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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 12/31/23 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1490906 |
| Issuer Name: Capitol Federal Financial, Inc. |
| Issuer Trading Symbol: CFFN |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1185016 |
| | Owner Name: DICUS JOHN B |
| Reporting Owner Address: |
| | Owner Street 1: C/O CAPITOL FEDERAL FINANCIAL, INC. |
| | Owner Street 2: 700 SOUTH KANSAS AVENUE |
| | Owner City: TOPEKA |
| | Owner State: KS |
| | Owner ZIP Code: 66603 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chairman, President and CEO |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: CFFN common stock |
| | Transaction Date: |
| | | Value: 12/31/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,093 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 12.50 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,307,093 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: CFFN common stock |
| | Transaction Date: |
| | | Value: 12/31/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,093 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 6.45 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,300,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: CFFN common stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 89,789 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: ESOP |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: CFFN Phantom Stock 2020 |
| | Conversion or Exercise Price: |
| | | Value: 12.50 |
| | Transaction Date: |
| | | Value: 12/31/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,093 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 12.50 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 12/31/23 |
| | Expiration Date: |
| | | Value: 12/31/23 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: CFFN common stock |
| | | Underlying Security Shares: |
| Value: 7,093 |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: CFFN Phantom Stock 2021 |
| | Conversion or Exercise Price: |
| | | Value: 11.33 |
| | Exercise Date: |
| | | Value: 12/31/24 |
| | Expiration Date: |
| | | Value: 12/31/24 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: CFFN common stock |
| | | Underlying Security Shares: |
| Value: 13,239 |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 13,239 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: CFFN Phantom Stock 2022 |
| | Conversion or Exercise Price: |
| | | Value: 8.65 |
| | Exercise Date: |
| | | Value: 12/31/25 |
| | Expiration Date: |
| | | Value: 12/31/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: CFFN common stock |
| | | Underlying Security Shares: |
| Value: 17,341 |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 17,341 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Holding: |
| | Security Title: |
| | | Value: CFFN Non-qualified Stock Option |
| | Conversion or Exercise Price: |
| | | Value: 11.91 |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 5/14/27 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: CFFN common stock |
| | | Underlying Security Shares: |
| Value: 100,116 |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 100,116 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Transaction reflects the deemed conversion of phantom stock units previously acquired under the Issuer's Deferred Incentive Bonus Plan into the underlying shares of common stock and the deemed simultaneous disposition of such shares in connection with the cash settlement of such phantom stock units. |
| Footnote - F2: The phantom stock units were acquired under the Issuers Deferred Incentive Bonus Plan and are settled in cash three years from the date of acquisition. |
| Footnote - F3: All options are vested. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Kent G. Townsend, under Power of Attorney |
| Signature Date: 1/2/24 |