WaFd Issues Definitive Merger Proxy for EverBank Financial Combination

Transaction Overview

On November 4, 2026, WaFd, Inc. (Nasdaq: WAFD) filed a definitive proxy statement (Schedule DEFM14A) for a special meeting of shareholders scheduled for December 16, 2026. Shareholders of record as of October 30, 2026, will vote on matters related to the Agreement and Plan of Merger entered into on September 6, 2026, with EverBank Financial Corp.

Key Terms & Structure

• Merger Structure: EverBank will merge with and into WaFd, with WaFd continuing as the surviving corporation and electing treatment as a financial holding company. Immediately following the merger, the surviving entity will rebrand and change its name to EverBank Financial Corp.
• Bank Merger: WaFd Bank will merge with and into EverBank, National Association, with EverBank, N.A. acting as the surviving national bank.
• Pro Forma Ownership:
  • EverBank equity holders: ~59.175%
  • WaFd equity holders: ~40.825%
  • Fixed ownership ratio not subject to adjustment based on stock price fluctuations.
• Estimated Dilution: Approximately 107.3 million shares of WaFd common stock (fully diluted) will be issued upon transaction close.
• Preferred Stock Conversion: 675,000 shares of EverBank Series A preferred stock ($1,000 liquidation preference, 6.50% dividend) will convert into equivalent newly created WaFd preferred stock.

Shareholder Proposals

1. Stock Issuance Proposal: Approval of the issuance of WaFd common stock under Nasdaq Listing Rule 5635.
2. Advisory Compensation Proposal: Non-binding vote on merger-related executive compensation for WaFd named executive officers.
3. Adjournment Proposal: Authority to adjourn the meeting if needed to solicit further proxies.

Strategic & Market Implications

This transformative combination significantly expands WaFd's geographic footprint and deposit base, shifting control as EverBank legacy owners will hold a controlling majority (~59.2%) of the pro forma company. The transaction requires approval from WaFd shareholders via a majority of votes cast at the December 16, 2026 special meeting.