Gains (Losses)
	on AFS		on Cash Flow		Total
	Securities		Hedges		AOCI
	(Dollars in thousands)
Beginning balance	$	(155,119)	$	9,486	$	(145,633)

Other comprehensive income (loss), before reclassifications	19,062		3,589		22,651
Amount reclassified from AOCI, net of taxes of $1,202	—		(3,724)		(3,724)
Other comprehensive income (loss)	19,062		(135)		18,927

Ending balance	$	(136,057)	$	9,351	$	(126,706)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The Company and the Bank may from time to time make written or oral "forward-looking statements," including statements contained in documents filed or furnished by the Company with the SEC. These forward-looking statements may be included in this Quarterly Report on Form 10-Q and the exhibits attached to it, in the Company's reports to stockholders, in the Company's press releases, and in other communications by the Company, which are made in good faith pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, which are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond our control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements. The following factors, among others, could cause our future results to differ materially from the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions expressed in the forward-looking statements:

•our ability to maintain overhead costs at reasonable levels;

•our ability to originate a sufficient volume of one- to four-family loans in order to maintain the balance of that portfolio at a level desired by management;

•our ability to invest funds in wholesale or secondary markets at favorable yields compared to the related funding source;

•our ability to access cost-effective funding and maintain sufficient liquidity;

•the expected synergies and other benefits from our acquisition activities might not be realized to the extent anticipated, within the anticipated time frames, or at all;

•our ability to extend our commercial banking and trust asset management expertise across our market areas;

•fluctuations in deposit flows;

•transactions or activities that may result in the recapture of base-year, tax basis bad debt reserves;

•the future earnings and capital levels of the Bank, the impact of the pre-1988 bad debt recapture and the continued non-objection by our primary federal banking regulators, to the extent required, to distribute capital from the Bank to the Company, which could affect the Company's income tax expense and the Company's ability to pay dividends in accordance with its dividend policy and/or repurchase shares;

•the strength of the U.S. economy in general and the strength and/or the availability of labor in the local economies in which we conduct operations, including areas where we have purchased large amounts of correspondent loans, originated commercial loans, and entered into commercial loan participations;

•changes in real estate values, unemployment levels, general economic trends, and the level and direction of loan delinquencies and charge-offs may require changes in the estimates of the adequacy of the ACL and may adversely affect our business;

•increases in classified and/or non-performing assets, which may require the Bank to increase the ACL, charge-off loans and incur elevated collection and carrying costs related to such non-performing assets;

•results of examinations of the Bank and the Company by their respective primary federal banking regulators, including the possibility that the regulators may, among other things, require us to increase our ACL;

•changes in accounting principles, policies, or guidelines;

•the effects of, and changes in, monetary and interest rate policies of the Board of Governors of the Federal Reserve System ("FRB");

•the effects of, and changes in, trade and fiscal policies and laws of the United States government;

•the effects of, and changes in, foreign and military policies of the United States government;

•inflation, interest rate, market, monetary, and currency fluctuations and the effects of a potential economic recession or slower economic growth;

•the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor or depositor sentiment;

•the timely development and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing, and quality compared to competitors' products and services;

•the willingness of users to substitute competitors' products and services for our products and services;

•our success in gaining regulatory approval of our products and services and branching locations, when required;

•the impact of interpretations of, and changes in, financial services laws and regulations, including laws concerning taxes, banking, securities, consumer protection, trust and insurance and the impact of other governmental initiatives affecting the financial services industry;

•the ability to attract and retain skilled employees;

•implementing business initiatives may be more difficult or expensive than anticipated;

•significant litigation;

•technological changes;

•our ability to maintain the security of our financial, accounting, technology, and other operating systems and facilities, including the ability to withstand cyberattacks;

•changes in consumer spending, borrowing and saving habits; and

•our success at managing the risks involved in our business.

This list of factors is not all inclusive. For a discussion of risks and uncertainties related to our business that could adversely impact our operations and/or financial results, see "Part I, Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and Part II, Item 1A. Risk Factors within this Quarterly Report on Form 10-Q. We do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company or the Bank.

As used in this Form 10-Q, unless we specify or the context indicates otherwise, "the Company," "we," "us," and "our" refer to Capitol Federal Financial, Inc. a Maryland corporation, and its subsidiaries. "Capitol Federal Savings," and "the Bank," refer to Capitol Federal Savings Bank, a federal savings bank and the wholly-owned subsidiary of Capitol Federal Financial, Inc.

The following discussion and analysis is intended to assist in understanding the financial condition, results of operations, liquidity, and capital resources of the Company. The Bank comprises almost all of the consolidated assets and liabilities of the Company and the Company is dependent primarily upon the performance of the Bank for the results of its operations. Because of this relationship, references to management actions, strategies and results of actions apply to both the Bank and the Company except where the context indicates otherwise. This discussion and analysis should be read in conjunction with Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the SEC.

Available Information

Financial and other Company information, including press releases, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports can be obtained free of charge from our investor relations website, http://ir.capfed.com. SEC filings are available on our website immediately after they are electronically filed with or furnished to the SEC, and are also available on the SEC's website at www.sec.gov.

Critical Accounting Estimates

Our most critical accounting estimates are the methodologies used to determine the ACL and reserve for off-balance sheet credit exposures and fair value measurements. These estimates are important to the presentation of our financial condition and results of operations, involve a high degree of complexity, and require management to make difficult and subjective judgments that may require assumptions about highly uncertain matters. The use of different judgments, assumptions, and estimates could affect reported results materially. These critical accounting estimates and their application are reviewed at least annually by the audit committee of our Board of Directors. For a full discussion of our critical accounting estimates, see "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Executive Summary

The following summary should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations section in its entirety.

In October 2023, the Company initiated a securities strategy by selling $1.30 billion of securities, representing 94% of its securities portfolio. Since the Company did not have the intent to hold the $1.30 billion of securities to maturity at September 30, 2023, the Company recognized an impairment loss on those securities, $192.6 million of which was reflected in the Company's financial statements for the quarter and fiscal year ended September 30, 2023. The securities strategy was designed to allow the Company to improve its earnings stream going forward, beginning in the current fiscal year, by redeploying most of the proceeds into current market rate securities and to provide liquidity to deleverage the balance sheet utilizing the remaining proceeds. During the quarter ended December 31, 2023 the Company completed the sale of securities and recognized $13.3 million ($10.0 million net of tax), or $0.08 per share, of additional loss related to the sale of the securities. See additional information regarding the impact of the securities strategy on our financial measurements in "Comparison of Operating Results for the Nine Months Ended June 30, 2024 and June 30, 2023 - Average Balance Sheet" below. The $1.30 billion of securities sold had a weighted average yield of 1.22% and an average duration of 3.6 years. With the proceeds from the sale of the securities, the Company purchased $632.0 million of securities yielding 5.75%, paid down $500.0 million of borrowings with a cost of 4.70%, and deposited the remaining cash with the FRB earning interest

at the reserve balance rate, pending its use to fund commercial activity or other Bank operations. See additional discussion related to commercial loan activity in the "Financial Condition" and "Financial Condition - Loans Receivable" sections below.

The Company recognized net income of $26.0 million, or $0.20 per share, for the current year period, compared to net income of $38.7 million, or $0.29 per share, for the prior year period. The lower net income for the current year period was primarily a result of the $10.0 million (net of tax) of net losses associated with the securities strategy, a decrease in deposit service fees, a decrease in net interest income, and an increase in income tax expense largely related to the pre-1988 bad debt recapture, partially offset by a lower provision for credit losses and a decrease in non-interest expense. Excluding the effects of the net loss associated with the securities strategy, EPS would have been $0.28 for the current year period. The income tax expense associated with the pre-1988 bad debt recapture negatively impacted earnings by $0.02 per share in the current year period. See additional discussion related to the pre-1988 bad debt recapture in the "Comparison of Operating Results for the Three Months Ended June 30, 2024 and March 31, 2024" section below.

Periodically at management's discretion, we have utilized a strategy to increase earnings which entails entering into short-term FHLB borrowings and depositing the proceeds from these FHLB borrowings, net of the cost to purchase FHLB stock to meet FHLB stock holding requirements, at the FRB of Kansas City (the "leverage strategy"). See additional information regarding the leverage strategy in the "Financial Condition - Borrowings" section below. When the leverage strategy is in place, it increases assets and liabilities and reduces the net interest margin due to the amount of earnings from the transaction in comparison to the size of the transaction.

The net interest margin increased 27 basis points, from 1.50% for the prior year period to 1.77% for the current year period, due primarily to the leverage strategy being in place during the prior year period but not in place during the current year period. The leverage strategy negatively impacted the net interest margin for the prior year period by 16 basis points. The remaining improvement in the net interest margin absent the leverage strategy when compared to the prior year period, was due to higher yields on securities and loans which outpaced the increase in the cost of deposits, largely in retail certificates of deposit.

The Company's efficiency ratio was 69.77% for the current year period compared to 61.78% for the prior year period. Excluding the net loss from the securities strategy, the efficiency ratio would have been 62.87% for the current year period. The change in the efficiency ratio, excluding the securities strategy, was due primarily to lower non-interest income in the current year period compared to the prior year period. The Company's operating expense ratio (annualized) for the current year period was 1.18% compared to 1.03% for the prior year period, due mainly to lower average assets in the current year period. The leverage strategy was in place at times during the prior year period, which increased assets, but was not in place during the current year period.

Total assets were $9.60 billion at June 30, 2024, a $574.7 million decrease from September 30, 2023, due primarily to the securities strategy. The loan portfolio was $7.93 billion at June 30, 2024, a $37.9 million decrease from September 30, 2023, due mainly to a $214.4 million decrease in one- to four-family loans, partially offset by a $177.9 million increase in commercial loans. As a result of rising interest rates and lack of housing inventory, there has been a slowdown in the housing market which has reduced the demand for residential loans and directly impacted the Bank's one- to four-family loan portfolio. Origination and refinance activity has slowed considerably, and there has been a reduction in one- to four-family loan balances through scheduled repayments and loan payoffs. Additionally, during the current quarter, the Bank suspended its one- to four-family correspondent lending channels for the foreseeable future. Management expects the Bank's one- to four-family loan portfolio will continue to decrease as cash flows generated from the one- to four-family portfolio are used to fund commercial loan growth.

Total deposits were $6.13 billion at June 30, 2024, an increase of $78.4 million from September 30, 2023. The increase in deposits was primarily in retail certificates of deposit, all in the 14 months or shorter term category, partially offset by a decrease in retail money market accounts as some customers elected to move funds to the Bank's certificate of deposit offerings or the Bank's higher yielding savings account offering. Management continues to competitively price certain short-term retail certificate of deposit products so that if market rates were to decrease in the near future, the Bank would be able to more quickly reprice those balances to lower market rates at maturity.

Total borrowings were $2.29 billion at June 30, 2024, a decrease of $587.5 million from September 30, 2023. The decrease was due primarily to $500.0 million of borrowings under the BTFP that were paid off during the quarter ended December 31, 2023 in conjunction with the securities strategy. Management estimates that the Bank had $3.00 billion in additional liquidity available at June 30, 2024, based on the Bank's blanket collateral agreement with FHLB and unencumbered securities.

The Bank's asset quality remained strong, reflected in low delinquency and charge-off ratios. At June 30, 2024, loans 30 to 89 days delinquent were 0.21% of total loans receivable, net, and loans 90 or more days delinquent or in foreclosure were 0.11% of total loans receivable, net. During the current year period, net charge-offs ("NCOs") were $58 thousand.

At June 30, 2024, the gap between the amount of the Bank's interest-earning assets and its interest-bearing liabilities projected to reprice within one year was $(1.40) billion, or (14.6)% of total assets, compared to $(1.19) billion, or (11.7)% of total assets, at

September 30, 2023. The change in the one-year gap amount was due to a net increase in the amount of liability cash flows coming due in one year, partially offset by an increase in the amount of interest-earning asset cash flows coming due in one year as of June 30, 2024, compared to September 30, 2023. The net increase in liability cash flows coming due in one year primarily related to the Bank's retail certificate of deposit portfolio, partially offset by a decrease in borrowings coming due in one year as the Bank repaid its BTFP amount outstanding in conjunction with the securities strategy. The increase in the one-year cash flow for retail certificates of deposit was due to the Bank continuing to offer higher rates on shorter-term certificates of deposit. The increase in interest-earning assets projected to mature or reprice within one year was due primarily to an increase in the amount of loans expected to mature or reprice, as well as to an increase in the balance of cash between periods.

The Bank's Digital Transformation and Business Initiatives

With the implementation of our new core system and its ancillary systems ("digital transformation") in August 2023, we improved our internal and customer-facing technology. The digital transformation implemented technology needed to enhance our customers' experience, deepen our wallet share with existing customers, and attract new customers. In addition to the technology improvements, management has adjusted staffing in several areas to align with the Bank's strategy to grow and enhance commercial banking and lending. Pairing improved technology, products and services with the right organizational structure has provided benefits in each customer segment: consumer, small business and commercial.

The Bank has gained immediate traction with the new and improved True Blue Online ("TBO"), the Bank's digital banking platform for consumers and small businesses. Those gains include:

aMobile app store ratings have improved by over 100% for Android year-over-year and approximately 25% for iOS since the digital transformation,

bVolume of deposit accounts opened online through the digital channel is 60% higher in the current fiscal year compared to the prior fiscal year,

cOver 27,000 new users of our credit score service in TBO since August 2023, and

dContinued growth in person-to-person payment volume following the integration of Zelle into TBO:

iSettlement volume is up 37% quarter over quarter and 97% compared to the same quarter in 2023, and

iiTransaction volume is up 32% quarter over quarter and 121% compared to the same quarter in 2023.

During the current quarter, we continued to improve our consumer banking products and services, leveraging technology from the digital transformation. We are now accepting credits from two instant payment networks: RTP® and FedNow®, enabling our deposit customers to receive credits in seconds.

Our small business customers now have access to improved digital services, and management has realigned staffing to focus on growing small business banking. We are in the process of adding more small business services into TBO to continue deposit and fee income growth in this area.

For commercial banking, alignment of technology, people, products and services is crucial to our objective of capturing complete banking relationships as we continue to strategically grow this business. The technology implemented with the digital transformation provides more flexibility for structuring commercial loan transactions and has allowed us to build digital banking services to meet our customers' deposit and payment requirements to grow deposit and treasury management fee income. During the current quarter several new treasury management services were added in response to the needs of customers in the sales pipeline. Leveraging our new technology and organizational structure to quickly respond to customer needs in the sales pipeline is central to our growth strategy for commercial deposits.

Management has continued to adjust staffing in numerous areas of the Bank, including deposit operations, lending, and commercial banking, to ensure resources are aligned with our priorities and strategies.

Financial Condition

The following table summarizes the Company's financial condition at the dates indicated.


							Annualized					Annualized
	June 30,			March 31,			Percent		September 30,			Percent
	2024			2024			Change		2023			Change
	(Dollars and shares in thousands)
Total assets	$	9,602,757		$	9,721,286		(4.9)	%	$	10,177,461		(7.5)	%
AFS securities	801,953			842,950			(19.5)		1,384,482			(56.1)
Loans receivable, net	7,933,043			7,877,569			2.8		7,970,949			(0.6)
Deposits	6,129,660			6,141,711			(0.8)		6,051,220			1.7
Borrowings	2,291,605			2,351,022			(10.1)		2,879,125			(27.2)
Stockholders' equity	1,020,676			1,024,903			(1.6)		1,044,054			(3.0)
Equity to total assets at end of period	10.6		%	10.5		%			10.3		%
Average number of basic shares outstanding	129,866			130,536			(2.1)		133,225			(3.4)
Average number of diluted shares outstanding	129,866			130,536			(2.1)		133,225			(3.4)

During the current quarter, total assets decreased $118.5 million, to $9.60 billion at June 30, 2024, due primarily to a decrease in cash which was used to pay off certain borrowings that matured and to fund deposit withdrawals and other Bank operations. The loan portfolio mix continued to shift from one- to four-family loans to commercial loans during the current quarter, with $115.4 million in commercial loan growth (34% annualized), partially offset by a $59.9 million decrease in one- to four-family loans due primarily to a $52.1 million decrease in one- to four-family correspondent loans.

Total liabilities were $8.58 billion at June 30, 2024, a decrease of $114.3 million from March 31, 2024, due primarily to a $59.4 million decrease in borrowings as not all maturing FHLB borrowings were replaced. Total deposits were $6.13 billion at June 30, 2024, a $12.1 million decrease from March 31, 2024. The decrease was primarily in retail money market and checking accounts, partially offset by an increase in retail certificates of deposit in terms of 14 months or less and the high yield savings account.

Loans Receivable. The following table presents the balance and weighted average rate of our loan portfolio as of the dates indicated.


