WaFd to merge with EverBank in $3.9B stock deal

Q: How will ownership of WAFD change after the EverBank merger?

The merger terms target EverBank investors owning about 59.2% of the combined company and existing WaFd shareholders owning about 40.8%. WaFd estimates issuing roughly 107.7 million new common shares to EverBank stakeholders at closing.

Q: What size and profitability targets are projected for the combined WAFD and EverBank bank?

The companies describe a pro forma bank with about $75 billion in assets, $59 billion in deposits and $58 billion in loans, targeting a 2027 efficiency ratio near 45% and a return on tangible common equity of roughly 15%+ after full cost synergies.

Q: How are preferred shareholders and executives affected by the WAFD transaction?

Each of EverBank’s 675,000 Series A preferred shares will convert into a new WaFd preferred share with substantially equivalent terms. CEO Brent Beardall received a new five‑year employment agreement and a $5,025,000 continuity payment, while COO Kim Robison will receive $1,930,000, both contingent on closing.

Q: What cost savings and one-time charges does WAFD forecast from the EverBank merger?

The companies project about $135 million in annual run‑rate pre‑tax cost savings, phased in to 40% during 2027 and fully realized by the second half of 2028, and estimate roughly $280 million of one‑time pre‑tax integration and restructuring costs.

WaFd plans a $3.9 billion stock-for-stock reverse merger with EverBank that will leave EverBank investors holding a majority stake in a larger, more profitable combined bank.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

WaFd, Inc. (WAFD) entered into a Merger Agreement under which EverBank Financial Corp will merge into WaFd in a reverse merger, with WaFd as the legal survivor but EverBank as the accounting acquirer. WaFd will then change its name to EverBank Financial Corp, and WaFd Bank will merge into EverBank, N.A., which will be the surviving bank.

EverBank common shareholders will receive WaFd common stock at an exchange ratio set so that, immediately after closing, former EverBank investors will own 59.2% of the combined company and existing WaFd shareholders will own 40.8%. WaFd estimates issuing about 107.7 million new common shares at closing, and approximately 675,000 EverBank Series A preferred shares will convert into a new WaFd preferred series with substantially equivalent terms.

The companies highlight a pro forma bank with about $75 billion in assets, $59 billion in deposits and $58 billion in loans, targeting a 2027 efficiency ratio of 45% and return on tangible common equity of about 15%+, including run-rate pre-tax cost savings of roughly $135 million. WaFd cites expected 2027 EPS accretion of about 29% with tangible book value per share dilution of 8.6% and an earn-back period of roughly two years.

Positive

Highly accretive financial profile: WaFd projects approximately 29% EPS accretion in 2027, a 15%+ 2027 return on tangible common equity and run‑rate pre‑tax cost savings of about $135 million, with tangible book value dilution of 8.6% and an earn‑back period of roughly two years.
Significant scale and diversification: The combined institution is presented as a $75 billion-asset bank with about $59 billion in deposits and $58 billion in loans, a mix of regional relationship banking and national digital and specialty commercial lending, and roughly 82% FDIC‑insured or collateralized deposits.
Stronger capital and earnings capacity: Pro forma capital ratios are shown at about 12.6% total capital, 9.8% CET1 and 8.1% Tier 1 leverage, with estimated annual CET1 generation of roughly 90 bps, supporting future organic growth and potential capital returns.

Negative

Control shifts to EverBank owners: Former EverBank investors are expected to own about 59.2% of the combined company, leaving current WaFd shareholders with around 40.8% and facing tangible book value per share dilution of approximately 8.6% at closing.
Execution and integration risk: The structure relies on about $135 million in annual run‑rate cost savings and assumes a credit mark of roughly $313 million (about 1.55% of WaFd loans), plus estimated one‑time pre‑tax integration costs of about $280 million, all subject to successful integration.
Regulatory, shareholder and termination risks: Closing requires WaFd shareholder approval and multiple regulatory approvals; the agreement allows termination if not completed by September 6, 2027 and includes a WaFd cash termination fee of $101,060,629 payable to EverBank in certain circumstances.

Filing Explained

The merger is agreed but not closed; shareholder and regulatory approvals remain, while post-close governance and resale restrictions would apply.

This Form 8-K reports a material event: WaFd and EverBank signed a merger agreement. The transaction remains proposed rather than completed; WaFd must obtain shareholder approval for the share issuance, required Federal Reserve and OCC approvals, Nasdaq listing authorization, and other closing conditions.

If the merger closes, investors who received EverBank shares will have governance rights tied to the combined company: major investors may nominate directors for four years, subject to ownership requirements, and must support designated legacy WaFd directors subject to stated exceptions.

The same investors will face phased transfer restrictions on shares received in the merger: 10% releases after 30 days, another 10% after 90 days, 40% after 180 days, and the remaining 40% after 12 months. They also receive shelf, demand, and piggyback registration rights, including a commitment to file a resale shelf registration statement if needed.

The agreement permits termination if the merger has not closed by September 6, 2027; under certain termination circumstances, WaFd would owe EverBank a cash fee of $101,060,629. The proposed employment agreement for Brent Beardall and continuity payments for Mr. Beardall and Kim Robison become effective or payable only if the merger closes.

8-K Event Classification

5 items: 1.01, 3.02, 5.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Transaction value: $3.9 billion Pro forma assets: $75 billion Pro forma deposits: $59 billion +5 more

8 metrics

Transaction value $3.9 billion Reverse merger between WaFd, Inc. and EverBank Financial Corp as described in Exhibit 99.1

Pro forma assets $75 billion Combined WaFd–EverBank bank assets targeted after completion

Pro forma deposits $59 billion Combined deposits for the post‑merger bank

Pro forma loans $58 billion Combined loans for the post‑merger bank

Ownership split 59.2% / 40.8% EverBank versus WaFd shareholders’ projected ownership of the combined company

New common shares issued 107.7 million shares Estimated WaFd common shares to be issued at merger closing on a fully diluted basis

Run-rate cost savings $135 million per year Projected annual pre‑tax cost synergies at full run‑rate

Termination fee $101,060,629 Cash termination fee payable by WaFd to EverBank under specified termination events

Key Terms

Exchange Ratio, WaFd Rollover Preferred Stock, return on tangible common equity, core deposit intangible, +2 more

6 terms

Exchange Ratio financial

"The “Exchange Ratio” will be determined in accordance with the Merger Agreement"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

WaFd Rollover Preferred Stock financial

"will be automatically converted into the right to receive one (1) share of a newly created series of preferred stock"

return on tangible common equity financial

"with a return on tangible common equity of approximately 15% after full realization of expected cost synergies"

Return on tangible common equity measures how much profit a company generates from the real, spendable capital that belongs to common shareholders, shown as a percentage. It strips out intangible items like goodwill to focus on the “hard” equity and tells investors how efficiently the firm uses that tangible capital to create earnings—think of it as the return on the cash you actually have rather than on paper values or goodwill.

core deposit intangible financial

"Core deposit intangible of $357mm, 2.8% of WaFd’s core deposits, amortized over 10 years"

Core deposit intangible is an accounting asset that represents the value of customer deposits a bank gains, usually through an acquisition, because those deposits provide a stable, low-cost source of funding. Think of it like paying for a loyal customer list that will save the bank money over time; it is written down over several years and affects reported earnings and the apparent cost of acquiring new funds, so investors watch it to understand future profitability and capital impact.

Non-GAAP financial measures financial

"This communication contains certain non-GAAP financial measures that are not in accordance with U.S. GAAP"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Section 368(a) reorganization regulatory

"opinion from counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a)"

FAQ

What merger did WAFD announce with EverBank Financial Corp?

WaFd, Inc. agreed to merge with EverBank Financial Corp in a stock‑for‑stock reverse merger where EverBank will merge into WaFd. WaFd will then rename itself EverBank Financial Corp, and WaFd Bank will merge into EverBank, N.A., which will be the surviving bank charter.

How will ownership of WAFD change after the EverBank merger?

The merger terms target EverBank investors owning about 59.2% of the combined company and existing WaFd shareholders owning about 40.8%. WaFd estimates issuing roughly 107.7 million new common shares to EverBank stakeholders at closing.

What size and profitability targets are projected for the combined WAFD and EverBank bank?

The companies describe a pro forma bank with about $75 billion in assets, $59 billion in deposits and $58 billion in loans, targeting a 2027 efficiency ratio near 45% and a return on tangible common equity of roughly 15%+ after full cost synergies.

