cffn-20260127
0001490906FALSE00014909062026-01-272026-01-27

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)
January 27, 2026
CAPITOL FEDERAL FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)
Maryland001-3481427-2631712
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

700 South Kansas Avenue,TopekaKansas66603
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCFFNThe 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Capitol Federal Financial, Inc. (the “Company”) held its Annual Meeting of Stockholders on January 27, 2026 (the “Annual Meeting”). Holders of record of the Company’s common stock at the close of business on December 5, 2025 were entitled to vote on four items at the Annual Meeting. Stockholders elected Michel' Philipp Cole, and Jeffrey M. Johnson each to a three-year term as director. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting (the "Say on Pay Vote"). Stockholders approved the Capitol Federal Financial, Inc. 2026 Omnibus Incentive Plan. The stockholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending September 30, 2026. The final voting results of each item are set forth below.
Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 1.
Election of the following directors for the terms indicated:
Michel' Philipp Cole (three years)75,302,936 16,161,085 493,039 16,534,016 
Jeffrey M. Johnson (three years)68,220,320 23,279,290 457,449 16,534,017 
The following directors had their term of office continue after the meeting:
Morris J. Huey, II (three years)
Carlton A. Ricketts (three years)
John B. Dicus (three years)
James G. Morris (three years)
Jeffrey R. Thompson (three years)
Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 2.
Stockholder approval, on advisory basis, of executive compensation81,096,603 10,423,954 436,501 16,534,018 

Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 3.
Approval of the Capitol Federal Financial, Inc. 2026 Omnibus
   Incentive Plan
77,317,577 13,947,980 691,501 16,534,018 

Number of Votes
ForAgainstAbstainedBroker Non-Votes
Proposal 4.
Ratification of KPMG LLP as independent auditors107,952,742 460,818 77,517 — 





ITEM 7.01 REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99 and incorporated herein by reference are the slides from the Company's presentation at the Annual Meeting on January 27, 2026.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits

Exhibit 99 – Annual Meeting slide presentation
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: January 29, 2026By: /s/ Kent G. Townsend
Kent G. Townsend, Executive Vice-President,
Chief Financial Officer, and Treasurer



 
Safe Harbor Disclosure Except for the historical information contained in this press release, the matters discussed herein may be deemed to be "forward-looking statements" within the meaning 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. The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan," and similar expressions are intended to identify forward-looking statements. Forward- looking statements involve risks and uncertainties, including: changes in policies or the application or interpretation of laws and regulations by regulatory agencies and tax authorities; other governmental initiatives affecting the financial services industry; changes in accounting principles, policies or guidelines; fluctuations in interest rates and the effects of inflation or a potential recession, whether caused by Federal Reserve action or otherwise; changes to existing trade policies that could affect economic activity or specific industry sectors; 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; demand for loans in Capitol Federal Financial, Inc.'s market areas; the future earnings and capital levels of Capitol Federal Savings Bank and the impact of potential pre-1988 bad debt recapture, which could affect the ability of Capitol Federal Financial, Inc. to pay dividends in accordance with its dividend policies; competition; and other risks detailed from time to time in documents filed or furnished by Capitol Federal Financial, Inc. with the Securities and Exchange Commission. Actual results may differ materially from those currently expected. These forward-looking statements represent Capitol Federal Financial, Inc.'s judgment as of the date of this release. Capitol Federal Financial, Inc. disclaims, however, any intent or obligation to update these forward- looking statements. 2


 
Meeting Agenda I. Proxy proposal items of business II. Financial performance and capital returns III. Strategic banking initiatives and long-term strategy IV.Questions & answers 3


 
John B. Dicus, Chairman, President & CEO Michel’ Philipp Cole, ABC Morris J. Huey, II Jeffrey M. Johnson Michael T. McCoy, M.D. James G. Morris Carlton A. Ricketts Jeffrey R. Thompson Board of Directors 4


 
Management John B. Dicus, Chairman, President & CEO Anthony S. Barry, Chief Corporate Services Officer Natalie G. Haag, General Counsel & Corporate Secretary Rick C. Jackson, Chief Lending Officer William J. Skrobacz, Jr., Chief Retail Operations Officer Kent G. Townsend, Chief Financial Officer 5


 
Proxy proposal items of business The election of two directors. An advisory (non-binding) vote on executive compensation as disclosed in the accompanying proxy statement. The approval of the Capitol Federal Financial, Inc. 2026 Omnibus Incentive Plan. The ratification of the appointment of KPMG LLP as Capitol Federal Financial, Inc.'s independent registered public accounting firm for the fiscal year ending September 30, 2026. 6


 
Financial Performance FY 2025 For the Year Ended September 30, 2025 2024 Net Income (in thousands) $ 68,025 $ 38,010 Earnings Per Share (basic & diluted) $ 0.52 $ 0.29 Net Interest Margin 1.96% 1.77% Return on Average Assets 0.71% 0.40% Return on Average Equity 6.54% 3.69% 7


 
Financial Performance FY 2025 For the Year Ended September 30, 2025 2024 Efficiency Ratio 58.33% 66.91% Operating Expense Ratio 1.22% 1.17% Non-performing Assets to Total Assets 0.49% 0.11% Equity to Total Assets 10.71% 10.83% 8


 
Financial Performance At September 30, 2025 2024 (in thousands) Total Assets $ 9,778,701 $ 9,527,608 Total Loans $ 8,111,961 $ 7,907,338 Total Securities $ 867,216 $ 856,266 Total Deposits $ 6,591,448 $ 6,129,982 Total Borrowings $ 1,950,770 $ 2,179,564 Total Stockholders' Equity $ 1,047,677 $ 1,032,270 9


 
Number of shares repurchased 2,994,893 Average price per share $ 6.73 Total amount repurchased $ 20,153,438 *Paid in February, May, August, and November. CY 2025 Dividends and Share Repurchases Total regular quarterly dividends* $ 44,207,366 Robust History of Disciplined Capital Returns 10


 
(in m ill io ns ) $1,968.7 $2,033.1 $436.0 $456.2 $1,532.7 $1,576.9 2024 2025 $0.0 $400.0 $800.0 $1,200.0 $1,600.0 $2,000.0 $2,400.0 Cumulative Cash Returned to Stockholders Stockholder Dividends $11.32/sh per share Share Repurchases 42,987,200 shares Avg. Price of $10.61 Robust History of Disciplined Capital Returns 11


 
Robust History of Disciplined Capital Returns Payment of Dividends • CFFN declared a special dividend of $0.04 per share on December 17, 2025, payable on January 23, 2026 to stockholders of record as of the close of business on January 9, 2026. • CFFN declared a regular quarterly dividend of $0.085 per share on January 27, 2026, payable on February 20, 2026 to stockholders of record as of the close of business on February 6, 2026. • For fiscal year 2026, it is the intention of our Board to pay out the regular quarterly cash dividend of $0.085 per share, totaling $0.34 per share for the year. 12


 
Strategic Banking Initiatives • Strategic Actions • Commercial Lending • Treasury Management • Digital Banking • Private Banking, Trust and Wealth Management • Stockholder Value 13


 
Questions & Answers


 


 
Thank you for attending