[8-K] Timberland Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

WesBanco, Inc. (WSBC) – Form 4 insider activity dated 06/05/2025. Senior Executive Vice President & Chief Administrative Officer Jan Pattishall-Krupinski reported multiple same-day transactions in WesBanco common stock.

• Direct account: 645 shares acquired at $0 (likely RSU vesting); 97 + 94 + 1,161 = 1,352 shares disposed at prices of $32.07, $31.44 and $32.13, respectively.
• Indirect (spouse) account: 891 shares acquired at $0; 115, 148 and 1,375 shares (total 1,638) disposed at the same three prices.
• Net share change: 1,536 acquired versus 2,990 disposed, producing a net decrease of 1,454 shares.
• Post-transaction holdings: 30,746.53 shares held directly; 38,948.10 shares held indirectly by spouse.

Dispositions were coded "F", indicating shares withheld to satisfy tax obligations associated with equity vesting, rather than open-market selling. Transaction size is minor relative to WesBanco’s public float and does not represent a material change in insider ownership.

Insights

Corporate Governance Analyst

TL;DR: Routine tax-withholding trades; no clear bullish or bearish signal.

The officer’s Form 4 shows net disposal of ~1.5k shares, but the "F" code signifies shares surrendered for taxes on vested equity awards—an administrative action common at fiscal year-end or upon vesting events. Aggregate holdings remain sizable at >69k shares (direct + indirect). Given WesBanco’s ~67 million share float, the activity is immaterial (<0.003%). I view the filing as neutral for investors; it neither strengthens nor weakens the investment thesis.

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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

Timberland Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-23333	91-1863696
State or other jurisdiction	Commission	(I.R.S. Employer
Of incorporation	File Number	Identification No.)

624 Simpson Avenue, Hoquiam, Washington	98550
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number (including area code) (360) 533-4747

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
TSBK		TSBK		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

On July 22, 2025, Timberland Bancorp, Inc. (the “Company”) issued its earnings release for the quarter ended June 30, 2025.  The release also announced the declaration of a quarterly cash dividend of $0.26 per common share.  A copy of the earnings release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

Timberland Bancorp is filing a third quarter investor presentation that is available for distribution to investors.

A copy of the presentation materials is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this item and the related exhibit is being “furnished” and will not except to the extent required by applicable law or regulation, be deemed “filed” by Timberland Bancorp for purpose of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filings.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1               Earnings Release of Timberland Bancorp, Inc. dated July 22, 2025

99.2               Third Quarter 2025 Investor Presentation

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.

	TIMBERLAND BANCORP, INC.
DATE:  July 22, 2025	By: /s/Marci A. Basich
	Marci A. Basich
	Chief Financial Officer

FAQ

How many WesBanco (WSBC) shares did the insider ultimately sell?

The officer’s Form 4 reflects a net decrease of 1,454 shares after combining acquisitions and tax-related dispositions.

Were any shares purchased on the open market?

No. Acquisitions were at $0, indicating share delivery from vested awards, not market purchases.

What does transaction code "F" mean on Form 4?

Code "F" denotes shares withheld for taxes upon vesting or exercise of equity awards, not discretionary selling.

How many WesBanco shares does the reporting person now own?

After the transactions, the executive holds 30,746.53 shares directly and 38,948.10 shares indirectly via a spouse.

Is this Form 4 filing material to WesBanco investors?

Given the small share count (<0.003% of outstanding) and tax-related nature, analysts generally view it as not materially impactful.