What EPS impact does WAFD expect from the EverBank merger?

WaFd states that, on a fully synergized basis, the transaction is expected to provide approximately 29% EPS accretion in 2027 and a tangible book value per share dilution of about 8.6%, with an earn‑back period of around two years.

What are the key closing conditions and risks for the WAFD–EverBank merger?

Completion requires WaFd shareholder approval, Nasdaq listing of new shares, approvals from the Federal Reserve and OCC, tax opinions confirming reorganization treatment, and absence of legal restraints. Either party may terminate if not closed by September 6, 2027, with a WaFd termination fee of $101,060,629 in certain cases.

How are preferred shareholders and executives affected by the WAFD transaction?

Each of EverBank’s 675,000 Series A preferred shares will convert into a new WaFd preferred share with substantially equivalent terms. CEO Brent Beardall received a new five‑year employment agreement and a $5,025,000 continuity payment, while COO Kim Robison will receive $1,930,000, both contingent on closing.

What cost savings and one-time charges does WAFD forecast from the EverBank merger?

The companies project about $135 million in annual run‑rate pre‑tax cost savings, phased in to 40% during 2027 and fully realized by the second half of 2028, and estimate roughly $280 million of one‑time pre‑tax integration and restructuring costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 06:06 AM Accepted by SEC EDGAR 09/08/2026 - 06:05 AM

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): September 8, 2026 (September 6, 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 Number)

425 Pike Street, Seattle, Washington 98101

(Address of principal executive offices)

(206) 624-7930

(Registrant’s telephone number, including area code)

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:

☐	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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 1.01.

Entry into a Material Definitive Agreement.

Merger Agreement

On September 6, 2026, WaFd, Inc., a Washington corporation (“WaFd”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EverBank Financial Corp, a Delaware corporation (“EverBank”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, EverBank will merge with and into WaFd (the “Merger”), with WaFd continuing as the surviving corporation in the Merger (the “Surviving Corporation”). Immediately following the Merger, the Surviving Corporation will change its name to EverBank Financial Corp and its wholly owned banking subsidiary, WaFd Bank, a Washington state-chartered bank, will merge with and into EverBank’s wholly owned banking subsidiary, EverBank, National Association, a national banking association (the “Bank Merger”), with EverBank, National Association continuing as the surviving bank in the Bank Merger (the “Surviving Bank”). The Merger Agreement was unanimously approved by the Board of Directors of each of WaFd and EverBank.

Effects of the Merger

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of EverBank’s Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share (together, “EverBank Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares as set forth in the Merger Agreement, will be converted into the right to receive a number of shares of common stock, par value $1.00 per share, of WaFd (“WaFd Common Stock”) equal to the Exchange Ratio (as defined below). Each share of WaFd Common Stock and WaFd’s 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock will remain issued and outstanding and not affected by the Merger.

The “Exchange Ratio” will be determined in accordance with the Merger Agreement such that immediately following the Merger:

•

the former holders of EverBank Common Stock and EverBank equity awards will hold approximately 59.175% of the total issued and outstanding shares of WaFd Common Stock on a fully diluted basis;

•

the holders of WaFd Common Stock and WaFd equity awards (that vest in the Merger) will hold approximately 40.825% of the total issued and outstanding shares of WaFd Common Stock on a fully diluted basis.

The ownership percentages set forth above (59.175% and 40.825%) are fixed and will not be adjusted for any reason (including any change in the trading price of WaFd Common Stock). WaFd estimates that approximately 107.7 million shares of WaFd Common Stock, on a fully diluted basis, will be issued at the closing of the Merger (the “Closing”).

This estimate is based on calculating the Exchange Ratio in accordance with the terms of the Merger Agreement using the number of fully diluted shares of EverBank Common Stock and WaFd Common Stock currently outstanding, assuming (i) all EverBank performance options vest and (ii) the number of shares underlying EverBank and WaFd equity awards that are options determined using the treasury stock method based on such closing price of WaFd Common Stock.

At the Effective Time, each of the 675,000 outstanding shares of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of EverBank, each having a liquidation preference of $1,000 per share and bearing dividends at a fixed rate of 6.50% per annum, will be automatically converted into the right to receive one (1) share of a newly created series of preferred stock, par value $1.00 per share of WaFd having substantially equivalent terms as provided for in the Merger Agreement (the “WaFd Rollover Preferred Stock”).

Treatment of Equity Awards

At the Effective Time, each outstanding equity award will be treated as follows:

•

EverBank Time-Vesting Options. Each outstanding EverBank time-vesting stock option will be converted into an option to purchase shares of WaFd Common Stock (an “Adjusted WaFd Option”) on the same terms and conditions (including the vesting schedule, termination protections and dividend equivalent rights) as were applicable to such option immediately prior to the Effective Time. The number of shares of WaFd Common Stock subject to each Adjusted WaFd Option will be equal to the product of (i) the number of shares of EverBank Common Stock subject to such option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio (rounded down to the nearest whole share), and the exercise price per share of each Adjusted WaFd Option will be equal to the exercise price per share of the applicable EverBank time-vesting stock option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent).

•

EverBank Performance-Vesting Options. Each outstanding EverBank performance-vesting stock option will vest based on the actual level of performance as of the Effective Time, as determined by the Board of Directors of EverBank prior to the Effective Time, and will be converted into a fully vested Adjusted WaFd Option on the same terms and conditions as were applicable immediately prior to the Effective Time (other than the performance-vesting conditions), and each EverBank performance-vesting stock option with respect to which the applicable performance-based vesting conditions have not been satisfied as of the Effective Time will be cancelled for no consideration.

•

EverBank DSUs. Each outstanding EverBank deferred stock unit will fully vest and be cancelled and converted into the right to receive the Merger consideration plus any accrued but unpaid dividend equivalents and dividend equivalent rights, which will be settled and delivered according to the terms of the applicable deferred stock unit agreement.

•

WaFd Equity Awards. Each outstanding WaFd stock option, restricted stock award and restricted stock unit award that is vested but not yet settled as of immediately prior to the Effective Time, or that by its terms becomes vested in connection with the Closing, will become fully vested and exercisable at the Effective Time, and each WaFd equity award that does not vest in connection with the Closing will continue to have and be subject to the same terms and conditions (including the vesting schedule, termination protections and dividend equivalent rights) that applied to such award immediately prior to the Effective Time.

Representations and Warranties; Covenants

The Merger Agreement contains certain customary representations and warranties from each of WaFd and EverBank. In addition, each of WaFd and EverBank has agreed to certain customary pre-closing covenants, including covenants to operate its business in the ordinary course in all material respects and to refrain from taking certain actions without the other party’s consent. Each party has agreed to additional covenants, including, among others, covenants relating to (a) in the case of WaFd, its obligation to call a meeting of its shareholders to approve the issuance of shares of WaFd Common Stock in the Merger and, subject to certain exceptions, the obligation of the Board of Directors of WaFd to recommend that its shareholders approve such issuance and (b) mutual non-solicitation obligations related to alternative acquisition proposals.

EverBank Stockholder Approval by Written Consent

Immediately following the execution and delivery of the Merger Agreement, holders of the requisite number of outstanding shares of EverBank Class A common stock executed and delivered to EverBank a written consent adopting and approving the Merger Agreement and the transactions contemplated thereby, including the Merger. As a result, the EverBank shareholder approval required to consummate the Merger has been obtained, and no further action by EverBank’s shareholders in connection with the Merger is required.

Closing Conditions

The completion of the Merger is subject to the satisfaction or waiver of certain other customary closing conditions, including (a) approval of the issuance of shares of WaFd Common Stock in the Merger by WaFd’s shareholders, (b) authorization for listing on the Nasdaq Stock Market of the shares of WaFd Common Stock to be issued in the Merger, subject to official notice of issuance, (c) the receipt of required regulatory approvals from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency and the expiration of all statutory waiting periods in respect thereof, (d) no such regulatory approval containing a condition or restriction that would reasonably be likely to have a material adverse effect on the Surviving Corporation and its subsidiaries, taken as a whole, after giving effect to the Merger, and (e) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion thereof illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement and (iii) receipt by such party of an opinion from counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Termination

The Merger Agreement provides certain customary termination rights for both WaFd and EverBank, including the right of either party to terminate the Merger Agreement if the Merger has not been completed on or before September 6, 2027. The Merger Agreement further provides that a cash termination fee of $101,060,629 will be payable by WaFd to EverBank upon termination of the Merger Agreement under certain customary circumstances.