	June 30, 2024				March 31, 2024				September 30, 2023
	Amount		Rate		Amount		Rate		Amount		Rate
	(Dollars in thousands)
One- to four-family:
Originated	$	3,961,407	3.54	%	$	3,950,097	3.47	%	$	3,978,837	3.39	%
Correspondent purchased	2,262,371		3.47		2,314,448		3.46		2,405,911		3.44
Bulk purchased	129,102		2.52		132,284		2.28		137,193		1.85
Construction	24,642		5.94		40,628		4.84		69,974		3.68
Total	6,377,522		3.50		6,437,457		3.45		6,591,915		3.38
Commercial:
Commercial real estate	1,119,295		5.43		1,035,634		5.32		995,788		5.29
Commercial and industrial	131,848		6.69		112,123		6.53		112,953		6.36
Construction	214,240		5.76		202,201		5.54		178,746		5.01
Total	1,465,383		5.59		1,349,958		5.46		1,287,487		5.35
Consumer loans:
Home equity	98,736		8.90		96,114		8.86		95,723		8.83
Other	9,637		5.65		9,203		5.50		9,256		5.20
Total	108,373		8.61		105,317		8.57		104,979		8.51
Total loans receivable	7,951,278		3.96		7,892,732		3.86		7,984,381		3.76

Less:
ACL	25,854				24,634				23,759
Deferred loan fees/discounts	30,777				30,007				31,335
Premiums/deferred costs	(38,396)				(39,478)				(41,662)
Total loans receivable, net	$	7,933,043			$	7,877,569			$	7,970,949

Loan Activity - The following table summarizes activity in the loan portfolio, along with weighted average rates where applicable, for the periods indicated, excluding changes in ACL, deferred loan fees/discounts, and premiums/deferred costs. Loans that were paid off as a result of refinances are included in repayments. Loan endorsements are not included in the activity in the following table because a new loan is not generated at the time of the endorsement. The endorsed balance and rate are included in the ending loan portfolio balance and rate. Commercial loan renewals are not included in the activity presented in the following table unless new funds are disbursed at the time of renewal. The renewal balance and rate are included in the ending loan portfolio balance and rate.



	For the Three Months Ended				For the Nine Months Ended
	June 30, 2024				June 30, 2024				June 30, 2023
	Amount		Rate		Amount		Rate		Amount		Rate
					(Dollars in thousands)
Beginning balance	$	7,892,732	3.86	%	$	7,984,381	3.76	%	$	7,471,670	3.33	%
Originated and refinanced	324,124		7.43		511,845		7.29		780,458		5.77
Purchased and participations	6,268		8.50		34,212		7.94		613,274		5.54
Change in undisbursed loan funds	8,303				126,191				(145,788)
Repayments	(260,092)				(685,068)				(739,192)
Principal (charge-offs)/recoveries, net	(57)				(58)				(26)
Other	(20,000)				(20,225)				(5,656)
Ending balance	$	7,951,278	3.96		$	7,951,278	3.96		$	7,974,740	3.67

The following table presents loan origination, refinance, and purchase/participation activity for the periods indicated, excluding endorsement activity, along with associated weighted average rates and percent of total. Commercial loan renewals are not included in the activity in the following table except to the extent new funds are disbursed at the time of renewal. Loan originations, purchases/participations, and refinances are reported together.


	For the Nine Months Ended
	June 30, 2024						June 30, 2023
	Amount		Rate		% of Total		Amount		Rate		% of Total
	(Dollars in thousands)
Fixed-rate:
One- to four-family	$	139,848	6.54	%	25.6	%	$	341,893	5.28	%	24.5	%
One- to four-family construction	18,166		6.71		3.3		30,783		5.50		2.2
Commercial:
Real estate	4,601		7.62		0.8		16,373		7.17		1.2
Commercial and industrial	20,169		6.96		3.7		31,725		8.04		2.3
Construction	3,632		7.07		0.7		148,930		5.89		10.7
Home equity	6,234		9.03		1.2		4,342		8.03		0.3
Consumer other	2,359		7.15		0.4		3,225		6.84		0.2
Total fixed-rate	195,009		6.72		35.7		577,271		5.68		41.4

Adjustable-rate:
One- to four-family	45,258		6.36		8.3		316,460		4.91		22.7
One- to four-family construction	12,914		6.55		2.4		22,537		5.09		1.6
Commercial:
Real estate	82,937		7.50		15.2		220,322		5.57		15.8
Commercial and industrial	47,010		7.61		8.6		53,099		7.26		3.8
Construction	131,772		8.04		24.1		157,528		6.12		11.3
Home equity	28,363		9.44		5.2		45,433		8.27		3.3
Consumer other	2,794		5.38		0.5		1,082		4.02		0.1
Total adjustable-rate	351,048		7.67		64.3		816,461		5.66		58.6

Total originated, refinanced and purchased/participations	$	546,057	7.33		100.0	%	$	1,393,732	5.67		100.0	%

Purchased and participation loans included above:
Fixed-rate:
Correspondent purchased - one- to four-family	$	2,978	6.43				$	190,076	5.14

Participations and purchases - commercial	3,500		7.00				19,016		9.43

Total fixed-rate purchased/participations	6,478		6.74				209,092		5.53

Adjustable-rate:
Correspondent purchased - one- to four-family	519		2.93				212,123		4.85

Participations and purchases - commercial	27,215		8.33				192,059		6.32

Total adjustable-rate purchased/participations	27,734		8.22				404,182		5.55
Total purchased/participation loans	$	34,212	7.94				$	613,274	5.54

One- to Four-Family Loans - The following table presents, for our portfolio of one- to four-family loans, the amount, percent of total, weighted average rate, weighted average credit score, weighted average LTV ratio, and average balance per loan as of June 30, 2024. Credit scores were updated in September 2023 from a nationally recognized consumer rating agency. The LTV ratios were based on the current loan balance and either the lesser of the purchase price or original appraisal, or the most recent Bank appraisal, if available. In most cases, the most recent appraisal was obtained at the time of origination.



			% of				Credit			Average
	Amount		Total		Rate		Score	LTV		Balance
	(Dollars in thousands)
Originated	$	3,961,407	62.1	%	3.54	%	771	59	%	$	167
Correspondent purchased	2,262,371		35.5		3.47		767	63		406
Bulk purchased	129,102		2.0		2.52		772	54		282
Construction	24,642		0.4		5.94		770	46		368
	$	6,377,522	100.0	%	3.50		770	60		214

The following table presents originated and correspondent purchased activity in our one- to four-family loan portfolio, excluding endorsement activity, along with associated weighted average rates, weighted average LTVs and weighted average credit scores for the periods indicated.


	For the Three Months Ended							For the Nine Months Ended
	June 30, 2024							June 30, 2024
							Credit							Credit
	Amount		Rate		LTV		Score	Amount		Rate		LTV		Score
	(Dollars in thousands)
Originated	$	101,341	6.44	%	75	%	770	$	212,689	6.53	%	74	%	769
Correspondent purchased	—		—		—		—	3,497		5.91		70		765

	$	101,341	6.44		75		770	$	216,186	6.52		74		768

As of June 30, 2024, the Bank had one- to four-family loan origination and refinance commitments of $58.6 million at a weighted average rate of 6.57%. There were no one- to four-family correspondent loan purchase commitments at June 30, 2024, as during the current quarter the Bank suspended purchasing one- to four-family loans from correspondent lenders for the foreseeable future.

Commercial Loans - During the nine months ended June 30, 2024, the Bank originated and entered into commercial loan participations totaling $290.1 million, including $135.4 million in commercial construction loans, $87.5 million in commercial real estate loans, and $67.2 million in commercial and industrial loans. During that period, the Bank also processed commercial loan disbursements, excluding lines of credit, of approximately $241.0 million at a weighted average rate of 6.42%, which included $194.3 million, $29.5 million, and $17.2 million of disbursements on new and existing commercial construction, commercial real estate, and commercial and industrial loans, respectively.

As of June 30, 2024, March 31, 2024, and September 30, 2023, the Bank's commercial and industrial gross loan amounts (unpaid principal plus undisbursed amounts) totaled $169.0 million, $164.8 million and $158.5 million, respectively, and commitments totaled $1.1 million, $2.9 million and $2.6 million, respectively. Of the $169.0 million outstanding at June 30, 2024, $76.9 million, or 46%, of the portfolio related to working capital loans, $45.0 million, or 27%, related to financing/leasing/purchasing vehicles and equipment, and $38.5 million, or 23%, related to purchasing/refinancing business and/or assets.

The following table presents the Bank's commercial real estate and commercial construction loans by type of primary collateral as of the dates indicated. As of June 30, 2024, the Bank had six commercial real estate and commercial construction loan commitments, totaling $59.1 million, at a weighted average rate of 7.57%. We anticipate fully funding the majority of the undisbursed amounts as most are not cancellable by the Bank. Of the total commercial real estate and commercial construction undisbursed amounts and commitments outstanding as of June 30, 2024, management anticipates funding approximately $98 million during the September 2024 quarter, $70 million during the December 2024 quarter, $66 million during the March 2025 quarter, and $128 million during the June 2025 quarter or later. At June 30, 2024, the unpaid principal balance of non-owner occupied commercial real estate loans was $828.6 million and the unpaid principal balance of owner occupied commercial real estate loans was $144.6 million, which are included in the table below.


	June 30, 2024										March 31, 2024			September 30, 2023
		Unpaid			Undisbursed			Gross Loan			Gross Loan			Gross Loan
	Count	Principal			Amount			Amount			Amount			Amount
		(Dollars in thousands)
Multi-family	41	$	164,318		$	217,459		$	381,777		$	301,285		$	308,846
Retail building	139	268,734			58,744			327,478			342,713			352,499
Senior housing	34	305,386			5,792			311,178			313,362			331,207
Hotel	17	282,176			22,046			304,222			245,336			233,012
Office building	79	128,201			627			128,828			129,599			130,921
One- to four-family property	340	59,899			3,998			63,897			63,661			70,265
Single use building	31	43,143			593			43,736			43,834			47,193
Warehouse/manufacturing	42	32,173			560			32,733			32,660			35,963
Other	63	49,505			7,596			57,101			60,991			53,032
	786	$	1,333,535		$	317,415		$	1,650,950		$	1,533,441		$	1,562,938

Weighted average rate		5.48		%	6.71		%	5.72		%	5.53		%	5.47		%

The following table summarizes the Bank's commercial real estate and commercial construction loans by state as of the dates indicated.


	June 30, 2024							March 31, 2024		September 30, 2023
		Unpaid		Undisbursed		Gross Loan		Gross Loan		Gross Loan
	Count	Principal		Amount		Amount		Amount		Amount
		(Dollars in thousands)
Kansas	580	$	522,486	$	167,445	$	689,931	$	658,576	$	670,498
Texas	19	295,655		48,396		344,051		344,349		348,707
Missouri	149	272,232		60,805		333,037		301,969		332,610
Colorado	8	40,194		10,293		50,487		54,751		49,385
New York	1	60,000		—		60,000		—		—
Tennessee	1	33,397		946		34,343		34,520		42,136
Arkansas	4	33,181		253		33,434		33,529		33,046
Nebraska	7	32,564		4		32,568		37,634		37,609
Other	17	43,826		29,273		73,099		68,113		48,947
	786	$	1,333,535	$	317,415	$	1,650,950	$	1,533,441	$	1,562,938

The following table presents the Bank's commercial loan portfolio and outstanding loan commitments, categorized by aggregate gross loan amount (unpaid principal plus undisbursed amounts) or outstanding loan commitment amount and average loan amount, as of June 30, 2024. For loans over $50.0 million, $143.1 million were multi-family loans located in Kansas and Missouri, $116.0 million related to hotels in New York and Texas, and $60.0 million related to an office building in Texas. The current weighted average LTV based on the total projected disbursed loan amounts and the weighted average actual/projected DSCR for loans over $50 million was 57% and 1.37x respectively, as of June 30, 2024.


				Average
	Count	Amount		Amount
	(Dollars in thousands)
Greater than $50 million	5	$	319,146	$	63,829
>$30 to $50 million	7	241,624		34,518
>$20 to $30 million	11	266,942		24,267
>$15 to $20 million	9	153,790		17,088
>$10 to $15 million	14	169,472		12,105
>$5 to $10 million	32	233,458		7,296
$1 to $5 million	135	308,176		2,283
Less than $1 million	1,190	187,592		158
	1,403	$	1,880,200	$	1,340

Asset Quality

Delinquent and nonaccrual loans and OREO. The following table presents the Company's 30 to 89 day delinquent loans at the dates indicated. The amounts in the table represent the unpaid principal balance of the loans less related charge-offs, if any. Of the loans 30 to 89 days delinquent at June 30, 2024, 56% were 59 days or less delinquent.


	Loans Delinquent for 30 to 89 Days at:
	June 30,				March 31,				September 30,
	2024				2024				2023
	Number	Amount			Number	Amount			Number	Amount
	(Dollars in thousands)
One- to four-family:
Originated	70	$	7,148		72	$	6,803		88	$	9,078
Correspondent purchased	13	5,278			10	3,144			17	5,192
Bulk purchased	1	277			5	856			1	149
Construction	—	—			—	—			4	1,123
Commercial:
Commercial real estate	10	2,516			9	3,111			1	36
Commercial and industrial	5	265			2	243			4	58
Consumer	40	926			35	601			30	730
	139	$	16,410		133	$	14,758		145	$	16,366

Loans 30 to 89 days delinquent
to total loans receivable, net		0.21		%		0.19		%		0.21		%

The following table presents the Company's nonaccrual loans and OREO at the dates indicated. The amounts in the table represent the unpaid principal balance of the loans less related charge-offs, if any. Nonaccrual loans are loans that are 90 or more days delinquent or in foreclosure and other loans required to be reported as nonaccrual pursuant to accounting and/or regulatory reporting requirements and/or internal policies, even if the loans are current. At all dates presented, there were no loans 90 or more days delinquent that were still accruing interest. Non-performing assets include nonaccrual loans and OREO.


	Nonaccrual Loans and OREO at:
	June 30,				March 31,				September 30,
	2024				2024				2023
	Number	Amount			Number	Amount			Number	Amount
	(Dollars in thousands)
Loans 90 or More Days Delinquent or in Foreclosure:
One- to four-family:
Originated	24	$	2,046		23	$	2,380		24	$	2,246
Correspondent purchased	7	3,860			8	3,969			9	3,410
Bulk purchased	4	1,271			3	962			2	942
Commercial:
Commercial real estate	6	1,078			7	1,076			8	1,966
Commercial and industrial	2	82			4	127			4	217
Consumer	13	236			10	250			9	113
	56	8,573			55	8,764			56	8,894

Loans 90 or more days delinquent or in foreclosure
as a percentage of total loans		0.11		%		0.11		%		0.11		%

Nonaccrual loans less than 90 Days Delinquent:(1)
One- to four-family:
Originated	—	$	—		—	$	—		2	$	215
Correspondent purchased	—	—			—	—			1	282
Bulk purchased	—	—			—	—			—	—
Commercial:
Commercial real estate	—	—			—	—			1	18
Commercial and industrial	1	30			1	25			—	—
Consumer	—	—			—	—			—	—
	1	30			1	25			4	515
Total nonaccrual loans	57	8,603			56	8,789			60	9,409

Nonaccrual loans as a percentage of total loans		0.11		%		0.11		%		0.12		%

OREO:
One- to four-family:
Originated(2)	—	$	—		1	$	67		—	$	—
Correspondent purchased	—	—			—	—			1	219






	—	—			1	67			1	219
Total non-performing assets	57	$	8,603		57	$	8,856		61	$	9,628

Non-performing assets as a percentage of total assets		0.09		%		0.09		%		0.09		%

(1)Includes loans required to be reported as nonaccrual pursuant to accounting and/or internal policies, even if the loans are current.

(2)Real estate-related consumer loans where we also hold the first mortgage are included in the one- to four-family category as the underlying collateral is one- to four-family property.

The following table presents the states where the properties securing ten percent or more of the total amount of our one- to four-family loans are located and the corresponding balance of loans 30 to 89 days delinquent, 90 or more days delinquent or in foreclosure, and weighted average LTV ratios for loans 90 or more days delinquent or in foreclosure at June 30, 2024. The LTV ratios were based on the current loan balance and either the lesser of the purchase price or original appraisal, or the most recent Bank appraisal, if available. At June 30, 2024, potential losses, after taking into consideration anticipated private mortgage insurance proceeds and estimated selling costs, have been charged-off.


					Loans 30 to 89				Loans 90 or More Days Delinquent
	One- to Four-Family				Days Delinquent				or in Foreclosure
State	Amount		% of Total		Amount		% of Total		Amount		% of Total		LTV
	(Dollars in thousands)
Kansas	$	3,518,238	55.2	%	$	5,984	47.1	%	$	1,763	24.6	%	51	%
Missouri	1,096,438		17.2		3,703		29.2		309		4.3		35

Other states	1,762,846		27.6		3,016		23.7		5,105		71.1		54



	$	6,377,522	100.0	%	$	12,703	100.0	%	$	7,177	100.0	%	53

Classified loans. The following table presents loans classified as special mention or substandard at the dates presented. The amounts in the table represent the unpaid principal balance of the loans less related charge-offs, if any. The increase in commercial special mention loans at June 30, 2024 compared to September 30, 2023 was due mainly to two loans moving to special mention during the current year period as certain underlying economic considerations related to the loans are being monitored by management.


