WAFD INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of September 30, 2022, the Company carried out an evaluation, under the supervision and participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s 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 Exchange Act is recorded, processed, summarized and reported within time periods specified in SEC rules and forms and were effective to ensure that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting practices in the United States of America. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022. In making the assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 version of its Internal Control-Integrated Framework. Based on its assessment, the Company’s management believes that as of September 30, 2022, the Company’s internal control over financial reporting was effective based on this criteria. The Company’s independent auditors, Deloitte & Touche LLP, an independent registered public accounting firm, have issued an audit report on the Company’s internal control over financial reporting, which appears in this annual report on Form 10-K. There have been no changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Washington Federal, Inc. Seattle, Washington Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Washington Federal, Inc. and subsidiaries (the “Company”) as of September 30, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Because management’s assessment and our audit were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA), management’s assessment and our audit of the Company’s internal control over financial reporting included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the instructions for the Office of the Comptroller of the Currency Instructions for Call Reports for Balance Sheet on schedule RC, Income Statement on schedule RI, and Changes in Bank Equity Capital on schedule RI-A. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have not examined and, accordingly, we do not express an opinion or any other form of assurance on management's statement referring to compliance with laws and regulations. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2022, of the Company and our report dated November 18, 2022, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Seattle, Washington November 18, 2022 Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item will be set forth in the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held on February 14, 2023 (the "2022 Proxy Statement") under the following captions, and is incorporated herein by reference. • Proposal 1: Election of Directors • Executive Officers • Corporate Governance • Delinquent Section 16 Reports The Company has adopted a code of ethics that applies to all senior financial officers, including its Chief Executive Officer and Chief Financial Officer. The code of ethics is publicly available on the Company’s website under "Investor Relations" at www.wafdbank.com . If the Company makes any substantive amendments to the code of ethics or grants any waiver from a provision of the code, it will disclose the nature of such amendment or waiver on its website or in a report on Form 8-K. Item 11. Executive Compensation The information required by this item will be set forth in the 2022 Proxy Statement under the captions "Executive Compensation” and “Corporate Governance – Compensation Committee Interlocks And Insider Participation" and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this item will be set forth in the 2022 Proxy Statement under the caption "Security Ownership of Certain Beneficial Owners and Management" and is incorporated herein by reference. Additional information about stock options and other equity compensation plans is included in Note P to the Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" of this report. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this item will be set forth in the 2022 Proxy Statement under the caption "Corporate Governance - Related Party Transactions" and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this item will be set forth in the 2022 Proxy Statement under the caption "Principal Accounting Fees and Services" and is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) The Consolidated Financial Statements and related documents set forth in "Item 8. Financial Statements and Supplementary Data" are filed as part of this report. (a)(2) All other schedules to the Consolidated Financial Statements required by Regulation S-X are omitted because they are not applicable, not material or because the information is included in the Consolidated Financial Statements and related notes in “Item 8. Financial Statements and Supplementary Data” of this report. (a)(3) The following exhibits are filed as part of this report, and this list includes the Exhibit Index: No. Exhibit Page/ Footnote 3.1 Restated Articles of Incorporation of the Company, as amended (1) 3.2 Amended and Restated Bylaws of the Company (2) 4.1 Description of Registrant's Securities (1) 4.2 Deposit Agreement, dated February 8, 2021, by and among the Company, American Stock Transfer & Trust Company LLC, and the holders from time to time of the depositary receipts described therein (3) 10.1 2020 Incentive Plan and Form of Award Agreements * (4) 10.2 2011 Incentive Plan, as amended * (5) 10.3 Form of Restricted Stock Award Agreement under 2011 Incentive Plan * (5) 10.4 Form of Stock Option Agreement under 2011 Incentive Plan * (5) 10.5 Form of Indemnification Agreement * (6) 10.6 Form of Change in Control Agreement * (7) 21 Subsidiaries of the Company - Reference is made to Item 1, “Business - Subsidiaries” for the required information + 23.1 Consent of Independent Registered Public Accounting Firm + 31.1 Section 302 Certification by the Chief Executive Officer + 31.2 Section 302 Certification by the Chief Financial Officer + 32 Section 906 Certification pursuant to the Sarbanes-Oxley Act of 2002 + 101 Financial Statements for the fiscal year ended September 30, 2022 formatted in iXBRL + 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) + ___________________ * Management contract or compensation plan + Filed herewith (1) Incorporated by reference from the Registrant's Form 10-K filed with the SEC on November 19, 2021. (2) Incorporated by reference from the Registrant's Form 8-K filed with the SEC on November 20, 2020. (3) Incorporated by reference from the Registrant's Form 8-K filed with the SEC on February 8, 2021. (4) Incorporated by reference from the Registrant's Form 10-K filed with the SEC on November 23, 2020. (5) Incorporated by reference from the Registrant's Form 10-K filed with the SEC on November 21, 2016. (6) Incorporated by reference from the Registrant's Form 8-K filed with the SEC on October 24, 2016. (7) Incorporated by reference from the Registrant's Form 8-K filed with the SEC on August 19, 2015. Item 16. Form 10-K Summary Not applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. WASHINGTON FEDERAL, INC. November 18, 2022 By: / S / BRENT J. BEARDALL Brent J. Beardall, Vice Chair, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Brent J. Beardall November 18, 2022 Brent J. Beardall Vice Chair, President and Chief Executive Officer (Principal Executive Officer) /s/ Vincent L. Beatty November 18, 2022 Vincent L. Beatty Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Cory D. Stewart November 18, 2022 Cory D. Stewart Senior Vice President and Principal Accounting Officer (Principal Accounting Officer) /s/ Stephen M. Graham November 18, 2022 Stephen M. Graham, Chairman of the Board /s/ R. Shawn Bice November 18, 2022 R. Shawn Bice, Director /s/ Linda S. Brower November 18, 2022 Linda S. Brower, Director /s/ David K. Grant November 18, 2022 David K. Grant, Director /s/ Sylvia R. Hampel November 18, 2022 Sylvia R. Hampel, Director /s/ S. Steven Singh November 18, 2022 S. Steven Singh, Director /s/ Sean B. Singleton November 18, 2022 Sean B. Singleton, Director /s/ Mark N. Tabbutt November 18, 2022 Mark N. Tabbutt, Director /s/ Randall H. Talbot November 18, 2022 Randall H. Talbot, Director