Certain Governance Matters

The Merger Agreement, the amendment to the bylaws of the Surviving Corporation contemplated by the Merger Agreement (the “Bylaws Amendment”) and the Shareholders Agreement (as further described below) provide for certain governance-related matters including:

•

From Closing until the fourth anniversary thereof, the Board of Directors of the Surviving Corporation (and of the Surviving Bank) will have thirteen (13) directors, which will be comprised of seven (7) “Legacy EverBank Directors” and six (6) “Legacy WaFd Directors” (as each term is defined in the Bylaws Amendment).

•

At Closing, the seven (7) Legacy EverBank Directors will be designated by EverBank in accordance with the Shareholders Agreement (as described below) and will include Robert Radway and Greg Seibly (the “Initial EverBank Directors”), and six (6) Legacy WaFd Directors will be designated by WaFd and will include Brent Beardall and five other independent directors (the “Initial WaFd Directors”).

•

The Initial EverBank Directors and the Initial WaFd Directors will be apportioned as nearly evenly as possible among the classes of the Board of Directors of the Surviving Corporation, such that each class consists of two (2) Initial WaFd Directors and at least two (2) Initial EverBank Directors.

•

As of the Effective Time, Robert Radway will serve as Chairman of the Board of Directors of the Surviving Corporation and the Surviving Bank, Greg Seibly will serve as Chief Executive Officer and a director of the Surviving Corporation and the Surviving Bank, and Brent Beardall will serve as President and a director of the Surviving Corporation and the Surviving Bank.

•

Mr. Seibly shall continue to serve as Chief Executive Officer, and Mr. Beardall shall continue to serve as President, in each case, unless any change in role or termination of such service is approved by the affirmative vote of at least two-thirds of the full Board of Directors.

•

The selection of any individual to replace Mr. Radway as Chairman of the Board shall require the affirmative vote of at least a majority of the full Board, and any such individual shall be an independent director who is not affiliated or associated with any Major Investor (as defined below).

•

Any nominee for a vacancy resulting from the cessation of service by any Legacy WaFd Director for any reason (and any nomination of a Legacy WaFd Director at any shareholder meeting to vote on directors) shall be an independent director (provided that any successor to Mr. Beardall as President shall not be required to be an independent director) selected by the applicable remaining independent Legacy WaFd Directors as set forth in the Bylaws Amendment.

•

Any nominee for a vacancy resulting from the cessation of service by any Legacy EverBank Director for any reason shall be filled (i) if a Major Investor has the right to nominate a director to fill such vacancy under the Shareholders Agreement, by such Major Investor pursuant to the terms of the Shareholders Agreement or (ii) if no Major Investor has the right to nominate a director to fill such vacancy under the Shareholders Agreement, by an independent director who is not affiliated or associated with any Major Investor (provided that any successor to Mr. Seibly as Chief Executive Officer shall not be required to be an independent director) selected by the applicable remaining independent Legacy EverBank Directors as set forth in the Bylaws Amendment.

Shareholders Agreement

In connection with the execution of the Merger Agreement, WaFd entered into a shareholders agreement (the “Shareholders Agreement”) with certain shareholders of EverBank. The Shareholders Agreement will become effective at the Closing. Under the Shareholders Agreement, until the fourth anniversary of the Closing, subject to satisfying certain WaFd share ownership requirements, each of funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners and Sixth Street, as well as Teachers Insurance and Annuity Association of America (each, together with funds managed by Bayview Asset Management, a “Major Investor”), will have the right to nominate one director to the Board of Directors of the Surviving Corporation. For the first Major Investor that fails to satisfy the ownership requirements, the director nominated by such Major Investor will resign and, until the fourth anniversary of the Closing, funds managed by Bayview Asset Management will have the right to nominate one director to the Board of Directors of the Surviving Corporation, subject to Bayview Asset Management satisfying the applicable ownership requirements. As described in Certain Governance Matters above, with respect to any subsequent Major Investors that fail to satisfy the ownership requirements, any replacement directors prior to the fourth anniversary of the Closing will be an independent director not affiliated or associated with any Major Investor selected by the applicable remaining Legacy EverBank Directors. In addition, each Major Investor has committed to the Company that, until the fourth anniversary of the closing of the Merger, at any shareholder meeting for the election of directors of the Surviving Corporation, it shall vote its shares of WaFd Common Stock for the election of any Legacy WaFd Director nominated for election by the Board in accordance with the Bylaws Amendment, subject to ownership thresholds and certain exceptions as set forth in the Shareholders Agreement.

The Shareholders Agreement provides for certain post-Closing transfer restrictions on shares of WaFd Common Stock received by EverBank shareholders in the Merger. 10% of such shares will be released from transfer restrictions 30 days following the Closing, an additional 10% will be released 90 days following the Closing, an additional 40% will be released 180 days following the Closing, and the remaining 40% will be released 12 months following the Closing.

The Shareholders Agreement will also provide certain EverBank shareholders with certain shelf, demand and piggyback registration rights, including that, if not previously filed, the Surviving Corporation will file a shelf registration statement to cover the resale of the shares of WaFd Common Stock and WaFd Rollover Preferred Stock received by EverBank shareholders in the Merger.

Descriptions of Transaction Agreements

The foregoing descriptions of the Merger Agreement and the Shareholders Agreement (collectively, the “Transaction Agreements”) and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the full text of such agreements, copies of which are attached to this Current Report on Form 8-K as Exhibit 2.1 and Exhibit 10.1, respectively, and are incorporated herein by reference. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (a) will not survive consummation of the Merger and (b) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding WaFd or EverBank, their respective affiliates or their respective businesses. The Transaction Agreements should not be read alone, but should instead be read in conjunction with the other information regarding WaFd, EverBank, their respective affiliates or their respective businesses, the summaries of the Transaction Agreements and the transactions contemplated thereby that will be contained in, or incorporated by reference into, the proxy statement to be filed by WaFd with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Merger, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that WaFd makes with the SEC.

Item 3.02

Unregistered Sale of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement with Brent J. Beardall

On September 6, 2026, in connection with, and concurrently with the execution of, the Merger Agreement, Brent J. Beardall entered into an employment agreement with WaFd and WaFd Bank (the “Employment Agreement”). The Employment Agreement will supersede Mr. Beardall’s existing Change of Control Agreement with WaFd and will become effective only upon, and is contingent upon, the consummation of the Merger; if the Merger is not consummated, the Employment Agreement will be null and void and of no force or effect. The Employment Agreement provides for an initial employment period of five years commencing on the date of the Closing, with automatic renewals for successive one-year terms. Under the Employment Agreement, Mr. Beardall is entitled to receive an annual base salary of $1,116,625 and is eligible for a target annual bonus equal to 100% of his annual base salary under the Surviving Corporation’s annual incentive plan for senior executives. Mr. Beardall is also eligible to participate in the Surviving Corporation’s equity incentive plan and receive equity awards as determined by the Board of Directors of the Surviving Corporation.

If Mr. Beardall’s employment is terminated by the Surviving Corporation without Cause or he resigns for Good Reason (in each case as defined in the Employment Agreement), Mr. Beardall will be eligible to receive (i) any earned but unpaid annual bonus for any previously completed fiscal year, (ii) a prorated annual bonus for the fiscal year of termination based on actual performance payable on the date on which the Surviving Corporation otherwise pays annual bonuses to other executives for such fiscal year, (iii) an amount equal to the sum of (x) two times his annual base salary and (y) his target annual bonus, payable in equal installments over 24 months, and (iv) COBRA continuation coverage at active-employee rates for 12 months following termination, in each case subject to his execution of a release of claims and his continued compliance with the restrictive covenants described below.

The Employment Agreement includes a non-competition restriction which applies during employment and for an 18-month period following termination, customer and employee non-solicitation restrictions which apply during employment and for a two-year period following termination of employment, and perpetual mutual non-disparagement and confidentiality obligations. Effective June 30, 2027, due to changes to applicable state law rules regarding restrictive covenants, the non-competition restriction will not apply following termination of employment and the post-termination restricted period for the customer non-solicitation restriction will be limited to 18 months.

