WAFD INCWAFD
WAFD INC Stock Compensation Disclosure
STOCK AWARD PLANS
The Company's stock-based compensation plan provides for grants of stock options and restricted stock. On February 11, 2025,
the shareholders approved the 2025 Stock Incentive Plan. Upon approval of the 2025 Stock Incentive Plan, the 2020 Incentive
Plan terminated with respect to future awards, and the remaining shares that were not awarded under the 2020 Incentive Plan as
of that date were canceled. A total of 3,250,000 shares were made available for grant under the 2025 Incentive Plan and
2,631,367 shares remain available for issuance as of September 30, 2025. All of the Company’s equity compensation plans
have been approved by the Company’s shareholders.
When applicable, stock options are granted with an exercise price equal to the market price of the Company's stock at the date
of grant; those option awards generally vest based on to five years of continuous service and have 10-year contractual
terms. The Company's policy is to issue new shares upon option exercises. The fair value of stock options granted is estimated
on the date of grant using the Black-Scholes option-pricing model. Additionally, there may be other factors that would
otherwise have a significant effect on the value of employee stock options granted but are not considered by the model.
Expected volatility is based on the historical volatility of the Company's stock. The risk-free interest rate is based on the U.S.
Treasury yield curve that is in effect at the time of grant with a remaining term equal to the options' expected life. The expected
term represents the period of time that options granted are expected to be outstanding.
Stock Option Awards:
There were 374,029 stock options granted under the 2025 Stock Incentive Plan during 2025, compared to no options granted in
2024 and 779,740 options granted in 2023 under the previous plan.
A summary of stock option activity and changes during the year are as follows.
Options | Number of Securities to be Issued Upon Exercise of | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (In thousands) |
Outstanding at September 30, 2023 | 1,707,825 | $29.32 | 8 | $— |
Granted | — | — | ||
Exercised | (196,086) | 26.45 | ||
Forfeited | (157,114) | 30.07 | ||
Outstanding at September 30, 2024 | 1,354,625 | 29.65 | 7 | 7,040 |
Granted | 374,029 | 29.59 | ||
Exercised | (136,896) | 28.80 | ||
Forfeited | (223,551) | 30.08 | ||
Outstanding at September 30, 2025 | 1,368,207 | $29.65 | 8 | $873 |
Exercisable at September 30, 2025 | 541,770 | $30.87 | 5 | $— |
The table below presents other information regarding stock options.
Year ended September 30, | 2025 | 2024 | 2023 |
(In thousands, except grant date fair value per stock option) | |||
Compensation cost for stock options | $1,147 | $1,571 | $1,875 |
Weighted average grant date fair value per stock option | 6.69 | 6.14 | 5.91 |
Total intrinsic value of options exercised | 718 | 1,228 | 214 |
Grant date fair value of options exercised | 648 | 690 | 198 |
Cash received from option exercises | 3,943 | 5,187 | 1,089 |
The following is a summary of activity related to unvested stock options.
Year ended September 30, | 2025 | 2024 | 2023 | |||||
Unvested Stock Options | Options Outstanding | Weighted Average Grant Date Fair Value | Options Outstanding | Weighted Average Grant Date Fair Value | Options Outstanding | Weighted Average Grant Date Fair Value | ||
Outstanding at beginning of period | 843,251 | $5.50 | 1,390,422 | $5.93 | 981,410 | $5.07 | ||
Granted | 374,029 | 8.20 | — | — | 779,740 | 7.11 | ||
Vested | (227,947) | 7.19 | (412,160) | 3.20 | (217,695) | 6.13 | ||
Forfeited | (161,492) | 5.27 | (135,011) | 6.07 | (153,033) | 5.38 | ||
Outstanding at end of period | 827,841 | $7.53 | 843,251 | $5.50 | 1,390,422 | $5.93 | ||
As of September 30, 2025, there was $2,799,268 of unrecognized compensation cost related to stock options.
Restricted Stock Awards:
The Company grants shares of restricted stock pursuant to its incentive plans. The restricted stock grants are subject to a service
condition and vest over a period of to seven years.
Certain grants of restricted stock to executive officers are also subject to additional market and performance conditions based
upon meeting certain total shareholder return targets pre-established by the Board. The Company had a total of 538,911 shares
of restricted stock outstanding as of September 30, 2025, with a total grant date fair value of $13,709,896.
The following table summarizes information about unvested restricted stock activity.
Year ended September 30, | 2025 | 2024 | 2023 | |||||
Non-vested Restricted Stock | Outstanding | Weighted Average Fair Value | Outstanding | Weighted Average Fair Value | Outstanding | Weighted Average Fair Value | ||
Outstanding at beginning of period | 568,987 | $24.28 | 495,782 | $24.40 | 489,777 | $21.64 | ||
Granted | 282,018 | 25.41 | 366,616 | 28.84 | 247,966 | 26.48 | ||
Vested | (265,356) | 23.71 | (250,001) | 30.87 | (119,956) | 29.87 | ||
Forfeited | (46,738) | 20.92 | (43,410) | 26.22 | (122,005) | 12.16 | ||
Outstanding at end of period | 538,911 | $25.44 | 568,987 | $24.28 | 495,782 | $24.40 | ||
Compensation expense related to restricted stock awards was $5,061,000, $5,695,000, and $4,512,000 for the years ended 2025,
2024 and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 18, 2025 | Showing above |
| 2024 | Nov 20, 2024 | |
| 2023 | Nov 17, 2023 | |
| 2022 | Nov 18, 2022 | |
| 2015 | Dec 3, 2015 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.