	June 30, 2024				March 31, 2024				September 30, 2023
	Special Mention		Substandard		Special Mention		Substandard		Special Mention		Substandard
	(Dollars in thousands)
One- to four-family	$	20,362	$	21,623	$	21,531	$	21,033	$	18,603	$	19,314
Commercial	23,212		2,531		19,886		1,969		16,407		1,293
Consumer	270		345		263		309		327		190
	$	43,844	$	24,499	$	41,680	$	23,311	$	35,337	$	20,797

Allowance for Credit Losses. The distribution of our ACL and the ratio of ACL to loans receivable, by loan type, at the dates indicated is summarized below. See "Note 4. Loans Receivable and Allowance for Credit Losses" for additional information related to the calculation of ACL as of June 30, 2024. The increase in the ACL to loans receivable ratio at June 30, 2024 compared to March 31, 2024 and September 30, 2023 was due primarily to changes in the loan portfolio mix, due specifically to commercial loan growth. Commercial loans generally have higher expected credit losses compared to one- to four-family loans.


	Distribution of ACL						Ratio of ACL to Loans Receivable
	June 30,		March 31,		September 30,		June 30,		March 31,		September 30,
	2024		2024		2023		2024		2024		2023
	(Dollars in thousands)
One- to four-family:
Originated	$	1,984	$	2,035	$	2,084	0.05	%	0.05	%	0.05	%
Correspondent purchased	2,630		2,793		2,972		0.12		0.12		0.12
Bulk purchased	167		195		207		0.13		0.15		0.15
Construction	27		37		65		0.11		0.09		0.09
Total	4,808		5,060		5,328		0.08		0.08		0.08
Commercial:
Real estate	17,616		16,605		15,589		1.57		1.60		1.57
Commercial and industrial	1,134		1,019		1,104		0.86		0.91		0.98
Construction	2,045		1,706		1,487		0.95		0.84		0.83
Total	20,795		19,330		18,180		1.42		1.43		1.41
Consumer	251		244		251		0.23		0.23		0.24
Total	$	25,854	$	24,634	$	23,759	0.33		0.31		0.30

The following table presents ACL activity and related ratios at the dates and for the periods indicated. On October 1, 2023, the Bank adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), which eliminated the accounting guidance for TDRs by creditors. The Company applied a modified retrospective approach when adopting ASU 2022-02, resulting in a cumulative-effect adjustment which is reflected in the table below ("ASU 2022-02 Adoption"). See "Note 1. Summary of Significant Accounting Policies" for additional information regarding the adoption of ASU 2022-02.


	At or For the Nine Months Ended
	June 30, 2024			June 30, 2023
	(Dollars in thousands)
Balance at beginning of period	$	23,759		$	16,371
ASU 2022-02 Adoption	20			—
Charge-offs	(101)			(31)
Recoveries	43			5
Net (charge-offs) recoveries	(58)			(26)
Provision for credit losses	2,133			6,054
Balance at end of period	$	25,854		$	22,399

Ratio of NCOs during the period
to average non-performing assets	0.64		%	0.31		%

ACL to nonaccrual loans at end of period	300.52			345.72

ACL to loans receivable, net at end of period	0.33			0.28

ACL to NCOs (annualized)	332x			667x

The ratio of NCOs to average non-performing assets was higher at the end of the current year period due primarily to higher NCOs compared to the prior year period. The ratio of ACL to nonaccrual loans was lower at the end of the current year period compared to the end of the prior year period due mainly to a higher balance of nonaccrual loans compared to the prior year period, partially offset by a higher ACL balance at June 30, 2024. The ratio of ACL to loans receivable, net was higher at the end of the current year period compared to the end of the prior year period due primarily to changes in the loan portfolio mix, specifically commercial loan growth. The ratio of ACL to NCOs was lower at the end of the current year period compared to the end of the prior year period due mainly to higher NCOs, partially offset by a higher ACL balance. See "Note 4. Loans Receivable and Allowance for Credit Losses" for additional information related to ACL activity by specific loan categories.

The following table presents NCOs, average loans, and NCOs as a percentage of average loans, by loan type, for the periods indicated.


	For the Nine Months Ended
	June 30, 2024						June 30, 2023
	NCOs		Average Loans		% of Average Loans		NCOs		Average Loans		% of Average Loans
	(Dollars in thousands)
One- to four-family:
Originated	$	(25)	$	3,958,194	—	%	$	(2)	$	3,985,686	—	%
Correspondent	—		2,367,032		—		—		2,419,202		—
Bulk purchased	—		133,783		—		—		144,514		—
Construction	—		36,500		—		—		65,382		—
Total	(25)		6,495,509		—		(2)		6,614,784		—
Commercial:
Real estate	60		1,038,727		0.01		(1)		842,324		—
Commercial and industrial	(3)		116,424		—		—		87,713		—
Construction	—		188,090		—		—		187,512		—
Total	57		1,343,241		—		(1)		1,117,549		—
Consumer:
Home equity	15		97,016		0.02		16		93,800		0.02
Other	11		9,654		0.11		13		8,800		0.15
Total	26		106,670		0.02		29		102,600		0.03
	$	58	$	7,945,420	—		$	26	$	7,834,933	—

While management utilizes its best judgment and information available, the adequacy of the ACL is determined by certain factors outside of the Company's control, such as the performance of our loan portfolio, changes in the economic environment including economic uncertainty, changes in interest rates, and the views of regulatory authorities toward classification of assets and the level of ACL. Additionally, the level of ACL may fluctuate based on the balance and mix of the loan portfolio. If actual results reflect significant underperformance compared to our assumptions and/or if one or more of our assumptions, such as the economic forecast, represents a more negative outlook in a future period, there could be additions to our ACL and an increase in the provision for credit losses.

Securities. The following table presents the distribution of our securities portfolio, at amortized cost, at the dates indicated. The majority of our securities are government guaranteed or issued by GSEs. Overall, fixed-rate securities comprised 94% of our securities portfolio at June 30, 2024. The weighted average life ("WAL") is the estimated remaining maturity (in years) after three month historical prepayment speeds and projected call option assumptions have been applied. Weighted average yields on tax-exempt securities are not calculated on a fully tax-equivalent basis. The change in the portfolio yield at June 30, 2024 and March 31, 2024 compared to September 30, 2023 was primarily related to the securities strategy.


	June 30, 2024					March 31, 2024					September 30, 2023
	Amount		Yield		WAL	Amount		Yield		WAL	Amount		Yield	WAL
	(Dollars in thousands)
MBS	$	672,754	5.69	%	5.7	$	636,387	5.68	%	6.2	$	901,440	1.71%	4.7
U.S. Treasury bills	—		—		—	99,408		5.38		0.1	—		—	—
GSE debentures	116,802		5.60		5.6	91,542		5.62		5.5	479,610		0.64	1.9
Corporate bonds	4,000		5.12		7.9	4,000		5.12		8.1	4,000		5.12	8.6
Municipal bonds	—		—		—	—		—		—	942		2.55	6.9
	$	793,556	5.68	%	5.7	$	831,337	5.63	%	5.4	$	1,385,992	1.35%	3.8

The following table summarizes the activity in our securities portfolio for the periods presented. The weighted average yields for the beginning and ending balances are as of the first and last days of the periods presented and are generally derived from recent prepayment activity on the securities in the portfolio. The beginning and ending WALs are the estimated remaining principal repayment terms (in years) after three month historical prepayment speeds and projected call option assumptions have been applied.


	For the Nine Months Ended
	June 30, 2024					June 30, 2023
	Amount		Yield		WAL	Amount		Yield		WAL
	(Dollars in thousands)
Beginning balance - carrying value	$	1,384,482	1.35	%	3.8	$	1,563,307	1.29	%	4.2
Maturities and repayments	(373,739)					(141,357)
Proceeds from sale	(1,272,512)					—
Net amortization of (premiums)/discounts	7,327					(2,296)
Purchases	1,059,833		5.59		4.5	—		—		—
Net loss from securities transactions	(13,345)					—
Change in valuation on AFS securities	9,907					25,213
Ending balance - carrying value	$	801,953	5.68		5.7	$	1,444,867	1.33		4.0

Liabilities. Total liabilities were $8.58 billion at June 30, 2024, compared to $9.13 billion at September 30, 2023. The decrease was due primarily to a decrease in borrowings as some of the funds from the securities strategy were used to repay all $500.0 million of outstanding borrowings under the BTFP.

Deposits. The following table presents the amount, weighted average rate and percent of total for the components of our deposit portfolio at the dates presented. The amount of commercial non-maturity deposits included in the table below at June 30, 2024, March 31, 2024, and September 30, 2023 was $247.5 million, $251.8 million, and $267.3 million, respectively. The increase in the deposit portfolio rate at June 30, 2024 compared to March 31, 2024, and September 30, 2023 was due mainly to higher rates on retail certificates of deposit.


	June 30, 2024						March 31, 2024						September 30, 2023
					% of						% of						% of
	Amount		Rate		Total		Amount		Rate		Total		Amount		Rate		Total
	(Dollars in thousands)
Non-interest-bearing checking	$	548,760	—	%	9.0	%	$	549,818	—	%	8.9	%	$	558,326	—	%	9.2	%
Interest-bearing checking	872,462		0.27		14.2		902,848		0.19		14.7		901,994		0.19		14.9
Savings	515,399		0.56		8.4		482,503		0.27		7.9		480,091		0.12		7.9
Money market	1,263,229		1.67		20.6		1,300,252		1.67		21.2		1,380,617		1.96		22.8
Retail certificates of deposit	2,773,048		4.18		45.2		2,725,110		4.01		44.4		2,533,954		3.47		41.9
Commercial certificates of deposit	59,372		4.35		1.0		55,727		4.19		0.9		48,751		3.56		0.8
Public unit certificates of deposit	97,390		4.67		1.6		125,453		4.61		2.0		147,487		4.44		2.5
	$	6,129,660	2.44		100.0	%	$	6,141,711	2.32		100.0	%	$	6,051,220	2.07		100.0	%

Management has focused on retaining and growing deposits through the introduction of a high-yield savings account early in fiscal year 2024 which has a current rate of 4.21% for balances over $10 thousand. The high-yield savings account balance was $58.2 million as of June 30, 2024. A portion of the decrease in the money market portfolio during the current year period has been attributable to the growth in this product, along with the growth in retail certificates of deposit. Management has sought to grow certificates of deposit with terms of 14 months or less by offering market competitive rates. We have focused on terms that will allow us to price down certificates of deposit if the FRB reduces overnight rates. Our certificate of deposit retention rate has been approximately 90% over the past 12-months.

As of June 30, 2024, approximately $751.2 million (or approximately 12%) of the Bank's Call Report deposit balance was uninsured, of which approximately $440.0 million related to commercial and retail deposit accounts and the remainder was mainly comprised of fully collateralized public unit deposits and intercompany accounts. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements.

Borrowings. Total borrowings at June 30, 2024 were $2.29 billion, which was comprised of $1.99 billion in fixed-rate FHLB advances, $300.0 million in FHLB variable-rate advances tied to interest rate swaps, and $1.1 million in finance leases.

The following table presents the maturity of term borrowings, which consist of FHLB advances, along with associated weighted average contractual and effective rates as of June 30, 2024. Amortizing FHLB advances are presented based on their maturity dates versus their quarterly scheduled repayment dates.



Maturity by			Contractual		Effective
Fiscal Year	Amount		Rate		Rate(1)
	(Dollars in thousands)

2024	$	175,000	4.79	%	2.92	%
2025	650,000		3.30		2.96
2026	575,000		2.81		2.95
2027	480,000		3.14		3.25
2028	315,574		4.93		4.18
2029	97,500		4.40		4.40
	$	2,293,074	3.53		3.24

(1)The effective rate includes the impact of interest rate swaps and the amortization of deferred prepayment penalties resulting from FHLB advances previously prepaid.

The following table presents borrowing activity for the periods shown. The borrowings presented in the table have original contractual terms of one year or longer or are tied to interest rate swaps with original contractual terms of one year or longer. Line of credit borrowings and finance leases are excluded from the table. The effective rate is shown as a weighted average and includes the impact of interest rate swaps and the amortization of deferred prepayment penalties resulting from FHLB advances previously prepaid. The weighted average maturity ("WAM") is the remaining weighted average contractual term in years. The beginning and ending WAMs represent the remaining maturity at each date presented. During the current year nine month period, BTFP borrowings were paid off with the proceeds received from the securities strategy.


	For the Three Months Ended					For the Nine Months Ended
	June 30, 2024					June 30, 2024					June 30, 2023
			Effective					Effective					Effective
	Amount		Rate		WAM	Amount		Rate		WAM	Amount		Rate		WAM
						(Dollars in thousands)
Beginning balance	$	2,352,992	3.16	%	1.9	$	2,882,828	3.34	%	1.8	$	2,062,500	2.44	%	2.5
Maturities and repayments	(109,918)		2.17			(339,754)		2.91			(222,254)		1.89
New FHLB borrowings	50,000		4.61		5.0	250,000		4.55		4.2	650,000		4.47		3.2
BTFP, net	—		—		—	(500,000)		4.70		—	500,000		4.70		1.0
Ending balance	$	2,293,074	3.24		1.7	$	2,293,074	3.24		1.7	$	2,990,246	3.30		2.0

Leverage Strategy

Periodically, the Bank has utilized a leverage strategy to increase earnings, which entails entering into short-term FHLB borrowings and depositing the proceeds from these FHLB borrowings, net of the purchases of FHLB stock made to meet FHLB stock holding requirements, at the FRB of Kansas City. The leverage strategy is not a core operating business for the Company. It provides the Company the ability to utilize excess capital to generate earnings. Additionally, it is a strategy that can be exited quickly without additional costs. The profitability of the leverage strategy is attributable to net income derived from the dividends received on the increased FHLB stock holdings, plus the net interest rate spread between the yield on the leverage strategy cash at the FRB of Kansas City and the rate paid on the leverage strategy FHLB borrowings, less applicable Federal Deposit Insurance Corporation ("FDIC") premiums and estimated income tax expense. Leverage strategy borrowings are repaid prior to each quarter end so there is no impact to quarter end capital ratios. The leverage strategy was not in place at any time during the current year period due to the strategy being unprofitable, but it was in place at points during the prior year period. During the prior year period, the average balance of cash associated with the leverage strategy was $1.10 billion and interest earned on that cash was $34.7 million, the average balance of FHLB stock associated with the leverage strategy was $52.0 million and dividends earned on that stock were $3.4 million, and the average balance of FHLB borrowings associated with the leverage strategy was $1.16 billion and the related interest expense was $36.5 million. Additionally, the Company recognized $368 thousand of FDIC premiums and $209 thousand of income tax expense during the prior year period related to the leverage strategy. When the leverage strategy is in place, it reduces the net interest margin

due to the amount of earnings from the transaction in comparison to the size of the transaction. Management continues to monitor the net interest rate spread and overall profitability of the leverage strategy.

Maturities of Interest-Bearing Liabilities. The following table presents the maturity and weighted average repricing rate, which is also the weighted average effective rate, of certificates of deposit, split between retail/commercial and public unit amounts, and non-amortizing FHLB advances for the next four quarters as of June 30, 2024.


	September 30,			December 31,			March 31,			June 30,
	2024			2024			2025			2025			Total
	(Dollars in thousands)
Retail/Commercial Certificates:
Amount	$	494,748		$	684,174		$	531,227		$	404,517		$	2,114,666
Repricing Rate	4.44		%	4.50		%	4.51		%	4.49		%	4.49		%
Public Unit Certificates:
Amount	$	34,985		$	30,026		$	17,526		$	1,250		$	83,787
Repricing Rate	4.63		%	4.68		%	4.90		%	4.90		%	4.71		%
Term Borrowings:
Amount	$	175,000		$	200,000		$	150,000		$	200,000		$	725,000
Repricing Rate	2.92		%	3.35		%	1.93		%	3.27		%	2.93		%
Total
Amount	$	704,733		$	914,200		$	698,753		$	605,767		$	2,923,453
Repricing Rate	4.07		%	4.26		%	3.97		%	4.09		%	4.11		%

The following table sets forth the WAM information for our certificates of deposit, in years, as of June 30, 2024.


Retail certificates of deposit			0.9
Commercial certificates of deposit			0.6
Public unit certificates of deposit			0.5
Total certificates of deposit			0.9

Stockholders' Equity. Stockholders' equity totaled $1.02 billion at June 30, 2024, a decrease of $23.4 million from September 30, 2023. During the current year period, the Company repurchased $19.3 million of shares and paid regular quarterly cash dividends totaling $33.5 million, or $0.255 per share. On July 23, 2024, the Company announced a regular quarterly cash dividend of $0.085 per share, or approximately $11.0 million, payable on August 16, 2024 to stockholders of record as of the close of business on August 2, 2024.

Consistent with our goal to operate a sound and profitable financial organization, we actively seek to maintain a well-capitalized status for the Bank in accordance with regulatory standards. As of June 30, 2024, the Bank's capital ratios exceeded the well-capitalized requirements and the Bank exceeded all internal policy thresholds for sensitivity to changes in interest rates. See "Liquidity and Capital Resources" below for additional information regarding the Bank's regulatory capital requirements. As of June 30, 2024, the Bank's community bank leverage ratio ("CBLR") was 9.1%.