Letter Agreements with Brent J. Beardall and Kim E. Robison

WaFd also entered into a letter agreement with each of Mr. Beardall and Kim Robison, WaFd’s Chief Operating Officer (the “Letter Agreements”), providing for a lump-sum cash payment of $5,025,000 and $1,930,000 (the “Continuity Payments”), respectively, payable within 60 days following the Closing. The Continuity Payments are subject to Mr. Beardall’s and Ms. Robison’s continued employment through the Closing.

Under the Letter Agreements, as consideration for the Continuity Payments, effective upon the Closing, Mr. Beardall and Ms. Robison will waive certain “good reason” triggers under their existing Change of Control Agreements to the extent resulting from their transition to new roles with the Surviving Corporation following the Closing.

The foregoing descriptions of the Employment Agreement and the Letter Agreements are not complete and are subject to and qualified in their entirety by reference to the full text of the agreements, copies of which will be filed as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, and incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On September 7, 2026, WaFd and EverBank issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In connection with the announcement of the Merger Agreement, WaFd has made available presentation materials regarding the proposed transaction in connection with presentations to analysts and investors. These presentation materials are attached hereto as Exhibit 99.2 and are incorporated by reference herein.

The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being “furnished” and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of WaFd under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. WaFd does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
2.1*	Agreement and Plan of Merger, dated as of September 6, 2026, by and between WaFd, Inc. and EverBank Financial Corp
10.1*	Shareholders Agreement, dated as of September 6, 2026, by and among WaFd, Inc., and the investors party thereto
10.2	Employment Agreement, dated as of September 6, 2026, by and among WaFd, Inc., WaFd Bank, and Brent J. Beardall
10.3	Letter Agreement, dated as of September 6, 2026, by and between WaFd, Inc. and Brent J. Beardall
10.4	Letter Agreement, dated as of September 6, 2026, by and between WaFd, Inc. and Kim E. Robison
99.1	Joint Press Release of WaFd, Inc. and EverBank Financial Corp, dated September 7, 2026
99.2	Joint Investor Presentation of WaFd, Inc. and EverBank Financial Corp, dated September 7, 2026
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

Statement Regarding Forward-looking Information

Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, many of which are beyond the control of WaFd and EverBank, and many of which, with respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in WaFd’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), as well as the following factors, among others: (i) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between WaFd and EverBank; (ii) the outcome of any legal proceedings that may be instituted against WaFd or EverBank, including potential litigation that may be instituted against WaFd or its directors or officers related to the proposed transaction or the definitive merger agreement between WaFd and EverBank; (iii) the timing and completion of the transaction, including the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; (iv) the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of WaFd; (v) the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where WaFd and EverBank do business; (vi) certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; (vii) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (viii) diversion of management’s attention from ongoing business operations and opportunities; (ix) reputational risk and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; (x) WaFd’s and EverBank’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; (xi) currency and interest rate fluctuations; (xii) success of hedging activities; (xiii) material adverse changes in economic and industry conditions, including the availability of short and long-term financing; (xiv) general competitive, economic, political and market conditions; (xv) changes in asset quality and credit risk; (xvi) the inability to sustain revenue and earnings growth; (xvii) inflation; (xviii) customer borrowing, repayment, investment and deposit practices; (xix) the impact, extent and timing of technological changes; (xx) capital management activities; (xxi) other actions of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the State of Washington; (xxii) legislative and regulatory actions and reforms; and (xxiii) other factors that may affect future results of WaFd and EverBank.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in WaFd’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and in its subsequent Quarterly Reports on Form 10-Q filed with the SEC and available in the “Investor Relations” section of WaFd’s website, www.wafdbank.com/about-us/investor-relations, under the heading “SEC Filings” and in other documents WaFd files with the SEC (available at www.sec.gov). All such factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be considered carefully when making decisions with respect to WaFd and EverBank.

Any forward-looking statements contained in this document represent the views of WaFd and EverBank only as of the date hereof and are presented for the purpose of assisting their respective shareholders and analysts in understanding WaFd’s and EverBank’s financial position, objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. Neither WaFd nor EverBank undertakes to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation.

Important Other Information

This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF WAFD ARE URGED TO READ, WHEN AVAILABLE, ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING WAFD’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WAFD AND THE PROPOSED TRANSACTION.

Investors and shareholders of WaFd will be able to obtain a free copy of the proxy statement as well as other relevant documents filed with the SEC without charge at the SEC’s website (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to Brad Goode, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101, telephone (206) 626-8178.

Participants in the Solicitation

WaFd, EverBank and certain of WaFd’s directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding WaFd’s directors and executive officers is available in the proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

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 hereunto duly authorized.

Date: September 8, 2026	WAFD, INC.

	/s/ Kelli J. Holz
	Kelli J. Holz
	Executive Vice President and
	Chief Financial Officer

Exhibit 99.1

WaFd, Inc. Enters into a $3.9 Billion Reverse Merger

Transaction with EverBank Financial Corp

Combination will position bank for strong performance

and returns, with significant EPS accretion in 2027

JACKSONVILLE, FL and SEATTLE, WA — September 7, 2026 — EverBank Financial Corp, the parent company of EverBank, N.A., and WaFd, Inc. (NASDAQ: WAFD), the parent company of WaFd Bank, today announced they have entered into a definitive merger agreement providing for a strategic combination of EverBank Financial Corp and WaFd, Inc.

Under the terms of the agreement, EverBank Financial Corp will merge with and into WaFd, Inc., with WaFd, Inc. continuing as the resulting financial holding company. Existing shareholders of EverBank Financial Corp will receive common stock in WaFd, Inc. in exchange for their EverBank Financial Corp shares. Upon completion of the merger, WaFd, Inc. will remain a publicly traded company and change its name to EverBank Financial Corp and trade on the Nasdaq Stock Exchange under the new ticker symbol EVBK. EverBank Financial Corp will be designated as the accounting acquirer. Immediately following the holding company merger, WaFd Bank, a federally insured Washington state chartered commercial bank, will merge with and into EverBank, N.A., a national banking association, with EverBank continuing as the bank chartered by the Office of the Comptroller of the Currency.

The transaction is expected to result in significantly improved profitability for the combined pro-forma company, with a return on tangible common equity of approximately 15% after full realization of expected cost synergies. For WaFd, Inc. shareholders, the expected 2027 EPS accretion is approximately 29%, with an earn-back period for tangible book value dilution of under two years. As a result, the transaction is expected to provide a catalyst for enhanced value creation for both companies’ shareholders over the next few years.

“Since 2023, EverBank has been on a journey to transform itself into a high-performing bank sharply focused on enabling our consumer and business clients to make the most of their money,” said Greg Seibly, EverBank Financial Corp’s Chief Executive Officer. “We’re incredibly proud of what we’ve accomplished, all thanks to our dedicated associates. Today, we’re starting down an exciting new path with the merger of EverBank and WaFd Bank. Simply put, our two banks are stronger together. The combination of EverBank and WaFd Bank will open many new opportunities for nationwide growth and financial performance. By joining together, we’ll leverage our existing scalable consumer and commercial banking platforms to deliver high-value products and services to clients across the country in the ways that best meet their unique needs and goals. All of us at EverBank are looking forward to partnering with the WaFd Bank team to accomplish even greater things for our clients, employees and communities in the years ahead.”

Brent Beardall, WaFd, Inc. CEO and Vice Chairman, commented: “It is a privilege every day to work side by side with the WaFd team of bankers. This opportunity to partner with EverBank is an elegant fit, and it allows us to carry forward the ethos of WaFd and deliver improved returns for our shareholders. Both banks bring exceptional credit quality and strong capital to the partnership. We complement one another in several key strategic priorities. First, our core deposits supplement EverBank’s direct consumer online bank. Second, our extensive commercial real estate lending expertise will enrich their robust commercial and industrial lending channels. Third, EverBank’s 28 financial centers in California add needed scale to the market to better serve our clients. Collectively, I have no doubt that we are stronger together. I’m honored to work with Greg and our team to challenge the status quo for the banking industry.”

After the transaction is completed, the bank will be led by a highly experienced combined management team, with a strong track record of leading regional banks and executing successful acquisitions and integrations. Greg Seibly will serve as chief executive officer and Brent Beardall will be president.

The board of directors of each of the combined bank and resulting holding company will each have 13 members, with seven seats representing legacy EverBank and six representing legacy WaFd Bank, including Greg Seibly and Brent Beardall. Robert Radway, who currently serves as EverBank Financial Corp’s chairman, will serve as chairman of the combined bank and resulting holding company.

