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

Rhea-AI Filing Summary

Elevation Oncology (ELEV) filed Amendment No. 1 to its Schedule 14D-9 to report the final results and closing of the previously announced tender offer by Concentra Biosciences’ subsidiary, Concentra Merger Sub VI.

• Consideration: $0.36 cash + one non-transferable contingent value right (CVR) per share.
• Expiration: 11:59 p.m. ET on 22 Jul 2025; 39,773,172 shares tendered, representing 67.09 % of outstanding shares.
• Conditions: Minimum tender and all other conditions were satisfied or waived; Purchaser has irrevocably accepted all validly tendered shares and will promptly pay the offer price.
• Merger completion: Having surpassed the Section 251(h) threshold, Purchaser consummated the merger on 23 Jul 2025 without a shareholder vote.
• Each remaining share (subject to limited treasury, appraisal and parent-owned exceptions) was cancelled and converted into the right to receive the same cash-plus-CVR consideration, less any withholding taxes.
• Delisting: Trading in ELEV shares ceased prior to the Nasdaq open on 23 Jul 2025; the shares will be delisted and deregistered under the Exchange Act.

The amendment contains no other material changes beyond the confirmation of offer results and merger closing.

Insights

M&A Specialist

TL;DR: Offer met 67.09 % threshold, merger closed under 251(h); cash-plus-CVR payout forthcoming, ELEV exits public markets.

The filing confirms a textbook two-step tender followed by a short-form merger. Surpassing the minimum tender condition allowed Concentra to close without a shareholder vote, compressing execution risk and timeline. Immediate payment of $0.36 per share plus a CVR offers liquidity while retaining upside potential tied to future milestones. Regulatory and other closing conditions are now cleared, eliminating deal uncertainty. With delisting effective 23 Jul 2025, Elevation Oncology becomes a wholly owned subsidiary, streamlining post-merger integration.

Portfolio Manager

TL;DR: Transaction finalized; holders receive fixed cash and contingent value, but stock liquidity ends with Nasdaq delisting.

For investors, the key takeaway is the certainty of cash proceeds versus forfeiture of future public-market upside. The CVR adds a speculative component, yet it is non-transferable, limiting flexibility. Delisting and deregistration terminate ongoing disclosure, reducing transparency for residual CVR holders. Overall, the development is neutral to slightly positive: payout certainty offsets the loss of an investable security.

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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)

July 22, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The Company’s press release dated July 23, 2025, announcing financial results for the third quarter of fiscal year 2025 is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

The Company's press release dated July 22, 2025 announcing a quarterly cash dividend of $0.085 per share on outstanding Company common stock payable on August 15, 2025 to stockholders of record as of the close of business on August 1, 2025, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 99.1 – Press release dated July 23, 2025

Exhibit 99.2 – Press release dated July 22, 2025

Exhibit 104 – Cover page interactive data file, formatted in Inline XBRL.

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: July 23, 2025			By: /s/ Kent G. Townsend
			Kent G. Townsend, Executive Vice-President,
			Chief Financial Officer, and Treasurer