During the current year period, the Company repurchased 3,280,110 shares of common stock at an average price of $5.87 per share. There were no shares repurchased during the current quarter as the Company considered the level of cash at the holding company to be appropriate in light of its continuing evaluation of the corporate and tax implications of distributing earnings from the Bank to the Company as a result of the pre-1988 bad debt recapture requirements at the Bank level. The Company has $77.0 million authorized for repurchase under existing stock repurchase plans. These plans have no expiration date; however, the FRB's existing approval for the Company to repurchase shares up to $2.0 million expires in August 2024 and $75.0 million expires in February 2025. Shares may be repurchased from time to time based upon market conditions, available liquidity and other factors.

At June 30, 2024, Capitol Federal Financial, Inc., at the holding company level, had $49.1 million in cash on deposit at the Bank. For fiscal year 2024, it is the intention of the Company's Board of Directors to pay out the regular quarterly cash dividend of $0.085 per share, totaling $0.34 per share for the fiscal year. To the extent that earnings in fiscal year 2024 exceed $0.34 per share, the Board of Directors will consider the payment of additional dividends. Dividend payments depend upon a number of factors, including the Company's financial condition and results of operations, regulatory capital requirements, regulatory limitations on the Bank's ability to make capital distributions to the Company, and the amount of cash at the holding company level.

Based on the Company's accumulated earnings and profits at the beginning of its tax year and the expected current year tax earnings and profits deficit as a result of the losses associated with the securities strategy ("See Comparison of Operating Results for the Three Months Ended June 30, 2024 and March 31, 2024 - Income Tax Expense" below), all dividends paid to stockholders by the Company during fiscal year 2024 will be treated as a return of capital, pursuant to Internal Revenue Code Section 301(c)(2), which reduces the tax basis in the shares of the holder by the amount of the dividend received. Stockholders should consult their own tax advisors to determine the income tax consequences of their specific situation. The Company is providing this for informational purposes only and not as legal or tax advice. Based on current tax earnings and profits projections for fiscal year 2025, the Company anticipates that the majority, if not all, of the dividend payments to Company stockholders in fiscal year 2025 will be treated as dividends for tax purposes.

The following table presents regular quarterly cash dividends and special cash dividends paid in calendar years 2024, 2023, and 2022. The amounts represent cash dividends paid during each period. For the quarter ended September 30, 2024, the amount presented represents the dividend payable on August 16, 2024 to stockholders of record as of the close of business on August 2, 2024.


	Calendar Year
	2024				2023				2022
	Amount		Per Share		Amount		Per Share		Amount		Per Share
	(Dollars in thousands, except per share amounts)
Regular quarterly dividends paid
Quarter ended March 31	$	11,127	$	0.085	$	11,319	$	0.085	$	11,535	$	0.085
Quarter ended June 30	11,044		0.085		11,321		0.085		11,534		0.085
Quarter ended September 30	11,044		0.085		11,323		0.085		11,534		0.085
Quarter ended December 31	—		—		11,308		0.085		11,508		0.085
True-up dividends paid	—		—		—		—		37,701		0.280
True Blue Capitol dividends paid	—		—		—		—		27,143		0.200
Calendar year-to-date dividends paid	$	33,215	$	0.255	$	45,271	$	0.340	$	110,955	$	0.820

Operating Results

The following table presents selected income statement and other information for the quarters indicated.


	For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2024			2024			2023			2023			2023
	(Dollars in thousands, except per share data)
Interest and dividend income:
Loans receivable	$	76,803		$	76,122		$	75,941		$	74,031		$	71,918
MBS	9,585			7,794			5,859			4,399			4,562
Cash and cash equivalents	3,875			4,513			4,778			6,139			10,009
FHLB stock	2,477			2,528			2,586			2,796			3,260
Investment securities	2,255			2,332			2,528			894			895
Total interest and dividend income	94,995			93,289			91,692			88,259			90,644

Interest expense:
Borrowings	18,438			18,554			19,656			27,746			31,449
Deposits	36,233			33,415			32,443			29,778			24,445

Total interest expense	54,671			51,969			52,099			57,524			55,894

Net interest income	40,324			41,320			39,593			30,735			34,750

Provision for credit losses	1,472			301			123			963			1,324

Net interest income
(after provision for credit losses)	38,852			41,019			39,470			29,772			33,426

Non-interest income	4,709			4,643			(8,894)			(187,704)			5,814
Non-interest expense	27,950			28,445			28,508			28,194			29,336
Income tax (benefit) expense	5,963			3,455			(475)			(45,736)			1,602
Net income (loss)	$	9,648		$	13,762		$	2,543		$	(140,390)		$	8,302

Efficiency ratio	62.07		%	61.89		%	92.86		%	(17.96		%)	72.32		%
Operating expense ratio (annualized)	1.17		%	1.19		%	1.18		%	1.08		%	1.09		%

Basic EPS	$	0.07		$	0.11		$	0.02		$	(1.05)		$	0.06
Diluted EPS	0.07			0.11			0.02			(1.05)			0.06

Comparison of Operating Results for the Three Months Ended June 30, 2024 and March 31, 2024

For the quarter ended June 30, 2024, the Company recognized net income of $9.6 million, or $0.07 per share, compared to net income of $13.8 million, or $0.11 per share, for the quarter ended March 31, 2024. The lower net income in the current quarter was due primarily to higher income tax expense, mainly from income tax expense on the quarterly earnings distribution from the Bank to the holding company due to the Bank's pre-1988 bad debt recapture, and a higher provision for credit losses due largely to commercial loan growth. The income tax expense associated with the pre-1988 bad debt recapture negatively impacted earnings by $0.03 per share in the current quarter. See additional discussion regarding the Bank's pre-1988 bad debt recapture in the "Income Tax Expense" section below. The net interest margin decreased five basis points, from 1.82% for the prior quarter to 1.77% for the current quarter due mainly to increases in the cost and average balance of retail certificates of deposit outpacing net interest margin improvements from the securities and loan portfolios.

Interest and Dividend Income

The following table presents the components of interest and dividend income for the time periods presented, along with the change measured in dollars and percent.


	For the Three Months Ended
	June 30,		March 31,		Change Expressed in:
	2024		2024		Dollars		Percent
	(Dollars in thousands)
INTEREST AND DIVIDEND INCOME:
Loans receivable	$	76,803	$	76,122	$	681	0.9	%
MBS	9,585		7,794		1,791		23.0
Cash and cash equivalents	3,875		4,513		(638)		(14.1)
FHLB stock	2,477		2,528		(51)		(2.0)
Investment securities	2,255		2,332		(77)		(3.3)
Total interest and dividend income	$	94,995	$	93,289	$	1,706	1.8

The increase in interest income on loans receivable was due to an increase in the weighted average yield, partially offset by a lower average portfolio balance compared to the prior quarter due largely to a decrease in the one-to four-family correspondent loan portfolio. See additional discussion in the "Financial Condition" section above. The increase in interest income on MBS was due to an increase in average balance compared to the prior quarter as a result of the full quarter impact of purchases made late in the prior quarter as well as purchases made during the current quarter. The decrease in interest income on cash and cash equivalents was due to a decrease in the average balance as excess operating cash during the current quarter was, in part, reinvested into the MBS portfolio.

Interest Expense

The following table presents the components of interest expense for the time periods presented, along with the change measured in dollars and percent.


	For the Three Months Ended
	June 30,		March 31,		Change Expressed in:
	2024		2024		Dollars		Percent
	(Dollars in thousands)
INTEREST EXPENSE:
Deposits	$	36,233	$	33,415	$	2,818	8.4	%
Borrowings	18,438		18,554		(116)		(0.6)
Total interest expense	$	54,671	$	51,969	$	2,702	5.2

The increase in interest expense on deposits was due primarily to increases in the weighted average rate paid and the average balance of the retail certificate of deposit portfolio.

Provision for Credit Losses

For the quarter ended June 30, 2024, the Bank recorded a provision for credit losses of $1.5 million, compared to a provision for credit losses of $301 thousand for the prior quarter. The provision for credit losses in the current quarter was comprised of a $1.3 million increase in the ACL for loans, along with a $195 thousand increase in the reserve for off-balance sheet credit exposures. The provision for credit losses associated with the ACL was due primarily to commercial loan growth.

Non-Interest Income

The following table presents the components of non-interest income for the time periods presented, along with the change measured in dollars and percent.


	For the Three Months Ended
	June 30,		March 31,		Change Expressed in:
	2024		2024		Dollars		Percent
	(Dollars in thousands)
NON-INTEREST INCOME:
Deposit service fees	$	2,706	$	2,451	$	255	10.4	%
Insurance commissions	905		735		170		23.1



Other non-interest income	1,098		1,457		(359)		(24.6)
Total non-interest income	$	4,709	$	4,643	$	66	1.4

The increase in deposit service fees was due primarily to increased debit card usage, which generated additional interchange and service charge income during the current quarter. The increase in insurance commissions was mainly a result of rate increases within the insurance market on both existing and new business. The decrease in other non-interest income was due mainly to a decrease in income on BOLI related to the receipt of death benefits in the prior quarter while none were received in the current quarter.

Non-Interest Expense

The following table presents the components of non-interest expense for the time periods presented, along with the change measured in dollars and percent.


	For the Three Months Ended
	June 30,		March 31,		Change Expressed in:
	2024		2024		Dollars		Percent
	(Dollars in thousands)
NON-INTEREST EXPENSE:
Salaries and employee benefits	$	13,307	$	12,887	$	420	3.3	%
Information technology and related expense	5,364		4,954		410		8.3
Occupancy, net	3,263		3,481		(218)		(6.3)
Federal insurance premium	1,352		1,727		(375)		(21.7)
Regulatory and outside services	1,322		1,380		(58)		(4.2)
Advertising and promotional	951		1,271		(320)		(25.2)
Deposit and loan transaction costs	726		867		(141)		(16.3)
Office supplies and related expense	405		419		(14)		(3.3)

Other non-interest expense	1,260		1,459		(199)		(13.6)
Total non-interest expense	$	27,950	$	28,445	$	(495)	(1.7)

The increase in salaries and employee benefits was due mainly to merit and other salary adjustments during the current quarter and an increase in loan commissions due to an increase in one- to four-family loan origination volume compared to the prior quarter. The increase in information technology and related expense was due primarily to higher software related expenses mainly related to new agreements and agreement renewals at higher costs. The decrease in the federal insurance premium was due to the actual FDIC assessment being lower than projected for the prior quarter, which was reflected in the current quarter when it was paid. The decrease in advertising and promotional expense was due mainly to the timing of campaigns compared to the prior quarter. The decrease in deposit and loan transaction costs was due primarily to expenses related to calendar year-end processing in the prior quarter. The decrease in other non-interest expense was due mainly to a reduction in customer fraud losses compared to the prior quarter.

The Company's efficiency ratio was 62.07% for the current quarter compared to 61.89% for the prior quarter. The change in the efficiency ratio was due to lower net interest income, partially offset by lower non-interest expense. The efficiency ratio is a measure of a financial institution's total non-interest expense as a percentage of the sum of net interest income (pre-provision for credit losses) and non-interest income. A higher value generally indicates that it is costing the financial institution more money to generate revenue, relative to its net interest income and non-interest income. The Company's operating expense ratio (annualized) for the current quarter was 1.17% compared to 1.19% for the prior quarter, due to lower non-interest expense compared to the prior quarter. The operating expense ratio is a measure of a financial institution's total non-interest expense as a percentage of average assets. The ratio provides

insight into how efficiently the Company is managing its expenses in relation to its assets, without the impact of changes in interest rates which factors into the efficiency ratio.

Income Tax Expense

The following table presents pretax income, income tax expense, and net income for the time periods presented, along with the change measured in dollars and percent and the effective tax rate.


	For the Three Months Ended
	June 30,			March 31,			Change Expressed in:
	2024			2024			Dollars		Percent
	(Dollars in thousands)
Income before income tax expense	$	15,611		$	17,217		$	(1,606)	(9.3)	%
Income tax expense	5,963			3,455			2,508		72.6
Net income	$	9,648		$	13,762		$	(4,114)	(29.9)

Effective Tax Rate	38.2		%	20.1		%

The increase in income tax expense and the higher effective tax rate in the current quarter was due primarily to recording $2.9 million of income taxes on the current quarter distribution of earnings from the Bank to the Company, compared to $508 thousand of income taxes on the distribution of earnings from the Bank to the Company during the prior quarter. The distribution of earnings during the current quarter was consistent with distributions in prior periods as 100% of the Bank's quarterly earnings were distributed to the Company.

The income tax on the earnings distribution from the Bank to the Company was due to the recapture of a portion of the Bank's bad debt reserves which were established prior to September 30, 1988, and are included in the Bank's retained earnings ("pre-1988 bad debt reserves"). It is anticipated that a taxable net loss will be reported on the Company's September 30, 2024 federal tax return due to the net losses associated with the securities strategy which will result in the Bank and Company having a negative current and accumulated earnings and profit tax position. This requires the Bank to draw upon the pre-1988 bad debt reserves for any distributions from the Bank to the Company during the current fiscal year. The Bank is required to pay taxes on the reductions to the pre-1988 bad debt reserves equal to the current corporate tax rate at the time of the distribution of the amount of Bank earnings paid to the Company ("pre-1988 bad debt recapture"). It is anticipated that the Bank will be required to record income tax expense on earnings distributions from the Bank to the Company for the remainder of fiscal year 2024 due to the amount of remaining pre-1988 bad debt reserves, which was $85.5 million, or $18.0 million tax effected, as of June 30, 2024. Management anticipates the effective tax rate for the fourth quarter of fiscal year 2024 will be approximately 30% which includes the pre-1988 bad debt recapture for the quarterly earnings projected to be paid from the Bank to the Company during the fourth quarter of fiscal year 2024, assuming regulatory approval is received for the distribution.

Management continues to evaluate the timing and amount of capital distributions from the Bank to the holding company during the remainder of the current fiscal year and in future periods in connection with the tax issues associated with the pre-1988 bad debt reserves. There is some uncertainty related to how the Bank's current earnings and profits, beginning in fiscal year 2025, should be treated in relation to distributions from the Bank to the Company and the associated impact, if any, to the pre-1988 bad debt reserves. Management anticipates the effective tax rate for fiscal year 2025 may be in the 30% to 33% range if the Bank is required to record income tax expense on all the distributions from the Bank to the Company during fiscal year 2025.

Average Balance Sheet

The following table presents the average balances of our assets, liabilities, and stockholders' equity, and the related annualized weighted average yields and rates on our interest-earning assets and interest-bearing liabilities for the periods indicated, as well as selected performance ratios and other information for the periods shown. Weighted average yields are derived by dividing annualized income by the average balance of the related assets, and weighted average rates are derived by dividing annualized expense by the average balance of the related liabilities, for the periods shown. Average outstanding balances are derived from average daily balances. The weighted average yields and rates include amortization of fees, costs, premiums and discounts, which are considered adjustments to yields/rates. Weighted average yields on tax-exempt securities are not calculated on a fully taxable equivalent basis.


	For the Three Months Ended
	June 30, 2024								March 31, 2024
	Average		Interest						Average		Interest
	Outstanding		Earned/				Yield/		Outstanding		Earned/				Yield/
	Amount		Paid				Rate		Amount		Paid				Rate
Assets:	(Dollars in thousands)
Interest-earning assets:
One- to four-family loans:
Originated	$	3,970,881	$	35,612			3.59	%	$	3,987,323	$	35,151			3.53	%
Correspondent purchased	2,317,550		18,854				3.25		2,369,131		19,274				3.25
Bulk purchased	130,876		731				2.23		133,832		735				2.20
Total one- to four-family loans	6,419,307		55,197				3.44		6,490,286		55,160				3.40
Commercial loans	1,371,631		19,311				5.57		1,351,574		18,708				5.48
Consumer loans	107,793		2,295				8.56		106,267		2,254				8.53
Total loans receivable(1)	7,898,731		76,803				3.88		7,948,127		76,122				3.82
MBS(2)	675,506		9,585				5.68		538,882		7,794				5.78
Investment securities(2)(3)	163,765		2,255				5.51		175,832		2,332				5.31
FHLB stock(4)	106,122		2,477				9.39		107,562		2,528				9.45
Cash and cash equivalents(5)	283,939		3,875				5.40		330,751		4,513				5.40
Total interest-earning assets	9,128,063		94,995				4.15		9,101,154		93,289				4.09
Other non-interest-earning assets	451,143								467,949
Total assets	$	9,579,206							$	9,569,103

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Checking	$	874,477	508				0.23		$	878,243	438				0.20
Savings	494,614		491				0.40		471,239		224				0.19
Money market	1,268,261		5,259				1.67		1,335,269		5,706				1.72
Retail certificates	2,751,521		28,106				4.11		2,623,613		25,297				3.88
Commercial certificates	58,059		623				4.31		51,304		510				4.00
Wholesale certificates	106,680		1,246				4.70		112,077		1,240				4.45
Total deposits	5,553,612		36,233				2.62		5,471,745		33,415				2.46



Borrowings(6)	2,297,228		18,438				3.22		2,360,776		18,554				3.15
Total interest-bearing liabilities	7,850,840		54,671				2.80		7,832,521		51,969				2.67
Non-interest-bearing deposits	534,901								528,278
Other non-interest-bearing liabilities	169,555								172,042
Stockholders' equity	1,023,910								1,036,262
Total liabilities and stockholders' equity	$	9,579,206							$	9,569,103

Net interest income(7)			$	40,324							$	41,320
Net interest-earning assets	$	1,277,223							$	1,268,633
Net interest margin(8)							1.77								1.82
Ratio of interest-earning assets to interest-bearing liabilities					1.16x								1.16x

Selected performance ratios:
Return on average assets (annualized)(9)					0.40	%							0.58	%
Return on average equity (annualized)(10)					3.77								5.31
Average equity to average assets							10.69								10.83
Operating expense ratio (annualized)(11)					1.17								1.19
Efficiency ratio(12)							62.07								61.89

(1)Balances are adjusted for unearned loan fees and deferred costs. Loans that are 90 or more days delinquent are included in the loans receivable average balance with a yield of zero percent.