Positioned for Growth, Performance

EverBank and WaFd Bank have complementary businesses, and the combination of the two banks will bring together aligned consumer and commercial capabilities and strategies. The merger will strengthen the enlarged bank’s returns profile, with greater operational scale and increased efficiencies.

In recent years, both banks have pursued a common strategic shift toward commercial banking, accelerating their transition away from residential and consumer lending while further diversifying their loan portfolios. EverBank has organically grown its legacy commercial lending and finance business and launched new channels, including commercial real estate bridge lending, life insurance premium finance, SBA lending and fund finance.

WaFd Bank has leveraged its strong community connections and branch network spanning the western United States to grow its business banking offerings, including SBA lending, commercial lending and commercial real estate.

The merger will enhance the bank’s funding stability through a diversified deposit base that combines WaFd Bank’s commercial clients with EverBank’s retail clients, supported by multiple deposit-gathering channels, including an expanded network of more than 250 financial centers, and a limited reliance on wholesale funding.

The combined bank will also accelerate WaFd Bank’s wealth management platform by leveraging EverBank’s affluent client base to scale Registered Investment Advisor offerings and expanding valuable fee-income streams for the bank.

Upon completion of the transaction, the EverBank Financial Corp investors, which include funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, along with TIAA, will collectively own approximately 59.2% of the pro forma combined company, with WaFd, Inc., shareholders owning approximately 40.8%.

The transaction, which is expected to be completed in early 2027 and be tax-free for both EverBank Financial Corp and WaFd, Inc. common shareholders, is subject to regulatory approval and WaFd, Inc.’s shareholders’ approval, and other customary closing conditions.

Advisors

J.P. Morgan and Piper Sandler Companies are serving as financial advisors to EverBank Financial Corp, with Wachtell, Lipton, Rosen & Katz as legal advisor. Keefe, Bruyette & Woods, a Stifel company, is serving as financial advisor to WaFd, Inc., with Simpson Thacher & Bartlett, LLP, serving as legal advisor.

Conference Call

WaFd, Inc. will host a conference call for investors and analysts at 5:00 am Pacific Time on Tuesday, September 8, 2026. Participants may join the call at:

https://edge.media-server.com/mmc/p/w8qk9uyf

Presentation materials are available on the WaFd, Inc. website at www.wafdbank.com/about-us/investor-relations.

About EverBank Financial Corp

EverBank Financial Corp is a financial holding company and conducts its banking operations through its wholly owned subsidiary, EverBank, N.A. EverBank is a nationwide specialty bank providing high-value products and services to consumer and commercial clients coast-to-coast. As a pioneer in online banking, EverBank offers convenient digital access for clients 24/7, in addition to phone banking services and a network of financial centers across California, Florida and New York. EverBank’s commitment is to deliver to its clients high-performing, high-yield solutions backed by exceptional service, always giving them the advantage they expect to make the most of their money. Visit everbank.com or connect and interact with us on Facebook, Instagram, LinkedIn or X. EverBank is a Member FDIC.

About WaFd, Inc.

WaFd Inc. is a bank holding company headquartered in Seattle and traded on the Nasdaq under the symbol WAFD. Founded in 1917, its banking subsidiary WaFd Bank is a full-service commercial bank that operates more than 200 branches across nine western states and provides lending, deposit, treasury management and financial services to consumers, businesses and commercial clients. WaFd Bank is committed to building strong relationships, supporting local communities and helping individuals and businesses achieve financial success. For more information, visit www.wafdbank.com.

Contact Information

EverBank: Michael Cosgrove, michael.cosgrove@everbank.com. (904) 612-4160.

WaFd Bank: Brad Goode, Brad.Goode@wafd.com. (206) 626-8178.

Statement Regarding Forward-looking Information

Important Other Information

Participants in the Solicitation

# # #

Exhibit 99.2

EverBank + WaFd Stronger Together September 7, 2026

This communication contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the beliefs, plans, goals, expectations and estimates of WaFd, Inc. (“WaFd”) and EverBank Financial Corp (“EverBank”). Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “target,” “plan,” “estimate,” “should,” “likely,” “will,” “going forward” and other expressions that indicate future events and trends identify forward-looking statements. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, many of which are beyond the control of WaFd and EverBank, and many of which, with respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in WaFd’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), as well as the following factors, among others: (i) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between WaFd and EverBank; (ii) the outcome of any legal proceedings that may be instituted against WaFd or EverBank, including potential litigation that may be instituted against WaFd or its directors or officers related to the proposed transaction or the definitive merger agreement between WaFd and EverBank; (iii) the timing and completion of the transaction, including the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; (iv) the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of WaFd; (v) the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where WaFd and EverBank do business; (vi) certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; (vii) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (viii) diversion of management’s attention from ongoing business operations and opportunities; (ix) reputational risk and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; (x) WaFd’s and EverBank’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; (xi) currency and interest rate fluctuations; (xii) success of hedging activities; (xiii) material adverse changes in economic and industry conditions, including the availability of short and long-term financing; (xiv) general competitive, economic, political and market conditions; (xv) changes in asset quality and credit risk; (xvi) the inability to sustain revenue and earnings growth; (xvii) inflation; (xviii) customer borrowing, repayment, investment and deposit practices; (xix) the impact, extent and timing of technological changes; (xx) capital management activities; (xxi) other actions of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the State of Washington; (xxii) legislative and regulatory actions and reforms; and (xxiii) other factors that may affect future results of WaFd and EverBank. We caution that the foregoing list of important factors that may affect future results is not exhaustive. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in WaFd’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and in its subsequent Quarterly Reports on Form 10-Q filed with the SEC and available in the “Investor Relations” section of WaFd’s website, www.wafdbank.com/about-us/investor-relations, under the heading “SEC Filings” and in other documents WaFd files with the SEC (available at www.sec.gov). All such factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be considered carefully when making decisions with respect to WaFd and EverBank. Any forward-looking statements contained in this document represent the views of WaFd and EverBank only as of the date hereof and are presented for the purpose of assisting their respective shareholders and analysts in understanding WaFd’s and EverBank’s financial position, objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. Neither WaFd nor EverBank undertakes to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation. Statement Regarding Forward-looking Information

In connection with the proposed transaction, WaFd intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, WaFd will mail the definitive proxy statement to each shareholder entitled to vote at the meeting relating to the proposed transaction. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF WAFD ARE URGED TO READ, WHEN AVAILABLE, ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING WAFD’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WAFD AND THE PROPOSED TRANSACTION. Investors and shareholders of WaFd will be able to obtain a free copy of the proxy statement as well as other relevant documents filed with the SEC without charge at the SEC’s website (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to Brad Goode, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101, telephone (206) 626-8178. Participants in the Solicitation WaFd, EverBank and certain of WaFd’s directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding WaFd’s directors and executive officers is available in the proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. Non-GAAP Financial Measures This communication contains certain non-GAAP financial measures that are not in accordance with U.S. generally accepted accounting principles (GAAP). WaFd uses certain non-GAAP financial measures to provide meaningful, supplemental information regarding its operational results and to enhance investors’ overall understanding of WaFd’s financial performance. The limitations associated with non-GAAP financial measures include the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to WaFd’s GAAP results. Important Other Information

Today’s Presenters Greg Seibly Chief Executive Officer Brent Beardall President, Chief Executive Officer Pat Rusnak Chief Financial Officer, Executive Vice President Kelli Holz Chief Financial Officer, Executive Vice President

Transaction Overview

Bringing and Together EverBank is a $47bn-asset, scaled digital bank with branches in Florida & California and deep national commercial lending expertise WaFd is a $28bn-asset, relationship-focused regional bank located in attractive Western U.S. markets Combined franchise is a $75bn-asset, multi-channel bank with scale, diverse products and a branch footprint in highly attractive markets Combination enhances both franchises, providing lending and funding diversification, accelerating profitability ramp and unlocking growth upside EverBank’s proven track record in commercial lending complements WaFd’s business banking strategy and accelerates the 2030 plan WaFd’s relationship-based banking provides attractive funding diversification to EverBank’s highly sticky digital deposits Together, the franchise is well positioned with the profitability, scale, products, channels and markets to be a high performing bank Source: Company filings; FactSet; S&P Global Market Intelligence Note: Financial data as June 30, 2026; Market data as of September 4, 2026; Pro forma metrics are represented at close and fully-synergized where applicable $75B Assets 74% Commercial Loans $58B Loans 45% 2027E Efficiency Ratio 15%+ 2027E ROATCE $59B Deposits 82% insured National, Scaled, Multi-channel Banking Franchise with Robust Profitability Key Highlights Significant Pro Forma Scale Combination Produces Strong Profitability and Diversification Highly financially compelling with meaningful EPS accretion and short TBV earnback

