−Removed: In addition to the new or revised risk factors set forth below and the other information set forth in this report, you should carefully consider the factors discussed under "Part I--Item 1A--Risk Factors" in the Company's 2024 10-K.
+Added: In addition to the information set forth in this report, you should carefully consider the factors discussed under "Part I--Item 1A--Risk Factors" in the Company's 2025 10-K.
These factors could materially and adversely affect the Company's business, financial condition, liquidity, results of operations and capital position, and could cause its actual results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report.
−Removed: Our “Needs to Improve” rating under the Community Reinvestment Act (“CRA”) may restrict our operations and limit our ability to pursue certain strategic opportunities.
+Added: There have been no material changes in the Company's risk factors from those disclosed in the Company's 2025 10-K with the exception of the items listed below.
+Added: The following risk factor from the September 30, 2025 10-K has been modified, as shown below, given the Company received an upgrade to the overall CRA rating to "Satisfactory" on January 16th, 2026 as a result of our successful appeal.
+Added: A “Needs to Improve” rating under the Community Reinvestment Act (“CRA”) may impact our reputation, restrict our operations and limit our ability to pursue certain strategic opportunities.
On December 27, 2024, the Bank received an overall CRA rating from the FDIC of “Needs to Improve” for the period covering June 3, 2020 to March 26, 2024.
Based on its performance on the individual components of the CRA tests, the Bank received a “High Satisfactory” rating on both the Investment Test and the Service Test and a “Needs to Improve” rating on the Lending Test, which resulted in the overall “Needs to Improve” rating.
−Removed: The Bank disagrees with the overall CRA rating and has appealed.
−Removed: If our appeal is unsuccessful in changing the overall CRA rating, having a “Needs to Improve” rating will result in restrictions on certain expansionary activity, including mergers and acquisitions and the establishment and relocation of bank branches.
−Removed: This rating will also result in a loss of expedited processing of applications to undertake certain activities.
−Removed: It could also have an impact on our relationships with certain states, counties, municipalities or other public agencies to the extent applicable law, regulation or policy limits, restricts or influences whether such entity may do business with a company that has a below “Satisfactory” rating and, in general, could negatively affect our reputation, business, financial condition and results of operations.
−Removed: These restrictions, among others, will remain in place at least until the Bank’s next CRA rating is publicly released by the FDIC following a subsequent CRA examination which is likely to occur in 2026.
−Removed: As a result of these limitations and conditions, we may be unable or may fail to pursue, evaluate or complete transactions that might have been strategically or competitively significant.
−Removed: Changes in our business operations and divestitures of lines of business may not be successful, resulting in a negative impact on our operating results and financial condition.
−Removed: In January 2025, we made a significant shift in focus in our business model and announced that WaFd Bank would be exiting the single-family mortgage lending market.
−Removed: We made this determination for several reasons:
−Removed: first because home loans are seen as a commodity, with nearly 70% of originations sold to US government sponsored enterprises like Freddie Mac and Fannie Mae, which has caused our profitability to decrease and credit risk to increase, and second, because technology has made it easy for consumers to refinance, increasing our interest rate risk.
−Removed: While we have estimated annual expense savings of approximately $17 million from our exit from the single-family mortgage business, this change involves a number of risks, including significant costs and expenses (including a $5.4 million restructuring charge), the potential loss of customer relationships, a loss of community goodwill and a decrease in revenues and earnings.
−Removed: Exiting this business could impact future earnings if we are unable to offset the loss of revenue associated with the single-family mortgage business against the anticipated expense savings.
−Removed: In addition, the shift in business focus will require varying levels of management resources, which may divert our attention from other business operations.
−Removed: If we are unable to realize the expected benefits of these types of changes in our business operations, our consolidated financial position, results of operations and cash flows could be negatively impacted.
+Added: The Bank disagreed with the overall CRA rating and appealed.
+Added: On January 16, 2026, the Supervision Appeals Review committee ("SARC") of the FDIC issued a decision granting the Bank's appeal and elevated the Bank's rating on the CRA Lending Test from "Needs to Improve" to "Low Satisfactory" and upgraded the Bank's overall CRA rating to "Satisfactory."
+Added: We anticipate that our next CRA exam will occur sometime in 2027.
+Added: If the Bank were to again receive a “Needs to Improve” rating, it could result in restrictions on certain expansionary activity, including mergers and acquisitions and the establishment and relocation of bank branches, result in a loss of expedited processing of applications to undertake certain activities have an impact on our relationships with certain states, counties, municipalities or other public agencies to the extent applicable law, regulation or policy limits, restricts or influences whether such entity may do business with a company that has a below “Satisfactory” rating.
+Added: In addition, a "Needs to Improve" rating could also negatively affect our reputation, business, financial condition and results of operations.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.