(2)AFS securities are adjusted for unamortized purchase premiums or discounts.

(3)There were no nontaxable securities included in the average balance of investment securities for the quarters ended June 30, 2024 or March 31, 2024.

(4)There was no FHLB stock related to the leverage strategy for the quarters ended June 30, 2024 and March 31, 2024.

(5)There was no cash and cash equivalents related to the leverage strategy during the quarters ended June 30, 2024 and March 31, 2024.

(6)There was no FHLB borrowings related to the leverage strategy for the quarters ended June 30, 2024 and March 31, 2024. The FHLB advance amounts and rates included in this line include the effect of interest rate swaps and are net of deferred prepayment penalties.

(7)Net interest income represents the difference between interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income depends on the average balance of interest-earning assets and interest-bearing liabilities, and the interest rates earned or paid on them.

(8)Net interest margin represents annualized net interest income as a percentage of average interest-earning assets. Management believes the net interest margin is important to investors as it is a profitability measure for financial institutions.

(9)Return on average assets represents annualized net income as a percentage of total average assets. Management believes that the return on average assets is important to investors as it shows the Company's profitability in relation to the Company's average assets.

(10)Return on average equity represents annualized net income as a percentage of total average equity. Management believes that the return on average equity is important to investors as it shows the Company's profitability in relation to the Company's average equity.

(11)The operating expense ratio represents annualized non-interest expense as a percentage of average assets. Management believes the operating expense ratio is important to investors as it provides insight into how efficiently the Company is managing its expenses in relation to its assets. It is a financial measurement ratio that does not take into consideration changes in interest rates.

(12)The efficiency ratio represents non-interest expense as a percentage of the sum of net interest income (pre-provision for credit losses) and non-interest income. Management believes the efficiency ratio is important to investors as it is a measure of a financial institution's total non-interest expense as a percentage of the sum of net interest income (pre-provision for credit losses) and non-interest income. A higher value generally indicates that it is costing the financial institution more money to generate revenue, related to its net interest margin and non-interest income.

Rate/Volume Analysis

The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the three months ended June 30, 2024 to the three months ended March 31, 2024. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous year's average rate and (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous year period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.


	For the Three Months Ended
	June 30, 2024 vs. March 31, 2024
	Increase (Decrease) Due to
	Volume		Rate		Total
	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	(294)	$	975	$	681
MBS	1,941		(150)		1,791
Investment securities	(164)		87		(77)
FHLB stock	(34)		(17)		(51)
Cash and cash equivalents	(638)		—		(638)
Total interest-earning assets	811		895		1,706

Interest-bearing liabilities:
Checking	(1)		71		70
Savings	12		255		267
Money market	(281)		(165)		(446)
Certificates of deposit	1,287		1,640		2,927
Borrowings	(499)		383		(116)

Total interest-bearing liabilities	518		2,184		2,702

Net change in net interest income	$	293	$	(1,289)	$	(996)

Comparison of Operating Results for the Nine Months Ended June 30, 2024 and 2023

The Company recognized net income of $26.0 million, or $0.20 per share, for the current year period, compared to net income of $38.7 million, or $0.29 per share, for the prior year period. In the first quarter of fiscal year 2024, the Bank incurred $13.3 million ($10.0 million net of tax) of net losses related to the securities strategy discussed in the "Executive Summary" section above. The lower net income for the current year period was primarily a result of the net loss associated with the securities strategy, a decrease in deposit service fees, a decrease in net interest income, and an increase in income tax expense largely related to the pre-1988 bad debt recapture, partially offset by a lower provision for credit losses and a decrease in non-interest expense. Excluding the effects of the net loss associated with the securities strategy, EPS would have been $0.28 for the current year period. The income tax expense associated with the pre-1988 bad debt recapture negatively impacted earnings by $0.02 per share in the current year period.

The net interest margin increased 27 basis points, from 1.50% for the prior year period to 1.77% for the current year period, due primarily to the leverage strategy being in place during the prior year period but not in place during the current year period. The leverage strategy negatively impacted the net interest margin for the prior year period by 16 basis points. The remaining improvement in the net interest margin absent the leverage strategy when compared to the prior year period, was due to higher yields earned on securities and loans which outpaced the increase in the cost of deposits, largely in retail certificates of deposit.

Interest and Dividend Income

The following table presents the components of interest and dividend income for the time periods presented, along with the change measured in dollars and percent.


	For the Nine Months Ended
	June 30,				Change Expressed in:
	2024		2023		Dollars		Percent
	(Dollars in thousands)
INTEREST AND DIVIDEND INCOME:
Loans receivable	$	228,866	$	206,056	$	22,810	11.1	%
MBS	23,238		14,121		9,117		64.6
Cash and cash equivalents	13,166		37,657		(24,491)		(65.0)
FHLB stock	7,591		11,025		(3,434)		(31.1)
Investment securities	7,115		2,671		4,444		166.4
Total interest and dividend income	$	279,976	$	271,530	$	8,446	3.1

The increase in interest income on loans receivable was due largely to an increase in the weighted average yield and the average balance of the portfolio. The increase in the weighted average yield was due primarily to originations and purchases at higher market rates between periods, as well as disbursements on commercial construction loans at rates higher than the overall portfolio rate and upward repricing of existing adjustable-rate loans due to higher market interest rates. The increase in the average balance was mainly in the commercial loan portfolio which was partially offset by a decrease in the average balance of the one-to four-family loan portfolio. See additional discussion in the "Financial Condition" and "Financial Condition - Loans Receivable" sections above. The increase in interest income on MBS and investment securities was due to an increase in the weighted average yield, partially offset by a decrease in the average balance, both a result of the securities strategy. The decrease in interest income on cash and cash equivalents and the decrease in dividend income on FHLB stock were due mainly to the leverage strategy being utilized during the prior year period and not being utilized during the current year period. See additional information regarding the leverage strategy in the "Financial Condition - Borrowings" section above. Interest income on cash and cash equivalents related to the leverage strategy decreased $34.7 million and dividend income on FHLB stock related to the leverage strategy decreased $3.4 million compared to the prior year period. Interest income on cash and cash equivalents not associated with the leverage strategy increased $10.2 million due largely to an increase in the average balance of cash and cash equivalents as a result of the securities strategy.

Interest Expense

The following table presents the components of interest expense for the time periods presented, along with the change measured in dollars and percent.


	For the Nine Months Ended
	June 30,				Change Expressed in:
	2024		2023		Dollars		Percent
	(Dollars in thousands)
INTEREST EXPENSE:
Deposits	$	102,091	$	52,489	$	49,602	94.5	%
Borrowings	56,648		96,504		(39,856)		(41.3)
Total interest expense	$	158,739	$	148,993	$	9,746	6.5

The increase in interest expense on deposits was due almost entirely to an increase in the weighted average rate paid on the deposit portfolio, specifically retail certificates of deposit and money market accounts. Interest expense on borrowings associated with the leverage strategy decreased $36.5 million compared to the prior year period due to the leverage strategy being in place during the prior year period and not being in place during the current year period. Interest expense on borrowings not associated with the leverage strategy decreased $3.4 million due mainly to a reduction in the average outstanding balance of the FHLB line of credit compared to the prior year period and a decrease in borrowings under the BTFP, which were repaid during the first quarter of fiscal year 2024. The decrease was partially offset by new borrowings added between periods at market interest rates higher than the overall portfolio rate, to replace maturing advances and to fund operational needs.

Provision for Credit Losses

The Bank recorded a provision for credit losses of $1.9 million during the current year period, compared to a provision for credit losses of $5.9 million for the prior year period. The provision for credit losses in the current year period was comprised of a $2.1 million increase in the ACL for loans, partially offset by a $238 thousand release in the reserve for off-balance sheet credit exposures. The provision for credit losses associated with the ACL was due primarily to commercial loan growth.

Non-Interest Income

The following table presents the components of non-interest income for the time periods presented, along with the change measured in dollars and percent.


	For the Nine Months Ended
	June 30,				Change Expressed in:
	2024		2023		Dollars		Percent
	(Dollars in thousands)
NON-INTEREST INCOME:
Deposit service fees	$	7,732	$	9,987	$	(2,255)	(22.6)	%
Insurance commissions	2,503		2,560		(57)		(2.2)


Net loss from securities transactions	(13,345)		—		(13,345)		N/A
Other non-interest income	3,568		3,702		(134)		(3.6)
Total non-interest income	$	458	$	16,249	$	(15,791)	(97.2)

The decrease in deposit service fees was due primarily to a change in the fee structure of certain deposit products after completion of the Bank's digital transformation project. The net loss from securities transactions relates to the securities strategy, with no similar transaction in the prior year period.

Non-Interest Expense

The following table presents the components of non-interest expense for the time periods presented, along with the change measured in dollars and percent.


	For the Nine Months Ended
	June 30,				Change Expressed in:
	2024		2023		Dollars		Percent
	(Dollars in thousands)
NON-INTEREST EXPENSE:
Salaries and employee benefits	$	39,186	$	39,687	$	(501)	(1.3)	%
Information technology and related expense	15,687		16,977		(1,290)		(7.6)
Occupancy, net	10,116		10,598		(482)		(4.5)
Federal insurance premium	4,939		3,289		1,650		50.2
Regulatory and outside services	4,345		4,274		71		1.7
Advertising and promotional	3,210		3,613		(403)		(11.2)
Deposit and loan transaction costs	2,135		1,916		219		11.4
Office supplies and related expense	1,185		1,810		(625)		(34.5)


Other non-interest expense	4,100		3,576		524		14.7
Total non-interest expense	$	84,903	$	85,740	$	(837)	(1.0)

The decrease in salaries and employee benefits was a result of a decrease in full-time equivalent employees between the two periods as a result of management's decision to not backfill non-critical employees through natural attrition, along with a reduction in loan commissions, partially offset by lower capitalized payroll costs than the prior year due to the digital transformation project in the prior year. In connection with management's decision to not backfill non-critical employees, beginning in fiscal year 2023, the Bank moved to a new branch staffing model comprised of decision makers and well-rounded employees that is intended to add an elevated experience for customers who choose in-person banking activities. The decrease in information technology and related expense was due mainly to lower third-party project management expenses due to the Bank's digital transformation project during the prior year period along with the discontinuation of other costs associated with the previous core system, partially offset by higher software licensing expenses resulting from new agreements associated with the digital transformation project. The increase in the federal insurance premium was due primarily to an increase in the FDIC assessment rate as a result of the way the rate is adjusted for the occurrence of a net loss during the quarter ending September 30, 2023. The decrease in advertising and promotional expense was due primarily to the timing of campaigns between the periods. The increase in deposit and loan transaction costs was due primarily to the outsourcing of statement processing related to the digital transformation, partially offset by a reduction in other costs due to the digital transformation. The decrease in office supplies and related expense was due primarily to the outsourcing of statement processing related to the digital transformation, and the timing of office supply purchases between periods. The increase in other non-interest expense was due mainly to an increase in customer fraud losses.

The Company's efficiency ratio was 69.77% for the current year period compared to 61.78% for the prior year period. Excluding the net losses from the securities strategy, the efficiency ratio would have been 62.87% for the current year period. The change in the efficiency ratio, excluding the securities strategy, was due primarily to lower non-interest income in the current year period compared to the prior year period. The Company's operating expense ratio (annualized) for the current year period was 1.18% compared to 1.03% for the prior year period, due mainly to lower average assets in the current year period. The leverage strategy was in place at times during the prior year period, which increased assets, but was not in place during the current year period.

Income Tax Expense

The following table presents pretax income, income tax expense, and net income for the time periods presented, along with the change measured in dollars and percent and effective tax rate.


	For the Nine Months Ended
	June 30,						Change Expressed in:
	2024			2023			Dollars		Percent
	(Dollars in thousands)
Income before income tax expense	$	34,896		$	47,171		$	(12,275)	(26.0)	%
Income tax expense	8,943			8,440			503		6.0
Net income	$	25,953		$	38,731		$	(12,778)	(33.0)

Effective Tax Rate	25.6		%	17.9		%

The increase in income tax expense and the higher effective tax rate in the current year period was due primarily to recording income taxes on the current year distributions of earnings from the Bank to the Company in association with the pre-1988 bad debt recapture, partially offset by a $3.3 million tax benefit related to the $13.3 million net loss on the securities sale associated with the securities strategy.

Average Balance Sheet


	For the Nine Months Ended
	June 30, 2024						June 30, 2023
	Average		Interest				Average		Interest
	Outstanding		Earned/		Yield/		Outstanding		Earned/		Yield/
	Amount		Paid		Rate		Amount		Paid		Rate
Assets:	(Dollars in thousands)
Interest-earning assets:
One- to four-family loans:
Originated	$	3,994,694	$	105,823	3.53	%	$	4,051,068	$	101,249	3.33	%
Correspondent purchased	2,367,032		57,788		3.26		2,419,202		56,578		3.12
Bulk purchased	133,783		2,160		2.15		144,514		1,374		1.27
Total one- to four-family loans	6,495,509		165,771		3.40		6,614,784		159,201		3.21
Commercial loans	1,343,241		56,285		5.51		1,117,549		41,089		4.85
Consumer loans	106,670		6,810		8.53		102,600		5,766		7.51
Total loans receivable(1)	7,945,420		228,866		3.83		7,834,933		206,056		3.50
MBS(2)	580,178		23,238		5.34		1,173,959		14,121		1.60
Investment securities(2)(3)	202,392		7,115		4.69		525,035		2,671		0.68
FHLB stock(4)	107,448		7,591		9.44		170,652		11,025		8.64
Cash and cash equivalents(5)	320,398		13,166		5.40		1,182,559		37,657		4.20
Total interest-earning assets	9,155,836		279,976		4.06		10,887,138		271,530		3.32
Other non-interest-earning assets	461,030						261,221
Total assets	$	9,616,866					$	11,148,359

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Checking	$	879,536	1,389		0.21		$	982,372	1,056		0.14
Savings	480,656		854		0.24		536,363		343		0.09
Money market	1,322,851		17,702		1.79		1,622,486		12,513		1.03
Retail certificates	2,643,182		76,603		3.87		2,193,096		34,567		2.11
Commercial certificates	52,961		1,596		4.02		38,970		608		2.09
Wholesale certificates	116,590		3,947		4.52		126,567		3,402		3.59
Total deposits	5,495,776		102,091		2.48		5,499,854		52,489		1.28
Borrowings(6)	2,375,474		56,648		3.18		3,829,154		96,504		3.35
Total interest-bearing liabilities	7,871,250		158,739		2.69		9,329,008		148,993		2.13
Non-interest-bearing deposits	533,454						569,239
Other non-interest-bearing liabilities	179,929						175,176
Stockholders' equity	1,032,233						1,074,936
Total liabilities and stockholders' equity	$	9,616,866					$	11,148,359

Net interest income(7)			$	121,237					$	122,537
Net interest-earning assets	$	1,284,586					$	1,558,130
Net interest margin(8)					1.77						1.50
Ratio of interest-earning assets to interest-bearing liabilities					1.16x						1.17x

Selected performance ratios:
Return on average assets (annualized)(9)(14)					0.36	%					0.46	%
Return on average equity (annualized)(10)(14)					3.35						4.80
Average equity to average assets					10.73						9.64
Operating expense ratio (annualized)(11)					1.18						1.03
Efficiency ratio(12)(14)					69.77						61.78
Pre-tax yield on leverage strategy(13)					—						0.13

(1)Balances are adjusted for unearned loan fees and deferred costs. Loans that are 90 or more days delinquent are included in the loans receivable average balance with a yield of zero percent.

(2)AFS securities are adjusted for unamortized purchase premiums or discounts.

(3)The average balance of investment securities includes an average balance of nontaxable securities of $68 thousand and $1.1 million for the nine month periods ended June 30, 2024 and June 30, 2023, respectively.