A Merger That is Financially Compelling $865M+ Run-rate earnings (2) Highly accretive to WaFd EPS with robust earnings power and profitability ~29% 2027E EPS accretion (1) 15%+ 2027E ROATCE (1) Well-capitalized pro forma balance sheet 12.6% Total capital 8.1% Tier 1 leverage 9.8% CET1 Enhanced profitability drives short TBV earnback period and excess capital generation ~90bps+ Annual CET1 generation (4) 2.0 years TBV earnback period (3) (8.6%) TBV per share dilution Source: Company filings; FactSet; S&P Global Market Intelligence Notes: Financial data as of June 30, 2026; Market data as of September 4, 2026 1. Based on fully-synergized profitability metrics on a calendar year basis; 2. Represents net income to common; 3. TBV earnback period reflects crossover method; 4. Run rate organic CET1 generation before dividends; 5. See pages 29 and 30 Attractive Pricing Drives Strong EPS Accretion with Minimal Tangible Book Value Dilution and Short Earnback Enhanced ROATCE and EPS accretion support ~25–45% upside to current share price (5) Highly Compelling Financial Returns Attractive Pricing 2027 Price / Earnings Price / TBVPS synergized ~90% pay-to-trade ratio

+ : Stronger Together Multi-channel, relationship-driven strategy pairing a regional bank with a national, digital and commercial lending franchise 1 4 Experienced management team with significant integration experience and deep local and national expertise 6 Scarcity value underpinned by diverse business model, robust profitability, and scale in attractive markets 7 c Scale, funding and asset deployment strategy to navigate a rapidly evolving banking environment 3 5 + Strategically located in attractive, high-growth markets, serving clients locally and nationally 2 Strong EPS accretion, return profile, and earnings power support robust growth and capital return Efficient cost structure and flexible funding model enable outperformance across economic cycles Bringing Together Complementary Institutions to Create a Highly Profitable and High-Growth Franchise

Key Transaction Details Structure WaFd, Inc. issues shares to EverBank Financial Corp stockholders WaFd, Inc. will remain a publicly traded bank holding company, renamed EverBank Financial Corp under a new ticker – EVBK WaFd will be the legal acquiror and EverBank will be the accounting acquiror (WaFd’s balance sheet will be subject to fair value accounting) EverBank Financial Corp will be regulated by the Federal Reserve and EverBank, N.A. by the OCC Consideration 100% common stock consideration WaFd will issue 103.1mm shares(1) (107.7mm inclusive of options) in connection with the transaction Pro forma shares: 177.1mm basic | 182.0mm diluted Ownership split: 59.2% EverBank / 40.8% WaFd Brand Headquarters Holding company: Bellevue, WA | Bank: Jacksonville, FL Board of Directors 7 EverBank / 6 WaFd Directors Chairman: Robert Radway | Directors include Greg Seibly and Brent Beardall Leadership: Chief Executive Officer: Greg Seibly President: Brent Beardall Conditions / approvals Subject to receipt of WaFd shareholder approval Approval of EverBank stockholders has been obtained Subject to customary regulatory approvals EverBank stockholders entitled to customary registration rights and have agreed to a phased lock up schedule over 12 months post closing(2) Anticipated closing in 1Q’27 Source: Company filings; FactSet; S&P Global Market Intelligence Notes: 1. Number of WaFd shares to be issued at closing will depend on the number of fully diluted shares of WaFd as of closing (calculated using the treasury stock method based on the 10-day VWAP of the WaFd shares prior to closing) to target an ownership split of 59.2% to EverBank and 40.8% to WaFd; includes additional dilutive commitments; 2. Four-period lock up beginning at closing, with shares released 10% / 10% / 40% / 40% after 30 days, 90 days, 180 days and 12 months, respectively Regional West region: WaFd CA / FL: EverBank Holding company EverBank Digital EB Direct (pending) National EverBank

Scaled Presence in Highly Attractive Markets Creates Scarcity Value Strategically Located in High-Growth and Wealthy Markets CA ID NV NM CO WY UT Seattle AZ WA OR Olympia Portland Salem Boise Carson City SanFrancisco San Jose Los Angeles Long Beach San Diego Phoenix Las Vegas Santa Fe Salt LakeCity Mesa MT (212) (42) Florida FL Tampa Miami West PalmBeach Jacksonville Naples Texas TX Dallas Austin Ft. Worth Sizable Growth Opportunity 3 of Top 5 MSAs with Most Middle Market Businesses(4) 24 MSAs with over 500k population 8 of Top 15 MSAs by Population 6 of Top 10 Growth States(2) 4th Largest Bank Holding Company Headquartered in Western U.S. (1) $105k HHI vs. $87k National Average(3) 254 total branches Source: S&P Global Market Intelligence; United States Census Bureau Note: 1. Includes banks with total assets less than $1 trillion; 2. As defined by population growth rate (2020–2026); 3. Company household income calculated as weighted average based on deposits by county, excludes EverBank headquarters; 4. Middle market businesses defined as companies with 100-499 employees

Digital Regional National Composition Loans Deposits Complementary Multi-Channel Strategy Leveraging the Strength of Both Franchises Source: Company filings; S&P Global Market Intelligence Note: Financial data as of June 30, 2026; Percentages may not sum due to rounding Channel Overview Nationwide digital bank complementing strategic branch footprint providing durable funding and balance sheet resilience Relationship driven commercial lending focused on national industry verticals with attractive risk-adjusted returns Core, in-market relationship banking franchise built on WaFd’s 110-year history Regional 32% National 68% $58B Composition Regional 53% National 16% $59B Digital 30% Focused on relationship lending with attractive risk adjusted returns Low yield runoff portfolio remixing into higher yielding commercial loans Disciplined underwriting and risk tolerance Strategically located branch network Concierge level of service creates client loyalty Well-established digital bank, with an average customer tenure of 5+ years, provides stable funding

74% Commercial Commercially Focused Bank with Diverse Deposit Funding – Unlocks Growth and Earnings Potential Multi-Faceted, Efficient Deposit Gathering Strategy Source: Company filings; S&P Global Market Intelligence Note: Financial data as of June 30, 2026; Percentages may not sum due to rounding 1. Includes EverBank Sterling loans allocated to C&I; 2. Includes accretion income Diversified National and Regional Lending Portfolio Underwritten with Commercial Expertise 82% FDIC-insured Yield on loans: 5.60%(2) Cost of deposits: 2.73% $59B Total Financial centers Commercial direct and specialty Other Consumer direct Larger balance sheet enables greater growth Reduces lending concentrations Diverse, sticky funding supports lending growth $58B Total CRE C&I(1) Structured mortgage finance Legacy runoff Multi-family Corporate debt finance Residential C&D Consumer Lending Deposits Fund finance Lender finance

Combination Accelerates WaFd’s Goals Source: Company filings; FactSet; S&P Global Market Intelligence Note: Financial data as of June 30, 2026; Market data as of September 4, 2026; Pro forma metrics are represented at close and fully-synergized where applicable Opportunity To Optimize The Balance Sheet Meaningful Cross-Sell Opportunities ENHANCE DEPOSIT FRANCHISE EXPAND COMMERCIAL LENDING ~15% ROATCE Current Strategy 64%  74% Commercial loans Advances evolution to a commercial bank  10%  15%+ ROATCE Accelerates profitability journey  61%  73% Non-time deposits Enhances digital capabilities and enhances funding flexibility 

Senior Management with Deep Market Experience and Proven Track Record Greg Seibly Chief Executive Officer Board Director Brent Beardall President Board Director Leadership Structure Robert Radway Chairman Greg Seibly Chief Executive Officer >35 years Brent Beardall President 31 years BOARD OF DIRECTORS MANAGEMENT TEAM 25 years Senior Management Team Has Significant Integration Experience Combined Company Exhibits Culture of Excellence Pat Rusnak Chief Financial Officer >20 years Mercy Anne Martin Chief Risk Officer 29 years Kim Robison COO, Regional Banking >35 years Mark Baum General Counsel 26 years Seth Waller Chief Credit Officer 30 years 5-Star BauerFinancial Rating Awarded “Superior” 5-star rating for competitive rates and financial strength Best Internet Banks of 2025 Awarded Kiplinger’s Best Internet Banks of 2025 Award Best-in-State Bank Best Banks Recognized by Forbes among America’s Best Banks Recognized by Forbes among America’s Best Banks Source: Company filings 6 years years of experience

