[8-K] Capitol Federal Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

On September 23, 2025, Capitol Federal Financial, Inc. amended its Short-Term Performance Plan for fiscal year 2026 to replace the efficiency ratio performance target with an operating expense ratio target. The change applies to all officers, including named executive officers, and is intended to measure management's control of operating costs more directly by removing interest-rate effects embedded in the efficiency ratio. The amended plan is filed as Exhibit 10.7 to the Form 8-K.

Positive

• Metric alignment: Replaces an interest-rate-sensitive metric with one focused on management-controlled operating expenses.
• Reduced payout volatility: Removing interest-rate effects may make short-term incentive outcomes more stable and attributable to management actions.
• Applies to named executive officers: Change covers all officers, indicating consistent incentive structure across leadership.

Negative

• No targets disclosed: The filing does not provide the specific operating expense ratio targets or payout formulas.
• Potential incentive narrowing: Focusing on operating expenses could underweight other important performance areas like revenue generation.

Insights

Compensation Specialist

TL;DR Replacing efficiency ratio with operating expense ratio refocuses incentive metrics on controllable cost management rather than interest-rate-driven outcomes.

The amendment narrows short-term incentive measurement to operating expense control, which is a more direct metric of management performance on expense discipline. For banks, efficiency ratio blends net interest income and noninterest expenses; removing interest-rate sensitivity can align incentives with expense reductions and operational efficiency. This change may reduce volatility in payouts caused by market interest-rate movements and makes performance outcomes more attributable to management actions. The filing is procedural and contains no quantitative targets or retroactive changes.

Financial Analyst

TL;DR Amendment adjusts performance metric to isolate operating-cost control, with modest governance implications but no immediate financial impact disclosed.

The disclosure shows a governance-level change to compensation metrics rather than a financial event. By substituting the efficiency ratio with an operating expense ratio, the company seeks to measure controllable cost management independent of interest-rate fluctuations. The filing does not disclose the new target thresholds, potential payout sensitivity, or projected cost savings. Absent quantitative targets or retroactive payouts, the amendment is informational and unlikely to affect financial statements in the near term.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 23, 2025

CAPITOL FEDERAL FINANCIAL, INC.

(Exact name of Registrant as specified in its Charter)

Maryland			001-34814			27-2631712
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

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

Registrant's telephone number, including area code

(785) 235-1341

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

ITEM 5.02, DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 23, 2025, the Board of Directors of Capitol Federal Financial, Inc. (the "Company") approved a change to the Short-Term Performance Plan, effective with the fiscal year 2026 plan year. The plan is applicable to all officers of the Company, including named executive officers. The efficiency ratio performance target will be removed and replaced with the operating expense ratio performance target. While the efficiency ratio emphasizes minimizing operating expenses and reflects the influence of interest rates on the Company’s operations, the operating expense ratio isolates operating expense control by removing the impact of interest rates. The change in the performance target is intended to provide a more direct measure of management’s ability to control operating costs. A copy of the amended Short-Term Performance Plan dated September 23, 2025 is filed as Exhibit 10.7 to this Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 10.7 – Company's Short-Term Performance Plan, as amended, dated September 23, 2025.

Exhibit 104 – Cover page interactive data file (embedded within the Inline XBRL document)

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 hereunto duly authorized.

			CAPITOL FEDERAL FINANCIAL, INC.
Date: September 25, 2025			By: /s/ Kent G. Townsend
			Kent G. Townsend, Executive Vice-President,
			Chief Financial Officer, and Treasurer

FAQ

What change did Capitol Federal Financial (CFFN) make to its Short-Term Performance Plan?

The company replaced the efficiency ratio performance target with an operating expense ratio target for the fiscal 2026 plan year.

When is the amended Short-Term Performance Plan effective?

The amendment is effective beginning with the fiscal year 2026 plan year, approved on September 23, 2025.

Who is covered by the amended plan?

The plan is applicable to all officers of the Company, including named executive officers.

Where can I find the amended plan document?

A copy of the amended Short-Term Performance Plan dated September 23, 2025 is filed as Exhibit 10.7 to the Form 8-K.

Does the filing disclose specific performance targets or payout amounts?

No. The Form 8-K states the metric change but does not disclose specific target thresholds or payout formulas.