(4)There was no FHLB stock related to the leverage strategy for the nine month period ended June 30, 2024. Included in this line, for the nine month period ended June 30, 2023, is FHLB stock related to the leverage strategy with an average outstanding balance of $52.0 million and dividend income of $3.4 million, at a weighted average yield of 8.65%, and FHLB stock not related to the leverage strategy with an average outstanding balance of $118.7 million and dividend income of $7.7 million, at a weighted average yield of 8.63%.

(5)There was no cash and cash equivalents related to the leverage strategy during the nine month period ended June 30, 2024. The average balance of cash and cash equivalents includes an average balance of cash related to the leverage strategy of $1.10 billion and interest income of $34.7 million, at a weighted average yield of 4.14% during the nine month period ended June 30, 2023.

(6)There were no borrowings related to the leverage strategy during the nine month period ended June 30, 2024. Included in this line, for the nine month period ended June 30, 2023, are FHLB borrowings related to the leverage strategy with an average outstanding balance of $1.16 billion and interest paid of $36.5 million, at a weighted average rate of 4.17%, and borrowings not related to the leverage strategy with an average outstanding balance of $2.67 billion and interest paid of $60.0 million, at a weighted average rate of 2.99%. The FHLB advance amounts and rates included in this line include the effect of interest rate swaps and are net of deferred prepayment penalties.

(13)The pre-tax yield on the leverage strategy represents annualized pre-tax income resulting from the transaction as a percentage of the average interest-earning assets associated with the transaction. Management believes this ratio is important to investors as it provides the yield the Company is earning on the leverage strategy transaction.

(14)The table below provides a reconciliation between performance measures presented in accordance with GAAP and the same performance measures absent the impact of the net loss on the securities transactions associated with the securities strategy, which are not presented in accordance with GAAP. The securities strategy was non-recurring in nature; therefore management believes it is meaningful to investors to present certain financial measures without the securities strategy to better evaluate the Company's core operations. See information regarding the securities strategy in the "Executive Summary" discussion above.


	For the Nine Months Ended
	June 30, 2024
							Without
							Securities
	Actual			Securities			Strategy
	(GAAP)			Strategy			(Non-GAAP)
Return on average assets (annualized)	0.36		%	(0.14)		%	0.50		%
Return on average equity (annualized)	3.35			(1.31)			4.66
Efficiency Ratio	69.77			6.90			62.87
EPS(15)	$	0.20		$	(0.08)		$	0.28

(15)EPS is calculated as net income divided by average shares outstanding. Management believes EPS is an important measure to investors as it shows the Company's earnings in relation to the Company's outstanding shares.

Rate/Volume Analysis

The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous period's average rate, and (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.


		For the Nine Months Ended
	June 30, 2024 vs. June 30, 2023
	Increase (Decrease) Due to
		Volume		Rate		Total
		(Dollars in thousands)
Interest-earning assets:
Loans receivable		$	5,993	$	16,817	$	22,810
MBS		(10,110)		19,227		9,117
Investment securities		(2,555)		6,999		4,444
FHLB stock		(4,355)		921		(3,434)
Cash and cash equivalents		(33,056)		8,565		(24,491)
Total interest-earning assets		(44,083)		52,529		8,446

Interest-bearing liabilities:
Checking		(119)		452		333
Savings		(39)		550		511
Money market		(2,638)		7,828		5,190
Certificates of deposit		8,633		34,935		43,568
Borrowings		(45,882)		6,026		(39,856)
Total interest-bearing liabilities		(40,045)		49,791		9,746

Net change in net interest income		$	(4,038)	$	2,738	$	(1,300)

Comparison of Operating Results for the Three Months Ended June 30, 2024 and 2023

For the quarter ended June 30, 2024, the Company recognized net income of $9.6 million, or $0.07 per share, compared to net income of $8.3 million, or $0.06 per share for the quarter ended June 30, 2023. The increase in net income was due primarily to an increase in net interest income partially offset by higher income tax expense, mainly from income tax expense on the quarterly earnings distribution from the Bank to the holding company due to the Bank's pre-1988 bad debt recapture. The income tax expense associated with the pre-1988 bad debt recapture negatively impacted earnings by $0.03 per share in the current year quarter.

The net interest margin increased 45 basis points, from 1.32% for the prior year quarter to 1.77% for the current quarter, due primarily to higher yields on securities and loans and a lower average balance on borrowings, which outpaced the increase in the cost of deposits, largely retail certificates of deposit. The leverage strategy was in place during the prior year quarter, but was not in place during the current quarter. The leverage strategy negatively impacted the net interest margin for the prior year quarter by seven basis points.

Interest and Dividend Income

The following table presents the components of interest and dividend income for the time periods presented along with the change measured in dollars and percent.


	For the Three Months Ended
	June 30,				Change Expressed in:
	2024		2023		Dollars		Percent
	(Dollars in thousands)
INTEREST AND DIVIDEND INCOME:
Loans receivable	$	76,803	$	71,918	$	4,885	6.8	%
MBS	9,585		4,562		5,023		110.1
Cash and cash equivalents	3,875		10,009		(6,134)		(61.3)
FHLB stock	2,477		3,260		(783)		(24.0)
Investment securities	2,255		895		1,360		152.0
Total interest and dividend income	$	94,995	$	90,644	$	4,351	4.8

The increase in interest income on loans receivable was due mainly to an increase in the weighted average yield of the loan portfolio. The increase in the weighted average yield was due primarily to originations and purchases/participations at higher market yields between periods, as well as disbursements on commercial construction loans at rates higher than the overall portfolio rate and upward repricing of existing adjustable-rate loans due to higher market interest rates. The increase in interest income on MBS and investment securities was due to an increase in the weighted average yield, partially offset by a decrease in the average balance, both mainly a result of the securities strategy. The decrease in interest income on cash and cash equivalents and the decrease in dividend income on FHLB stock were due mainly to the leverage strategy being utilized during the prior year quarter and not being utilized during the current year quarter. Interest income on cash and cash equivalents related to the leverage strategy decreased $7.5 million and dividend income on FHLB stock related to the leverage strategy decreased $610 thousand compared to the prior year quarter. Interest income on cash and cash equivalents not associated with the leverage strategy increased $1.4 million due primarily to an increase in the average balance of cash which was mainly a result of the securities strategy.

Interest Expense

The following table presents the components of interest expense for the periods presented, along with the change measured in dollars and percent.


	For the Three Months Ended
	June 30,				Change Expressed in:
	2024		2023		Dollars		Percent
	(Dollars in thousands)
INTEREST EXPENSE:
Deposits	$	36,233	$	24,445	$	11,788	48.2	%
Borrowings	18,438		31,449		(13,011)		(41.4)
Total interest expense	$	54,671	$	55,894	$	(1,223)	(2.2)

The increase in interest expense on deposits was due primarily to an increase in the weighted average rate paid and the average balance of the retail certificate of deposit portfolio. Interest expense on borrowings associated with the leverage strategy decreased $7.9 million compared to the prior year quarter due to the leverage strategy being in place during the prior year quarter and not being in place during the current year quarter. Interest expense on borrowings not associated with the leverage strategy decreased $5.1 million due primarily to a decrease in borrowings under the Federal Reserve's BTFP, which were repaid during the quarter ended December 31, 2023 in association with the securities strategy.

Provision for Credit Losses

The Bank recorded a provision for credit losses during the current quarter of $1.5 million, compared to a provision of $1.3 million during the prior year quarter. See Comparison of "Operating Results for the Three Months Ended June 30, 2024 and March 31, 2024" above for additional discussion regarding the provision for credit losses during the current quarter.

Non-Interest Income

The following table presents the components of non-interest income for the time periods presented, along with the change measured in dollars and percent.


	For the Three Months Ended
	June 30,				Change Expressed in:
	2024		2023		Dollars		Percent
	(Dollars in thousands)
NON-INTEREST INCOME:
Deposit service fees	$	2,706	$	3,404	$	(698)	(20.5)	%
Insurance commissions	905		888		17		1.9


Other non-interest income	1,098		1,522		(424)		(27.9)
Total non-interest income	$	4,709	$	5,814	$	(1,105)	(19.0)

The decrease in deposit service fees was due primarily to a change in the fee structure of certain deposit products after the Bank's digital transformation project. The decrease in other non-interest income was due mainly to a decrease in income on BOLI related to the receipt of death benefits in the prior year quarter while none were received in the current year quarter, along with a decrease in the fair value of a loan-related financial derivative.

Non-Interest Expense

The following table presents the components of non-interest expense for the time periods presented, along with the change measured in dollars and percent.


	For the Three Months Ended
	June 30,				Change Expressed in:
	2024		2023		Dollars		Percent
	(Dollars in thousands)
NON-INTEREST EXPENSE:
Salaries and employee benefits	$	13,307	$	13,200	$	107	0.8	%
Information technology and related expense	5,364		6,118		(754)		(12.3)
Occupancy, net	3,263		3,556		(293)		(8.2)
Federal insurance premium	1,352		1,231		121		9.8
Regulatory and outside services	1,322		1,436		(114)		(7.9)
Advertising and promotional	951		1,447		(496)		(34.3)
Deposit and loan transaction costs	726		615		111		18.0
Office supplies and related expense	405		546		(141)		(25.8)

Other non-interest expense	1,260		1,187		73		6.1
Total non-interest expense	$	27,950	$	29,336	$	(1,386)	(4.7)

The decrease in information technology and related expenses was due mainly to lower third-party project management expenses associated with the digital transformation project during the prior year quarter along with other costs no longer incurred that were associated with the previous system, partially offset by higher software licensing expenses resulting from new agreements associated with the digital transformation project. The decrease in advertising and promotional expense was due primarily to the timing of campaigns between the periods.

The Company's efficiency ratio was 62.07% for the current quarter compared to 72.32% for the prior year quarter. The improvement in the efficiency ratio was due primarily to higher net interest income and lower non-interest expense in the current quarter. The Company's operating expense ratio (annualized) for the current quarter was 1.17% compared to 1.09% for the prior year quarter, due mainly to lower average assets in the current quarter, partially offset by lower non-interest expense. The decrease in average assets was due primarily to the securities strategy, which lowered the average balance of securities compared to the prior year quarter, along with the leverage strategy being in place at times during the prior year quarter, which increased assets. The leverage strategy was not in place during the current year quarter.

Income Tax Expense

The following table presents pretax income, income tax expense, and net income for the time periods presented, along with the change measured in dollars and percent and the effective tax rate.


	For the Three Months Ended
	June 30,						Change Expressed in:
	2024			2023			Dollars		Percent
	(Dollars in thousands)
Income before income tax expense	$	15,611		$	9,904		$	5,707	57.6	%
Income tax expense	5,963			1,602			4,361		272.2
Net income	$	9,648		$	8,302		$	1,346	16.2

Effective Tax Rate	38.2		%	16.2		%

The higher income tax expense in the current year quarter was due primarily to recording $2.9 million of income taxes on the current quarter distribution of earnings from the Bank to the Company, along with higher pretax income in the current quarter. The income tax expense on the distribution of earnings is also the main reason for the increase in the effective tax rate between periods as there was no such income tax expense on distributions in the prior year quarter. See Comparison of "Operating Results for the Three Months Ended June 30, 2024 and March 31, 2024" above for additional discussion.

Average Balance Sheet


	For the Three Months Ended
	June 30, 2024								June 30, 2023
	Average		Interest						Average		Interest
	Outstanding		Earned/				Yield/		Outstanding		Earned/				Yield/
	Amount		Paid				Rate		Amount		Paid				Rate
Assets:	(Dollars in thousands)
Interest-earning assets:
One- to four-family loans:
Originated	$	3,970,881	$	35,612			3.59	%	$	4,052,906	$	34,224			3.38	%
Correspondent purchased	2,317,550		18,854				3.25		2,491,016		19,937				3.20
Bulk purchased	130,876		731				2.23		141,985		527				1.49
Total one- to four-family loans	6,419,307		55,197				3.44		6,685,907		54,688				3.27
Commercial loans	1,371,631		19,311				5.57		1,180,906		15,172				5.08
Consumer loans	107,793		2,295				8.56		102,390		2,058				8.06
Total loans receivable(1)	7,898,731		76,803				3.88		7,969,203		71,918				3.60
MBS(2)	675,506		9,585				5.68		1,126,953		4,562				1.62
Investment securities(2)(3)	163,765		2,255				5.51		525,012		895				0.68
FHLB stock(4)	106,122		2,477				9.39		146,482		3,260				8.93
Cash and cash equivalents(5)	283,939		3,875				5.40		769,434		10,009				5.15
Total interest-earning assets	9,128,063		94,995				4.15		10,537,084		90,644				3.43
Other non-interest-earning assets	451,143								271,898
Total assets	$	9,579,206							$	10,808,982

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Checking	$	874,477	508				0.23		$	949,909	398				0.17
Savings	494,614		491				0.40		521,831		143				0.11
Money market	1,268,261		5,259				1.67		1,485,672		6,295				1.70
Retail certificates	2,751,521		28,106				4.11		2,339,477		15,685				2.69
Commercial certificates	58,059		623				4.31		44,083		307				2.80
Wholesale certificates	106,680		1,246				4.70		155,157		1,617				4.18
Total deposits	5,553,612		36,233				2.62		5,496,129		24,445				1.78



Borrowings(6)	2,297,228		18,438				3.22		3,520,594		31,449				3.57
Total interest-bearing liabilities	7,850,840		54,671				2.80		9,016,723		55,894				2.48
Non-interest-bearing deposits	534,901								556,682
Other non-interest-bearing liabilities	169,555								161,360
Stockholders' equity	1,023,910								1,074,217
Total liabilities and stockholders' equity	$	9,579,206							$	10,808,982

Net interest income(7)			$	40,324							$	34,750
Net interest-earning assets	$	1,277,223							$	1,520,361
Net interest margin(8)							1.77								1.32
Ratio of interest-earning assets to interest-bearing liabilities					1.16x								1.17x

Selected performance ratios:
Return on average assets (annualized)(9)					0.40	%							0.31	%
Return on average equity (annualized)(10)					3.77								3.09
Average equity to average assets							10.69								9.94
Operating expense ratio (annualized)(11)					1.17								1.09
Efficiency ratio(12)							62.07								72.32
Pre-tax yield on leverage strategy(13)					—								0.07

(1)Balances are adjusted for unearned loan fees and deferred costs. Loans that are 90 or more days delinquent are included in the loans receivable average balance with a yield of zero percent.

(2)AFS securities are adjusted for unamortized purchase premiums or discounts.

(3)There were no nontaxable securities included in the average balance of investment securities for the three months ended June 30, 2024. The average balance of investment securities includes an average balance of nontaxable securities of $1.0 million for the three months ended June 30, 2023.

(4)There was no FHLB stock related to the leverage strategy for the three months ended June 30, 2024. Included in this line, for the three months ended June 30, 2023 is FHLB stock related to the leverage strategy with an average outstanding balance of $27.2 million and dividend income of $610 thousand, at a weighted average yield of 9.00%, and FHLB stock not related to the leverage strategy with an average outstanding balance of $119.3 million and dividend income of $2.7 million, at a weighted average yield of 8.91%.

(5)There was no cash and cash equivalents related to the leverage strategy during the three months ended June 30, 2024. The average balance of cash and cash equivalents includes an average balance of cash related to the leverage strategy of $577.2 million and interest income of $7.5 million, at a weighted average yield of 5.15% during the three months ended June 30, 2023.

(6)There was no FHLB borrowings related to the leverage strategy for the three months ended June 30, 2024. Included in this line, for the three months ended June 30, 2023 are FHLB borrowings related to the leverage strategy with an average outstanding balance of $604.4 million and interest paid of $7.9 million, at a weighted average rate of 5.20%, and borrowings not related to the leverage strategy with an average outstanding balance of $2.92 billion and interest paid of $23.5 million, at a weighted average rate of 3.23%. The FHLB advance amounts and rates included in this line include the effect of interest rate swaps and are net of deferred prepayment penalties.

Rate/Volume Analysis

The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the three months ended June 30, 2024 to the three months ended June 30, 2023. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous year's average rate and (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous year period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.


	For the Three Months Ended June 30,
	2024 vs. 2023
	Increase (Decrease) Due to
	Volume		Rate		Total
	(Dollars in thousands)
Interest-earning assets:
Loans receivable	$	387	$	4,498	$	4,885
MBS	(2,458)		7,481		5,023
Investment securities	(1,002)		2,362		1,360
FHLB stock	(935)		152		(783)
Cash and cash equivalents	(6,603)		469		(6,134)
Total interest-earning assets	(10,611)		14,962		4,351

Interest-bearing liabilities:
Checking	(34)		143		109
Savings	(8)		356		348
Money market	(904)		(131)		(1,035)
Certificates of deposit	2,917		9,449		12,366
Borrowings	(12,347)		(664)		(13,011)

Total interest-bearing liabilities	(10,376)		9,153		(1,223)

Net change in net interest income	$	(235)	$	5,809	$	5,574

Liquidity and Capital Resources

Liquidity refers to our ability to generate sufficient cash to fund ongoing operations, to repay maturing certificates of deposit and other deposit withdrawals, to repay maturing borrowings, and to fund loan commitments. Liquidity management is both a daily and long-term function of our business management. The Company's most available liquid assets are represented by cash and cash equivalents and AFS securities. The Bank's primary sources of funds are deposits, FHLB borrowings, repayments and maturities of outstanding loans and MBS and other short-term investments, and funds provided by operations. The Bank's long-term borrowings primarily have been used to manage long-term liquidity needs and the Bank's interest rate risk with the intention to improve the earnings of the Bank while maintaining capital ratios that meet or exceed the regulatory standards for well-capitalized financial institutions. In addition, the Bank's focus on managing risk has provided additional liquidity capacity by maintaining a balance of MBS and investment securities available as collateral for borrowings.