Overview of Standalone EverBank

EverBank at a Glance $46.7B Assets $37.7B Deposits $37.1B Loans & Leases $9.1B Cash & Securities 53% Adj. Efficiency Ratio (1) (2) 2.59% NIM (2) Digitally Led, Efficient Deposit Gathering Strategy Relationship Driven, National Commercial Lending Loan Mix Residential (5) Commercial Real Estate Commercial 0.45% Adj. NPAs / Assets (4) 0.02% NCOs / Avg. Loans Growth-Oriented, Profitability Focused Loans ($B) Since 2023, deposits grew 38% (11% CAGR) Since 2023, loans grew 41%, while yields increased by 56 bps ROAA Growth Profitability CAGR: 12% Source: Company filings, EverBank management, S&P Global Market Intelligence Notes: Financial data as of June 30, 2026; Percentages may not sum due to rounding 1. Adjusted for one-time costs; 2.Reflects QTD; 3. Reflects tenure within digital bank; 4. Excludes government-insured pool buyout loans for which payment is insured by the government; 5. Residential includes consumer loans, HELOCs and EBOs; 6. C&I includes Life Lending, Public Finance and SBA lending Core Lending Lines Fund Finance Corporate Debt Finance Lender Finance Structured Real Estate Multi- family C&I (6) Equipment Lending Legacy Comm. Real Estate Residential Mortgage CRE Bridge The Premier, Multi-channel Specialty Commercial Bank With National Reach Origination Mix StructuredMortgageFinance 87% FDIC-Insured 5+ years Average Tenure (3) ~500,000 Deposit Accounts $55k Avg. Account Size $38B Financial Centers Consumer Digital Sweeps & Other Commercial & Specialty

Digital Deposits Provide a Stable, Efficient and Scalable Source of Funding Digital Bank Pioneers with Long-Term Relationships Designed to deliver stable, durable funding Ability to quickly scale to fund loan growth Highly efficient with meaningful operating leverage Data-driven, targeted marketing approach creates cost effective acquisition Demonstrated Stickiness Through Macro Stress 1998 Digital Bank launch 5+ yrs Avg. tenure $17.7B Deposits ~370k Total Accounts <1.00% Monthly Attrition $48k Avg. Account Size During the bank liquidity panic (SVB), EverBank grew digital deposits while most mid-sized banks experienced deposit outflows Source: Company filings, EverBank management, S&P Global Market Intelligence Notes: Financial data as of June 30, 2026 1. EverBank reflects growth of direct bank deposits, KRX quartiles reflect growth in total deposits excluding brokered and reciprocal deposits; 2. Represents the Nasdaq Regional Banking Index 2Q23 1Q23 KRX (2) Bottom quartile Middle quartile Top quartile QoQ Deposit Growth During the 2023 Liquidity Panic (1)

EverBank’s Management Team Has Successfully Transitioned a Thrift to an Efficient Commercial Bank Source: Company filings, EverBank management Notes: Financial data as of June 30, 2026; Quarterly data reflects annualized figures; Percentages may not sum due to rounding 1. Residential excludes consumer loans, HELOCs and EBOs; 2. Includes shared services; 3. Net income to common Actions Taken Under New Leadership History of EverBank Residential (1) CRE Asset-Backed Lending Structured Mortgage C&I IMPROVED ASSET MIX – LOAN PORTFOLIO MIX RIGHT-SIZED EXPENSE BASE – NIX / ASSETS ENHANCED PROFITABILITY – ROAA $760(2) $693 Equipment Financing $26B $37B 2023 2Q26 Consumer NIX($M) Changed its charter to a National Bank from a Thrift Expanded deposit client focus beyond TIAA customers Shifted focus to higher-yielding commercial loans Mortgage runoff supports the shift toward higher-yielding commercial lending Addition of 9 new lending verticals FULL COMMERCIAL BANK Accelerated de novo branch strategy to complement digital bank Reduced wholesale funding Significantly increased core deposit base DEPOSIT AND FUNDING OPTIMIZATION Acquired Primis Life Premium Finance Acquired Sterling Bank EXECUTION OF VALUE ENHANCING ACQUISITIONS Added diversified asset generation channels Business optimization & organic growth Servicing TIAA participants / exit of non-strategic verticals, including mortgage banking Results Under New Leadership Expanded branches in strategic locations outside Jacksonville Expanded bank strategy Received Bank charter Founded by Alliance Capital Partners 1994 2017 Sale to TIAA completed TIAA sold to private investors and rebranded EverBank 2023 $89 $398 NI($M) (3) 89% CAGR Today Built an efficient, profitable and high-growth commercial bank Initial public offering of EverBank 2012

Net Interest Margin Loans HFI ($B) Deposits ($B) Management Forecast Actual Transformation is Driving Meaningful Improvement in Financial Performance 17% CAGR 7% CAGR 16% CAGR 7% CAGR 72% CAGR 23% CAGR ‘26 YTD: $199 ‘26 YTD: 0.94% ‘26 YTD: 2.58% ‘26 YTD: 53% ROAA (1) Net Income to Common ($M) (1) Efficiency Ratio (1) Source: EverBank management; S&P Global Market Intelligence 1. Not adjusted for one-time costs Q’2 annualized: $436 Q’2 annualized: 1.02% Q’2 annualized: 2.58% Q’2 annualized: 53% ‘26 YTD: $199 ‘26 YTD: 0.96% ‘26 YTD: 2.62% ‘26 YTD: 53%

Financial Rationale

Key Financial Assumptions Standalone earnings: WaFd: Consensus earnings estimates through 2027(1) EverBank: Management forecast through 2028, as reflected on slide 19 Cost savings: $135mm annual run-rate pre-tax cost savings (~11% of the combined NIX); grown 3% annually 40% phase-in during 2027, 100% phase-in by 2H 2028 Revenue synergies: Not modeled in pro forma financial metrics; significant opportunities identified, including insurance and wealth(2) One-time costs: $280mm pre-tax (for illustrative purposes, fully reflected in pro forma capital at closing) Credit mark: $313mm (1.55% of WaFd’s projected gross loans at closing, 1.45x WaFd’s loan loss reserve at close) Fair value marks on WaFd: ($601mm) pre-tax loan mark accreted 10 years using straight-line method ($145mm) pre-tax securities mark accreted 4.5 years using straight-line method $29mm pre-tax fixed assets mark amortized 40 years using straight-line method $15mm pre-tax time deposits mark amortized 1 year using straight-line method $3mm pre-tax other borrowings mark amortized 2 years using straight-line method $105mm preferred equity mark CDI: Core deposit intangible of $357mm, 2.8% of WaFd’s core deposits, amortized over 10 years using sum-of-years digits Other: Company plans to enter into hedges to manage interest rate risk between announce and close Outstanding EverBank options rolled into economic equivalent for the pro forma company Pro forma metrics reflect illustrative January 1, 2027 closing date Source: Company filings; FactSet; S&P Global Market Intelligence Notes: 1. Based on mean analyst consensus estimates as of September 4, 2026; 2. Excludes TIAA depositors which, by agreement, may not be solicited for wealth management services

Overview of Cost Savings and Integration Timeline Source: EverBank management Notes: 1. Legal Day 1 Cost Synergies Schedule ($mm) Defined key leadership roles and organizational structure to support post-close execution Establishment of Integration Management Office (“IMO”) Includes senior leaders from both organizations across operations, technology, HR, finance, legal & regulatory, communications, and project management Provides clear accountability and decision-making authority across integration workstreams prior to close Enables front-line teams to remain focused on customers while ensuring disciplined execution against key integration milestones Launched 27 integration workstreams with designated business owners Advanced key technology decisions including core, accounting and HR-related systems Management team highly experienced with M&A integration Integration Plan Realized cost synergies Annualized cost synergies Key Milestones Q1’27 H2’28 Q2’27 Q3’27 Q4’27 H1’28 Target close date(1) Core conversion date Integration completion target Core Conversion and Integration Timeline Summary of Cost Synergies $135M Compensation Technology & occupancy General & admin 11% of combined expenses 40% 100% % Phased in 2027E Mid-year 2028E run-rate

