Erin Hill joins WaFd (NASDAQ: WAFD) board, bringing deep audit expertise

Rhea-AI Filing Summary

WaFd, Inc. has appointed Erin Hill to its Board of Directors, effective March 2, 2026, filling the vacancy created when David K. Grant’s term expired at the 2026 Annual Meeting. She will also serve on the Board of wholly owned subsidiary WaFd Bank and join the Audit Committee.

Hill will be compensated on the same basis as other non-employee directors, including an annual stock award and retainer fees, as described in WaFd’s 2026 proxy statement. The Board has determined she is independent under Nasdaq rules and she will serve in the director class with terms expiring in 2027.

The accompanying press release highlights Hill’s more than three decades of leadership across financial services, governance, audit, and risk management, including senior roles at the Financial Accounting Foundation, BNY Mellon, and JPMorgan Chase, as well as her legal, accounting, and nonprofit governance background.

0000936528false00009365282026-02-272026-02-270000936528us-gaap:CommonStockMember2026-02-272026-02-270000936528us-gaap:SeriesAPreferredStockMember2026-02-272026-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 8-K

____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2026

 ____________________________________

WAFD, INC.

(Exact name of registrant as specified in its charter)

 ____________________________________

Washington

001-34654

91-1661606

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

425 Pike Street

Seattle

Washington

98101

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (206) 624-7930

Not Applicable

(Former name or former address, if changed since last report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, $1.00 par value per share

WAFD

NASDAQ Stock Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock

WAFDP

NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 27, 2026, the Board of Directors of WaFd, Inc. (the “Company”), upon recommendation of the Nominating and Governance Committee, appointed Ms. Erin Hill to the Board to fill the vacancy created by David K. Grant, whose term expired at the 2026 Annual Meeting, effective March 2, 2026. Ms. Hill will also serve as a director of the Company’s wholly owned subsidiary WaFd Bank.

Ms. Hill will receive compensation and participate in plans and policies applicable to and on the same basis as the Company’s other non-employee directors, as described in the Company’s Proxy Statement for its 2026 Annual Meeting of Shareholders filed December 19, 2025, including an annual stock award, and annual retainer fees.

Ms. Hill will serve in the class of Directors with terms expiring in 2027 and has also been appointed as a member of the Audit Committee. There are no arrangements or understandings between Ms. Hill and any other persons pursuant to which she was selected as a director, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Our board has affirmatively determined that Ms. Hill is independent of our Company and its management under Nasdaq Listing Rules.

Item 7.01 Regulation FD Disclosure

On March 2, 2026 the Company issued a press release announcing the appointment of Ms. Hill as director of WaFd, Inc. and WaFd Bank which is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information contained in this Item 7.01 and in Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:

Exhibit 99.1    WaFd, Inc. press release dated March 2, 2026

Exhibit 104    Cover Page Interactive Data File (embedded within with Inline XBRL)

Important Cautionary Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For important factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2025, and our other reports filed with the SEC which are available on the SEC website at www.sec.gov. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

3

SIGNATURES

Pursuant to the requirements 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.

 

March 2, 2026

WAFD, INC.

By:

/s/ KELLI J. HOLZ

Kelli J. Holz

Executive Vice President and Chief Financial Officer

4

FOR IMMEDIATE RELEASE March 2, 2026 WaFd Bank Appoints Erin Hill to its Board of Directors SEATTLE, WASHINGTON - WaFd, Inc. (Nasdaq: WAFD) (the “Company”), the parent company of WaFd Bank, announced the appointment of Erin Hill to its Board of Directors. Ms. Hill brings more than three decades of executive leadership experience in financial services, corporate governance, audit, and risk management to the Board. Ms. Hill currently serves as the Executive Director of the Financial Accounting Foundation, the parent of the Financial Accounting Standards Board (“FASB”) and the Governmental Accounting Standards Board (“GASB”), which together establish financial accounting and reporting standards—known as Generally Accepted Accounting Principles, or GAAP—for public and private companies, not-for-profit organizations, and state and local governments in the United States. Previously, Ms. Hill served as the Chief Administrative Officer at BNY Mellon, the world’s largest custodian bank that is responsible for safeguarding over $40 trillion in assets globally. Prior to BNY Mellon, Ms. Hill served as the Head of Consumer Banking and Wealth Management at JP Morgan Chase & Co., leading more than 50,000 bankers and financial advisors at over 5,500 branches throughout the United States. While at JP Morgan, Ms. Hill also served as Chief Financial Officer of its private equity business and Chief Operating Officer of its legal and compliance functions. Prior to JP Morgan, Ms. Hill was an attorney in the corporate department at Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisition transactions and providing corporate governance advice to Fortune 100 companies. Ms. Hill began her career as an auditor at Arthur Andersen. Ms. Hill is a member of the Board of Governors of Junior Achievement Worldwide, a global nonprofit organization dedicated to empowering youth through hands-on learning in entrepreneurship, work readiness, and financial health. Ms. Hill recently served on the Defense Business Board of the U.S. Department of Defense, advising the Secretary of Defense on financial management and operational efficiency issues. She also served as a Board Member of JPMorgan Securities LLC, a registered broker-dealer subsidiary of JPMorgan Chase & Co. “WaFd Bank has built a strong foundation rooted in trust, long-term performance, and community impact,” said Hill. “WaFd’s commitment to its customers, communities, and employees strongly resonates with my own personal values and I’m excited to join the Board of Directors and provide new perspective and momentum as the bank continues to evolve and grow.”

“We are pleased to welcome Erin Hill to our Board of Directors,” said Brent Beardall, President and Chief Executive Officer of WaFd Bank. “Erin’s deep expertise in finance, audit, and governance, together with her proven ability to lead large global teams and advise corporate boards and executive teams, will make her an invaluable addition to our Board as we continue to execute on WaFd’s strategic priorities.” Ms. Hill’s impressive educational achievements include a Juris Doctor from Columbia University School of Law, an M.B.A. from Columbia Business School, and a B.S. in Accounting from Fordham University, where she graduated magna cum laude. Ms. Hill is a Certified Public Accountant and a member of the National Association of Corporate Directors, American Bar Association, and the American Institute of Certified Public Accountants. # # # About WaFd Bank WaFd Bank is a full-service commercial bank headquartered in Seattle, Washington, and traded on the NASDAQ as WAFD. Established in 1917, WaFd Bank has more than 200 branches across nine western states (Washington, California, Oregon, Idaho, Nevada, Utah, Arizona, New Mexico, and Texas). The bank provides comprehensive banking, lending, and digital financial services to individuals and businesses and is nationally recognized for its commitment to strong relationships, sound business practices, and community engagement. For more information, please visit www.wafdbank.com. Contact: Brad Goode, Chief Marketing & Communications Officer WaFd Bank 425 Pike Street, Seattle, WA 98101 206-626-8178 Brad.Goode@wafd.com

FAQ

What board change did WaFd (WAFD) announce in this 8-K?

WaFd announced the appointment of Erin Hill to its Board of Directors, effective March 2, 2026. She fills the vacancy created when David K. Grant’s term expired at the 2026 Annual Meeting and will also serve on the WaFd Bank board.

What committee role will Erin Hill have at WaFd (WAFD)?

Erin Hill has been appointed as a member of WaFd’s Audit Committee. This committee oversees financial reporting, controls, and audit matters, so her extensive background in finance, audit, and governance is directly relevant to the board’s oversight of the company’s accounting and risk management.

How will Erin Hill be compensated as a WaFd (WAFD) director?

Erin Hill will receive compensation and participate in plans and policies on the same basis as WaFd’s other non-employee directors. This includes an annual stock award and annual retainer fees, as described in the company’s 2026 proxy statement filed December 19, 2025.

Is Erin Hill considered an independent director at WaFd (WAFD)?

Yes, WaFd’s board has affirmatively determined that Erin Hill is independent of the company and its management under Nasdaq Listing Rules. This independence status supports strong corporate governance and helps ensure objective oversight of management and financial reporting activities.

What is Erin Hill’s professional background before joining WaFd’s board?

Erin Hill serves as Executive Director of the Financial Accounting Foundation, parent of FASB and GASB. She previously held senior roles at BNY Mellon and JPMorgan Chase, worked as an attorney at Wachtell, Lipton, Rosen & Katz, and began her career as an auditor at Arthur Andersen.

When does Erin Hill’s term as a WaFd (WAFD) director expire?

Erin Hill will serve in the class of directors whose terms expire in 2027. Director classes group terms so that only a portion of the board is up for election in any given year, supporting board continuity and long-term oversight of the company’s strategy.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 5.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.9 KB