We generally intend to manage cash reserves sufficient to meet short-term liquidity needs, which are routinely forecasted for 10, 30, and 365 days. Additionally, on a monthly basis, we perform a liquidity stress test in accordance with the Interagency Policy Statement on Funding and Liquidity Risk Management. The liquidity stress test incorporates both short-term and long-term liquidity scenarios in order to identify and to quantify liquidity risk. Management also monitors key liquidity statistics related to items such as wholesale funding gaps, borrowings capacity, and available unpledged collateral, as well as various liquidity ratios.

In the event short-term liquidity needs exceed available cash, the Bank has access to a line of credit at the FHLB, in addition to the FRB of Kansas City's discount window. Per FHLB's lending guidelines, total FHLB borrowings cannot exceed 40% of Bank Call Report total assets without the pre-approval of FHLB senior management. The Bank's FHLB borrowing limit was 50% of Bank Call Report total assets as of June 30, 2024, as approved by FHLB senior management. FHLB borrowings are secured by certain qualifying loans pursuant to a blanket collateral agreement with FHLB. When the leverage strategy is in place, the Bank maintains the resulting excess cash reserves from the FHLB borrowings at the FRB of Kansas City, which can be used to meet any short-term liquidity needs. Additionally, FHLB borrowings may exceed 40% of Bank Call Report total assets if the Bank continues its leverage strategy and FHLB senior management continues to approve the Bank's borrowing limit being in excess of 40% of Call Report total assets. All or a portion of the short-term FHLB borrowings in conjunction with the leverage strategy can be repaid at maturity, if necessary or desired. The amount that can be borrowed from the FRB of Kansas City's discount window is based upon the fair value of securities pledged as collateral. At June 30, 2024, the amount of securities pledged for the discount window was $112.7 million. At June 30, 2024, there were no borrowings from the FRB of Kansas City's discount window. Management tests the Bank's access to the FRB of Kansas City's discount window annually with a nominal overnight borrowing.

If management observes unusual trends in the amount and frequency of line of credit utilization and/or short-term borrowings that is not in conjunction with a planned strategy, such as the leverage strategy, the Bank will likely utilize long-term wholesale borrowing sources such as FHLB advances and/or repurchase agreements to provide long-term, fixed-rate funding. The maturities of these long-term borrowings are generally staggered in order to mitigate the risk of a highly negative cash flow position at maturity. Recently, the Bank started entering into fully-amortizing FHLB advances that require periodic payments of principal over the term of the advance. This type of advance allows the Bank the opportunity to start repricing its liability cash flows sooner in a down-rate environment and generally provides for favorable pricing when compared to similar long term bullet advances with comparable average lives as a result of the current term structure of interest rates. The Bank's internal policy limits total borrowings to 55% of total assets. At June 30, 2024, the Bank had total borrowings, at par, of $2.29 billion, or approximately 24% of total assets. The borrowings balance was composed of FHLB advances. Of this amount, $774.7 million is scheduled to be repaid or mature in the next 12 months. Management estimated that the Bank had $2.93 billion in additional liquidity available at June 30, 2024 based on the Bank's blanket collateral agreement with FHLB and unencumbered securities.

At June 30, 2024, the Bank had no repurchase agreements. The Bank may enter into repurchase agreements as management deems appropriate, not to exceed 15% of total assets, and subject to the total borrowings internal policy limit of 55% as discussed above.

The Bank has the ability to utilize the repayment and maturity of outstanding loans, MBS, and other investments for liquidity needs rather than reinvesting such funds into the related portfolios. At June 30, 2024, the Bank had $672.3 million of securities that were eligible but unused as collateral for borrowing or other liquidity needs. The Bank also has access to other sources of funds for liquidity purposes, such as brokered and public unit certificates of deposit. As of June 30, 2024, the Bank's policy allowed for combined brokered and public unit certificates of deposit up to 15% of total deposits. At June 30, 2024, the Bank did not have any brokered certificates of deposit, and public unit certificates of deposit were approximately 2% of total deposits. The Bank had pledged securities with an estimated fair value of $126.3 million as collateral for public unit certificates of deposit at June 30, 2024. The securities pledged as collateral for public unit certificates of deposit are held under joint custody with FHLB and generally will be released upon deposit maturity.

At June 30, 2024, $2.20 billion of the Bank's certificate of deposit portfolio was scheduled to mature within the next 12 months, including $83.8 million of public unit certificates of deposit and $50.7 million of commercial certificates of deposit. Based on our

deposit retention experience and our current pricing strategy, we anticipate the majority of the maturing retail certificates of deposit will renew or transfer to other deposit products of the Bank at prevailing rates, although no assurance can be given in this regard. Due to the nature of public unit certificates of deposit and commercial certificates of deposit, retention rates are not as predictable as for retail certificates of deposit.

While scheduled payments from the amortization of loans and MBS and payments on short-term investments are relatively predictable sources of funds, deposit flows, prepayments on loans and MBS, and calls of investment securities are greatly influenced by general interest rates, economic conditions, and competition, and are less predictable sources of funds. To the extent possible, the Bank manages the cash flows of its loan and deposit portfolios by the rates it offers customers. We anticipate we will continue to have sufficient funds, through the repayments and maturities of loans and securities, deposits and borrowings, to meet our current commitments.

Limitations on Dividends and Other Capital Distributions

Office of the Comptroller of the Currency ("OCC") regulations impose restrictions on savings institutions with respect to their ability to make distributions of capital, which include dividends and other transactions charged to the capital account. Under FRB and OCC safe harbor regulations, savings institutions generally may make capital distributions during any calendar year equal to earnings of the previous two calendar years and current year-to-date earnings (to the extent not previously distributed). A savings institution that is a subsidiary of a savings and loan holding company, such as the Company, that proposes to make a capital distribution must submit written notice to the OCC and FRB 30 days prior to such distribution. The OCC and FRB may object to the distribution during that 30-day period based on safety and soundness or other concerns. Savings institutions that desire to make a larger capital distribution, are under special restrictions, or are not, or would not be, sufficiently capitalized following a proposed capital distribution must obtain regulatory non-objection prior to making such a distribution.

The long-term ability of the Company to pay dividends to its stockholders is based primarily upon the ability of the Bank to make capital distributions to the Company. So long as the Bank remains well capitalized after each capital distribution (as evidenced by maintaining regulatory capital ratios greater than the required percentages) and operates in a safe and sound manner, it is management's belief that the OCC and FRB will continue to allow the Bank to distribute its earnings to the Company, although no assurance can be given in this regard. Management continues to evaluate the timing and amount of capital distributions to be made from the Bank to the holding company during the remainder of the current fiscal year and in future periods in connection with the tax issues associated with the Bank's pre-1988 bad debt recapture. See additional discussion regarding the Bank's pre-1988 bad debt recapture in "Comparison of Operating Results for the Three Months Ended June 30, 2024 and March 31, 2024", "Item 1. Financial Statements - Note 6. Income Taxes", and "Item 1A. Risk Factors".

Regulatory Capital

Consistent with our goal to operate a sound and profitable financial organization, we actively seek to maintain a well-capitalized status for the Bank per the regulatory framework for prompt corrective action ("PCA"). Qualifying institutions that elect to use the CBLR framework, such as the Bank and the Company, that maintain the required minimum leverage ratio of 9.0% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the regulatory agencies' capital rules, and to have met the capital requirements for the well capitalized category under the agencies' PCA framework. As of June 30, 2024, the Bank's CBLR was 9.1% and the Company's CBLR was 10.0%, which exceeded the minimum requirements. The Bank's risk-based tier 1 capital ratio at June 30, 2024 was 16.0%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Asset and Liability Management and Market Risk

For a complete discussion of the Bank's asset and liability management policies, as well as the potential impact of interest rate changes upon the market value of the Bank's portfolios, see "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The analysis presented in the tables below reflects the level of market risk at the Bank, including the cash the holding company has on deposit at the Bank.

The rates of interest the Bank earns on its assets and pays on its liabilities are generally established contractually for a period of time. Fluctuations in interest rates have a significant impact not only upon our net income, but also upon the cash flows and market values of our assets and liabilities. Our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities. Risk associated with changes in interest rates on the earnings of the Bank and the market value of its financial assets and liabilities is known as interest rate risk. Interest rate risk is our most significant market risk, and our ability to adapt to changes in interest rates is known as interest rate risk management.

The general objective of our interest rate risk management program is to determine and manage an appropriate level of interest rate risk while maximizing net interest income in a manner consistent with our policy to manage, to the extent practicable, the exposure of net interest income to changes in market interest rates. The Board of Directors and Asset and Liability Management Committee ("ALCO") regularly review the Bank's interest rate risk exposure by forecasting the impact of hypothetical, alternative interest rate environments on net interest income and the market value of portfolio equity ("MVPE") at various dates. The MVPE is defined as the net of the present value of cash flows from existing assets, liabilities, and off-balance sheet instruments. The present values are determined based upon market conditions as of the date of the analysis, as well as in alternative interest rate environments providing potential changes in the MVPE under those alternative interest rate environments. Net interest income is projected in the same alternative interest rate environments with both a static balance sheet and one with management strategies considered. The MVPE and net interest income analyses are also conducted to estimate our sensitivity to rates for future time horizons based upon market conditions as of the date of the analysis. The MVPE ratio continues to be an important measurement for management as we consider the changes in market rates, liquidity needs, and portfolio balances. MVPE represents a long-term view of the interest sensitivity of the Bank's balance sheet while our net interest income projections inform management of the short-term impacts of pricing decisions. In addition to the interest rate environments presented below, management also reviews the impact of non-parallel rate shock scenarios on a quarterly basis. These scenarios consist of flattening and steepening the yield curve by changing short-term and long-term interest rates independent of each other, and simulating cash flows and determining valuations as a result of these hypothetical changes in interest rates to identify rate environments that pose the greatest risk to the Bank. This analysis helps management quantify the Bank's exposure to changes in the shape of the yield curve.

Qualitative Disclosure about Market Risk

Gap Table. The following gap table summarizes the anticipated maturities or repricing periods of the Bank's interest-earning assets and interest-bearing liabilities based on the information and assumptions set forth in the notes below. Cash flow projections for mortgage-related assets are calculated based in part on prepayment assumptions at current and projected interest rates. Prepayment projections are subjective in nature, involve uncertainties and assumptions and, therefore, cannot be determined with a high degree of accuracy. Although certain assets and liabilities may have similar maturities or periods to repricing, they may react differently to changes in market interest rates. Assumptions may not reflect how actual yields and costs respond to market interest rate changes. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayment rates would likely deviate significantly from those assumed in calculating the gap table below. A positive gap generally means more cash flows from assets are expected to reprice than cash flows from liabilities and suggests, in a rising rate environment, that earnings should increase. A negative gap generally means more cash flows from liabilities are expected to reprice than cash flows from assets and suggests, in a rising rate environment, that earnings should decrease. For additional information regarding the impact of changes in interest rates, see the following Change in Net Interest Income and Change in MVPE discussions and tables.


				More Than			More Than
	Within			One Year to			Three Years			Over
	One Year			Three Years			to Five Years			Five Years			Total
Interest-earning assets:	(Dollars in thousands)
Loans receivable(1)	$	1,634,849		$	1,821,014		$	1,384,363		$	3,110,031		$	7,950,257
Securities(2)	252,423			175,566			188,413			177,154			793,556
Other interest-earning assets	292,786			—			—			—			292,786
Total interest-earning assets	2,180,058			1,996,580			1,572,776			3,287,185			9,036,599

Interest-bearing liabilities:
Non-maturity deposits(3)	609,489			422,480			366,080			1,850,853			3,248,902
Certificates of deposit	2,198,453			606,664			124,496			197			2,929,810
Borrowings(4)	776,214			1,177,580			347,644			27,000			2,328,438
Total interest-bearing liabilities	3,584,156			2,206,724			838,220			1,878,050			8,507,150

Excess (deficiency) of interest-earning assets over
interest-bearing liabilities	$	(1,404,098)		$	(210,144)		$	734,556		$	1,409,135		$	529,449

Cumulative excess (deficiency) of interest-earning assets over
interest-bearing liabilities	$	(1,404,098)		$	(1,614,242)		$	(879,686)		$	529,449

Cumulative excess (deficiency) of interest-earning assets over interest-bearing
liabilities as a percent of total Bank assets at:
June 30, 2024	(14.6)		%	(16.8)		%	(9.2)		%	5.5		%
March 31, 2024	(11.3)
September 30, 2023	(11.7)



Cumulative one-year gap - interest rates +200 bps at:
June 30, 2024	(16.6)
March 31, 2024	(12.5)
September 30, 2023	(11.9)

(1)Adjustable-rate loans are included in the period in which the rate is next scheduled to adjust or in the period in which repayments are expected to occur, or prepayments are expected to be received, prior to their next rate adjustment, rather than in the period in which the loans are due. Fixed-rate loans are included in the periods in which they are scheduled to be repaid, based on scheduled amortization and prepayment assumptions. Balances are net of undisbursed amounts and deferred fees and exclude loans 90 or more days delinquent or in foreclosure.

(2)MBS reflect projected prepayments at amortized cost. All other securities are presented based on contractual maturities, term to call dates or pre-refunding dates as of June 30, 2024, at amortized cost.

(3)Although the Bank's checking, savings, and money market accounts are subject to immediate withdrawal, management considers a substantial amount of these accounts to be core deposits having significantly longer effective maturities. The decay rates (the assumed rates at which the balances of existing accounts decline) used on these accounts are based on assumptions developed from our actual experiences with these accounts. If all of the Bank's checking, savings, and money market accounts had been assumed to be subject to repricing within one year, interest-bearing liabilities estimated to mature or reprice within one year would have exceeded interest-earning assets with comparable characteristics by $4.04 billion, for a cumulative one-year gap of (42.1)% of total assets.

(4)Borrowings exclude deferred prepayment penalty costs. Included in this line item are $300.0 million of FHLB adjustable-rate advances tied to interest rate swaps. The repricing of these liabilities is projected to occur at the maturity date of each interest rate swap.

At June 30, 2024, the Bank's gap between the amount of interest-earning assets and interest-bearing liabilities projected to reprice within one year was $(1.40) billion, or (14.6)% of total assets, compared to $(1.19) billion, or (11.7)% of total assets, at September 30, 2023. The change in the one-year gap amount was due to a net increase in the amount of liability cash flows coming due in one year, partially offset by an increase in the amount of interest-earning asset cash flows coming due in one year as of June 30, 2024, compared to September 30, 2023. The net increase in liability cash flows coming due in one year primarily related to the Bank's retail certificate of deposit portfolio, partially offset by a decrease in borrowings coming due in one year as the Bank repaid its BTFP amount outstanding in conjunction with the securities strategy. The increase in the one-year cash flow for retail certificates of deposit was due to the Bank continuing to offer higher rates on shorter-term certificates of deposit. The increase in interest-earning assets projected to mature or reprice within one year was due primarily to an increase in the amount of loans expected to mature or reprice, as well as to an increase in the balance of cash between periods.

The amount of interest-bearing liabilities expected to reprice in a given period is not typically significantly impacted by changes in interest rates because the Bank's borrowings and certificate of deposit portfolios have contractual maturities and generally cannot be terminated early without a prepayment penalty. If interest rates were to increase 200 basis points, as of June 30, 2024, the Bank's one-year gap is projected to be $(1.59) billion, or (16.6)% of total assets. The change in the gap compared to when there is no change in rates was due to lower anticipated net cash flows primarily as a result of lower prepayments on mortgage-related assets in the higher rate environment. This compares to a one-year gap of $(1.21) billion, or (11.9)% of total assets, if interest rates were to have increased 200 basis points as of September 30, 2023.

Change in Net Interest Income. For each date presented in the following table, the estimated change in the Bank's net interest income is based on the indicated instantaneous, parallel and permanent change in interest rates. The change in each interest rate environment represents the difference between estimated net interest income in the zero basis point interest rate environment ("base case," assumes the forward market and product interest rates implied by the yield curve are realized) and the estimated net interest income in each alternative interest rate environment (assumes market and product interest rates have a parallel shift in rates across all maturities by the indicated change in rates). Projected cash flows for each scenario are based upon varying prepayment assumptions to model anticipated customer behavior changes as market rates change. Estimations of net interest income used in preparing the table below were based upon the assumptions that the total composition of interest-earning assets and interest-bearing liabilities does not change materially and that any repricing of assets or liabilities occurs at anticipated product and market rates for the alternative rate environments as of the dates presented. The estimation of net interest income does not include any projected gains or losses related to the sale of loans or securities, or income derived from non-interest income sources, but does include the use of different prepayment assumptions in the alternative interest rate environments. It is important to consider that estimated changes in net interest income are for a cumulative four-quarter period. These do not reflect the earnings expectations of management. Estimates for the -300 basis point scenario were not prepared at September 30, 2023.


Change	Net Interest Income At
(in Basis Points)	June 30, 2024						September 30, 2023
in Interest Rates(1)	Amount ($)		Change ($)		Change (%)		Amount ($)		Change ($)		Change (%)
	(Dollars in thousands)
-300 bp	$	159,739	$	(7,258)	(4.4)	%	N/A		N/A		N/A
-200 bp	162,853		(4,144)		(2.5)		$	126,495	$	(6,963)	(5.2)	%
-100 bp	165,289		(1,708)		(1.0)		130,374		(3,084)		(2.3)
000 bp	166,997		—		—		133,458		—		—
+100 bp	167,667		670		0.4		136,147		2,689		2.0
+200 bp	167,454		457		0.3		138,804		5,346		4.0
+300 bp	167,481		484		0.3		141,494		8,036		6.0

(1)Assumes an instantaneous, parallel, and permanent change in interest rates at all maturities.

In general, increases/(decreases) in the Bank's net interest income projections under the various interest rate scenarios presented are due to the degree to which rates earned on funds received through loan and securities repayments, in each scenario, are greater/(less) than the projected change in deposit and borrowing rates in the next 12 months. The net interest income projection was higher in the base case scenario at June 30, 2024 compared to September 30, 2023, due primarily to transactions associated with the securities strategy, which resulted in a decrease in interest expense on borrowings due to the Bank repaying the BTFP borrowing and an increase in interest income on cash and securities. These interest income benefits were partially offset by higher interest expense projections on the Bank's deposit portfolio, primarily on its retail certificate of deposit portfolio, due to increases in both the balance and rate between the two periods.

Change in MVPE. The following table sets forth the estimated change in the MVPE for each date presented based on the indicated instantaneous, parallel, and permanent change in interest rates. The change in each interest rate environment represents the difference between the MVPE in the base case (assumes the forward market interest rates implied by the yield curve are realized) and the MVPE in each alternative interest rate environment (assumes market interest rates have a parallel shift in rates). Projected cash flows for each scenario are based upon varying prepayment assumptions to model anticipated customer behavior as market rates change. The estimations of the MVPE used in preparing the table below were based upon the assumption that the total composition of interest-earning assets and interest-bearing liabilities do not change, that any repricing of assets or liabilities occurs at current product or market rates for the alternative rate environments as of the dates presented, and that different prepayment rates were used in each alternative interest rate environment. The estimated MVPE results from the valuation of cash flows from financial assets and liabilities over the anticipated lives of each for each interest rate environment. The table below presents the effects of the changes in interest rates on our assets and liabilities as they mature, repay, or reprice, as shown by the change in the MVPE for alternative interest rates. Estimates for the -300 basis point scenario were not prepared at September 30, 2023.


Change	Market Value of Portfolio Equity At
(in Basis Points)	June 30, 2024						September 30, 2023
in Interest Rates(1)	Amount ($)		Change ($)		Change (%)		Amount ($)		Change ($)		Change (%)
	(Dollars in thousands)
-300 bp	$	1,193,185	$	218,302	22.4	%	N/A		N/A		N/A
-200 bp	1,159,421		184,538		18.9		$	1,302,781	$	283,093	27.8	%
-100 bp	1,080,349		105,466		10.8		1,145,404		125,716		12.3
000 bp	974,883		—		—		1,019,688		—		—
+100 bp	860,101		(114,782)		(11.8)		888,642		(131,046)		(12.9)
+200 bp	732,347		(242,536)		(24.9)		757,870		(261,818)		(25.7)
+300 bp	598,219		(376,664)		(38.6)		632,716		(386,972)		(38.0)

(1)Assumes an instantaneous, parallel, and permanent change in interest rates at all maturities.

The Bank's MVPE decreased from $1.02 billion at September 30, 2023 to $974.9 million at June 30, 2024. The decrease was due primarily to model enhancements associated with the calculation of the Bank's estimated MVPE, partially offset by decreases in market interest rates between the two periods, most notably across the intermediate and long-term tenors of the yield curve, as well as to balance sheet composition changes resulting from the securities strategy. The decrease in market interest rates resulted in an increase in the value of the Bank's interest-earning assets more than it increased the value of its interest-bearing liabilities.

As interest rates increase, borrowers have less economic incentive to prepay or to refinance their mortgages and agency debt issuers have less economic incentive or opportunity to exercise their call options in order to issue new debt at lower interest rates, resulting in lower projected cash flows on these assets. As interest rates increase in the rising interest rate scenarios, prepayments on mortgage-related assets are more likely to decrease and only be realized through significant changes in borrowers' lives such as divorce, death, job-related relocations, or other major events as there is less economic incentive for borrowers to prepay their debt, resulting in an increase in the average lives of mortgage-related assets. Similarly, call projections for callable agency debentures decrease as interest rates rise, which results in cash flows related to these assets moving closer to their contractual maturity dates. The longer expected average lives of these assets increases the sensitivity of their market value to changes in interest rates.

In the increasing rate scenarios, the sensitivity reflects the negative impacts of rates on the value of the Bank's loan and securities portfolios more so than on its deposit and borrowings portfolios. In the decreasing interest rate scenarios, the Bank's MVPE increased due to a larger increase in the market value of the Bank's assets than the Bank's liabilities. This is because the Bank's mortgage-related assets continue to have a longer duration in these interest rate scenarios, which results in greater sensitivity in market value as interest rates change.

The following table presents the weighted average yields/rates and WALs (in years), after applying prepayment, call assumptions, and decay rates for our interest-earning assets and interest-bearing liabilities as of June 30, 2024. Yields presented for interest-earning assets include the amortization of fees, costs, premiums and discounts, which are considered adjustments to the yield. The interest rate presented for term borrowings is the effective rate, which includes the impact of interest rate swaps and the amortization of deferred prepayment penalties resulting from FHLB advances previously prepaid. The WAL presented for term borrowings includes the effect of interest rate swaps.


	Amount		Yield/Rate		WAL	% of Category		% of Total
	(Dollars in thousands)
Securities	$	801,953	5.68	%	3.3			8.7	%
Loans receivable:
Fixed-rate one- to four-family	5,434,393		3.38		6.7	68.3	%	59.2
Fixed-rate commercial	497,635		4.68		2.9	6.3		5.4
All other fixed-rate loans	38,112		6.84		6.5	0.5		0.4
Total fixed-rate loans	5,970,140		3.51		6.4	75.1		65.0
Adjustable-rate one- to four-family	918,487		4.12		4.0	11.5		10.0
Adjustable-rate commercial	967,748		6.05		5.5	12.2		10.6
All other adjustable-rate loans	94,903		8.59		3.0	1.2		1.0
Total adjustable-rate loans	1,981,138		5.27		4.7	24.9		21.6
Total loans receivable	7,951,278		3.95		5.9	100.0	%	86.6
FHLB stock	106,309		9.47		1.9			1.2
Cash and cash equivalents	317,821		4.97		—			3.5
Total interest-earning assets	$	9,177,361	4.20		5.4			100.0	%

Non-maturity deposits	$	2,651,090	1.00		6.5	47.5	%	33.7	%
Retail certificates of deposit	2,773,048		4.18		0.9	49.7		35.2
Commercial certificates of deposit	59,372		4.35		0.6	1.1		0.8
Public unit certificates of deposit	97,390		4.67		0.5	1.7		1.2
Total interest-bearing deposits	5,580,900		2.68		3.5	100.0	%	70.9
Term borrowings	2,294,165		3.24		1.7			29.1


Total interest-bearing liabilities	$	7,875,065	2.84		3.0			100.0	%

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the "Act") as of June 30, 2024. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of June 30, 2024, such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Act is accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) that occurred during the Company's quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company and the Bank are involved as parties to various legal actions. In our opinion, after consultation with legal counsel, we believe it is unlikely that any such pending legal actions will have a material adverse effect on our financial condition, results of operations or liquidity.

On November 2, 2022, the Bank was served a putative class action lawsuit, captioned Jennifer Harding, et al. vs. Capitol Federal Savings Bank (Case No. 2022-CV-00598), filed in the Third Judicial District Court, Shawnee County, Kansas against the Bank, alleging the Bank improperly charged overdraft fees on (1) debit card transactions that were authorized for payment on sufficient funds but later settled against a negative account balance (commonly known as "authorize positive purportedly settle negative" or "APPSN" transactions) and (2) merchant re-presentments of previously rejected payment requests. The complaint asserts a breach of contract claim (including breach of an implied covenant of good faith and fair dealing) for each practice and seeks restitution for alleged improper fees, alleged actual damages, costs and disbursements, and injunction relief. On April 5, 2023, the court granted the Bank's motion to dismiss the complaint, with prejudice. The plaintiffs have appealed this decision.

The Company assesses the liabilities and loss contingencies in connection with pending or threatened legal and regulatory proceedings on at least a quarterly basis and establishes accruals when it is believed to be probable that a loss may be incurred and that the amount of such loss can be reasonably estimated.

Item 1A. Risk Factors

There have been no material changes to our risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023; however, the Company is supplementing its risk factors in this Form 10-Q, with the following:

The Company's ability to pay dividends and repurchase shares is subject to the ability of the Bank to make capital distributions to the Company.

The long-term ability of the Company to pay dividends to its stockholders and repurchase shares is based primarily upon the ability of the Bank to generate earnings and to, therefore, make capital distributions to the Company, and on the availability of cash at the holding company level in the event the Bank's earnings are not sufficient to pay dividends or repurchase shares. Under certain circumstances, capital distributions from the Bank to the Company may be subject to regulatory approvals.

The Bank's bad debt recapture amount may impact the amount and timing of capital distributions to the Company

The Bank had $85.5 million in pre-1988 bad debt reserves at June 30, 2024, which equates to an unrecorded deferred tax liability of $18.0 million. The Bank is anticipated to have a net loss for tax purposes in the current year due to the sale of securities in October 2023 associated with the securities strategy and will therefore have a negative accumulated earnings and profits for fiscal year 2024. As a result of the negative accumulated earnings and profits, any capital distributions from the Bank to the holding company during fiscal year 2024 would be deemed to be drawn out of the Bank's pre-1988 bad debt reserves and will result in the recognition of income tax expense at the then-current rate by the Bank. This additional tax expense will reduce the amount of earnings that will be available to be distributed to the holding company during the current fiscal year, at a minimum.

Management is currently evaluating the income tax issues associated with the pre-1988 bad debt reserves and the timing and amount of capital distributions to be made from the Bank to the holding company during the remainder of the current fiscal year and in future periods. There is some uncertainty related to how the Bank's current earnings and profits, beginning in fiscal year 2025, should be treated in relation to distributions from the Bank to the Company and the associated impact, if any, on the pre-1988 bad debt reserves.

See additional discussion regarding the Bank's pre-1988 bad debt recapture in "Comparison of Operating Results for the Three Months Ended June 30, 2024 and March 31, 2024" and "Item 1. Financial Statements - Note 6. Income Taxes".

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

See "Liquidity and Capital Resources - Limitations on Dividends and Other Capital Distributions" in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding OCC restrictions on dividends from the Bank to the Company.

The following table summarizes our stock repurchase activity during the three months ended June 30, 2024 and additional information regarding our stock repurchase program. As of June 30, 2024, the Company was authorized to repurchase up to $77.0 million of its common stock under existing stock repurchase plans. These plans have no expiration date; however, the FRB's existing approval for the Company to repurchase shares up to $2.0 million expires in August 2024 and $75.0 million expires in February 2025. Shares may be repurchased from time to time in the open market or in privately negotiated transactions based upon market conditions, available liquidity and other factors.


				Total Number of	Approximate Dollar
	Total			Shares Purchased as	Value of Shares
	Number of	Average		Part of Publicly	that May Yet Be
	Shares	Price Paid		Announced Plans	Purchased Under the
	Purchased	per Share		or Programs	Plans or Programs
April 1, 2024 through
April 30, 2024	—	$	—	—	$	1,964,729
May 1, 2024 through
May 31, 2024	—	—		—	1,964,729
June 1, 2024 through
June 30, 2024	—	—		—	1,964,729
Total	—	—		—	1,964,729

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Plans

During the quarter ended June 30, 2024, no director or executive officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

See Index to Exhibits.

INDEX TO EXHIBITS


Exhibit Number						Document
3(i)						Charter of Capitol Federal Financial, Inc., as filed on May 6, 2010, as Exhibit 3(i) to Capitol Federal Financial, Inc.'s Registration Statement on Form S-1 (File No. 333-166578) and incorporated herein by reference
3(ii)						Bylaws of Capitol Federal Financial, Inc., as amended, filed on March 30, 2020, as Exhibit 3.2 to Form 8-K for Capitol Federal Financial Inc. and incorporated herein by reference
10.1						Form of Amended and Restated Change of Control Agreement with each of John B. Dicus, Kent G. Townsend, Rick C. Jackson, Natalie G. Haag, Anthony S. Barry, and William J. Skrobacz filed on November 29, 2023 as Exhibit 10.1 to the Registrant's September 30, 2023 Form 10-K and incorporated herein by reference
10.2						Capitol Federal Financial's 2000 Stock Option and Incentive Plan (the "Stock Option Plan") filed on April 13, 2000 as Appendix A to Capitol Federal Financial's Revised Proxy Statement (File No. 000-25391) and incorporated herein by reference
10.3						Capitol Federal Financial Deferred Incentive Bonus Plan, as amended, filed on May 8, 2020 as Exhibit 10.3 to the Registrant's March 31, 2020 Form 10-Q and incorporated herein by reference
10.4						Form of Incentive Stock Option Agreement under the Stock Option Plan filed on February 4, 2005 as Exhibit 10.5 to the December 31, 2004 Form 10-Q for Capitol Federal Financial and incorporated herein by reference
10.5						Form of Non-Qualified Stock Option Agreement under the Stock Option Plan filed on February 4, 2005 as Exhibit 10.6 to the December 31, 2004 Form 10-Q for Capitol Federal Financial and incorporated herein by reference
10.6						Description of Director Fee Arrangements, as filed on November 23, 2022 as Exhibit 10.6 to the Registrant's September 30, 2022 Form 10-K and incorporated herein by reference
10.7						Short-term Performance Plan, as amended, filed on May 8, 2020 as Exhibit 10.7 to the Registrant's March 31, 2020 Form 10-Q and incorporated herein by reference
10.8						Capitol Federal Financial, Inc. 2012 Equity Incentive Plan (the "Equity Incentive Plan") filed on December 22, 2011 as Appendix A to Capitol Federal Financial, Inc.'s Proxy Statement (File No. 001-34814) and incorporated herein by reference
10.9						Form of Incentive Stock Option Agreement under the Equity Incentive Plan filed on February 6, 2012 as Exhibit 10.12 to the Registrant's December 31, 2011 Form 10-Q and incorporated herein by reference
10.10						Form of Non-Qualified Stock Option Agreement under the Equity Incentive Plan filed on February 6, 2012 as Exhibit 10.13 to the Registrant's December 31, 2011 Form 10-Q and incorporated herein by reference
10.11						Form of Stock Appreciation Right Agreement under the Equity Incentive Plan filed on February 6, 2012 as Exhibit 10.14 to the Registrant's December 31, 2011 Form 10-Q and incorporated herein by reference
10.12						Form of Restricted Stock Agreement under the Equity Incentive Plan filed on February 6, 2012 as Exhibit 10.15 to the Registrant's December 31, 2011 Form 10-Q and incorporated herein by reference
31.1						Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 made by John B. Dicus, Chairman, President and Chief Executive Officer
31.2						Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 made by Kent G. Townsend, Executive Vice President, Chief Financial Officer and Treasurer
32						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by John B. Dicus, Chairman, President and Chief Executive Officer, and Kent G. Townsend, Executive Vice President, Chief Financial Officer and Treasurer
101						The following information from the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the Securities and Exchange Commission on August 7, 2024, has been formatted in Inline eXtensible Business Reporting Language ("XBRL"): (i) Consolidated Balance Sheets at June 30, 2024 and September 30, 2023, (ii) Consolidated Statements of Income for the three and nine months ended June 30, 2024 and 2023, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2024 and 2023, (iv) Consolidated Statements of Stockholders' Equity for the three and nine months ended June 30, 2024 and 2023, (v) Consolidated Statements of Cash Flows for the nine months ended June 30, 2024 and 2023, and (vi) Notes to the Unaudited Consolidated Financial Statements.
104						Cover Page Interactive Data File, formatted in Inline XBRL and included in Exhibit 101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


CAPITOL FEDERAL FINANCIAL, INC.



	Date: August 7, 2024	By:	/s/ John B. Dicus
			John B. Dicus, Chairman, President and Chief Executive Officer

	Date: August 7, 2024	By:	/s/ Kent G. Townsend
			Kent G. Townsend, Executive Vice President,
			Chief Financial Officer and Treasurer

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Capitol Federal Financial (CFFN) 10-Q2024 Q3 Quarterly report

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