Net Income to Common ($mm) Efficiency Ratio ROATCE Source: Company filings; EverBank management; FactSet Notes: Represents fully synergized metrics on a calendar year basis; WaFd standalone based on mean analyst consensus estimates as of September 4, 2026 Strong Financial Profile with an Efficient, Scalable Operating Model ROAA | 2027 2027 2027 | 2027 | 2028 2027 2027 | 2027 | 2028 2027 2027 | 2027 | 2028 2027 2027 15%+ 2027E Pro Forma Financials and 2028E Targets target target target pro forma pro forma Net Interest Margin | 2027 | 2028 2027 2027 target pro forma Noninterest Expense / Assets | 2027 | 2028 2027 2027 target pro forma pro forma pro forma $3.37 $4.34 EPS | 2028 target

Drivers of Earnings Power Source: Company filings; EverBank management; FactSet; S&P Global Market Intelligence Notes: Market data as of September 4, 2026; Financial data as of June 30, 2026; WaFd standalone based on mean analyst consensus estimates as of September 4, 2026; Metrics shown on a calendar year basis 1. Reflects after-tax metrics; 2. Includes interest rate mark accretion, AOCI amortization, swap cash flow and cost of cash on the restructuring charge; 3. Excludes TIAA depositors which, by agreement, may not be solicited for wealth management services Combination Unlocks Earnings Power Additional Upside Levers Back-book redeployment — Redeploy low-yielding legacy assets into higher risk-adjusted return loans Balance-sheet scale — A larger combined balance sheet expands underwriting capacity Portfolio granularity & diversification — Greater loan granularity and sector diversification reduce concentration risk and create a platform to expand existing verticals Up-market capability — Enhanced products and balance-sheet capabilities enable the combined franchise to serve larger, more sophisticated clients Funding optimization — Flexibility to optimize funding mix across branch and digital channels Expand insurance income — Cross-selling personal and commercial insurance across the combined franchise Wealth cross-sell — WaFd's wealth management offering can be extended to EverBank’s affluent client base (3) Capital return optionality — Robust capital generation affords flexibility for capital return alongside organic reinvestment Long-term targets: 15%+ ROATCE High-single digit core loan growth NII & merger adjustments(1) (2) WaFd ’27E consensus net income EverBank ’27E net income Fully phased in synergies(1) CDI amortization Pro forma net income 10.5% 11.9% 15%+ | ’27E ROATCE $3.37 ~29% $4.34 ’27E EPS

Strong Liquidity Position and Capital Provides for Balance Sheet Flexibility Source: EverBank management; FactSet; S&P Global Market Intelligence Note: For illustrative purposes, assumes all one-time costs are reflected in capital ratios at close Capital Framework Meaningful profitability drives excess capital generation, creating optionality for growth and returns Capital management priorities include supporting organic growth, maintaining dividend payout ratio and prudent share buybacks Preliminary estimate of capital impact with Basel III endgame proposal results in 125–140bps of additional capital ~20% Cash + Securities / Assets 25–35% Dividend Payout Ratio 10%+ CET1 8.0%+ Tier 1 Leverage Near to Medium Term Balance Sheet Targets Mid 90% Loan / Deposit Ratio Well Capitalized Balance Sheet at Close Balance Sheet Position Neutral balance sheet positioning Multiple sources of readily available liquidity $15bn of residential mortgages running off providing incremental liquidity optionality over time Conservative liquidity management maintaining substantial capacity to support future growth 82% of deposits are FDIC-insured or collateralized, supporting a stable and resilient funding base >10% CET1 1–2 quarters post-close

Robust Risk Management with Solid Credit Quality Source: Company filings; S&P Global Market Intelligence Notes: Financial data as of June 30, 2026 1. Represents the Nasdaq Regional Banking Index; 2. Reflects bank level concentration Credit Performance Disciplined credit approach and conservative underwriting philosophy with strong collateral Demonstrated low credit losses across portfolio Consistently strong credit quality characterized by low net-charge offs Loan portfolio marked in purchase accounting 1.55% Credit Mark Credit Mark Adds to Robust Loss Absorbing Capacity 1.45x WaFd Reserves ACL Fair value mark Loss absorption capacity % of total loans 1.09% 0.77% 1.86% CRE Concentration (% of total capital) (2) Reduced Concentration Average NCOs / Average Loans since 2016 5bps (2bps) 13bps KRX (1) |

Deep Diligence Conducted by Experts [ ] Third-Party Diligence Partners Thorough Due Diligence Process with Deep Dive in Credit Mutual Diligence Focus Areas Diligence Done on EverBank Diligence Done on WaFd Credit and Underwriting Finance and Accounting Funding and Liquidity Regulatory Legal Risk Management Compliance Human Resources Corporate Real Estate Information Technology Branch Strategy Operations             $16.9bn Commercial loan balances 100% Criticized loans (special mention or worse) (3) $5.6bn Commercial loan balances 95% Criticized loans (special mention or worse) (3) Highly sophisticated investors with substantial M&A experience + Notes: 1. Represents loans of $40 million and above; 2. Represents loan of $15.5 million and above; 3. Represents criticized loans of $1.75 million and above 90% Large commercial loans (1) 90% Large commercial loans (2)

Significant Value Creation

Illustrative P/TBV Versus ROATCE Regression Implied Value Creation Combined Company Positioned for Upside Source: Company filings; FactSet; S&P Global Market Intelligence Note: Financial data as of June 30, 2026; Market data as of September 4, 2026; Metrics shown on a calendar year basis 1. Represents banks in the Nasdaq Regional Banking Index; 2. Based on fully-synergized 2027E ROATCE Implied Valuation vs. Regional Bank Index(1): 2027E ROATCE vs. Price / Tangible Book Value (2) y = 12.68x – 0.16 R2 = 62% Illustrative Combined Company Tangible book value per share at close: $29.24 2027E ROATCE:(2) 15%+ Regression implied price / TBV: 1.79x Implied share price: $52.41 Implied upside to WaFd shareholders: ~44% Price / TBV at announcement 1.18x

Illustrative Value Creation at Various P/E Multiples Source: Company filings; FactSet; S&P Global Market Intelligence Note: Financial data as of June 30, 2026; Market data as of September 4, 2026 1. Represents 2027E pro forma EPS multiplied by indicative P/E ratio; 2. 2027E fully synergized (2) '27E P/E KRX Median Metric 8.5x 9.5x 10.5x 11.5x 12.5x Illustrative P/E implied share price (1) $4.34 $36.89 $41.23 $45.57 $49.91 $54.25 Implied upside to WaFd share price $36.30 ~2% ~14% ~26% ~37% ~49% Implied pro forma price / TBVPS $29.24 1.26x 1.41x 1.56x 1.71x 1.85x (2)

Compelling Investment Thesis Scaled, multi-channel banking with a strong presence in attractive, high-growth markets Highly complementary franchise with limited geographic and business overlap, mitigating execution risk Clear path to achieving stated financial earnings targets, delivering a compelling return profile Embedded earnings tailwind from low-yielding back-book runoff and redeployment into higher-yielding commercial loans Additional upside opportunities from insurance cross-sell and wealth management Strong credit profile underpinned by a fully-marked and thoroughly diligenced loan portfolio limits downside risk Experienced management team with a demonstrated integration track record Meaningful Value Creation Opportunity with Limited Downside Risk ~29% 2027E EPS accretion (1) ~500bps ROATCE improvement (2) 25–45% Implied share price upside (4) (8.6%) TBV dilution Source: Company filings; FactSet; S&P Global Market Intelligence Notes: Financial data as of June 30, 2026; Market data as of September 4, 2026 1. Based on fully-synergized profitability metrics on a calendar year basis; 2. In comparison to WAFD’s mean consensus estimates as of September 4, 2026; 3. TBV earnback period reflects crossover method; 4. See pages 29 and 30 2.0 years of earnback (3)

Appendix

Regional Channel: Relationship Banking in Highly Attractive Markets Source: Company filings; EverBank management; S&P Global Market Intelligence Notes: 1. 2025 financial services benchmark, a score of 70 or higher is considered “world class”, a score of 50 or higher is considered “excellent”, a score of 30 or higher is considered “very good”, a score of 0–30 is considered “good” Serves as the bank’s core in-market relationship banking franchise with a 110-year history Delivery primarily through 254 financial centers located across the Western U.S., Texas and Florida Target middle market companies, small businesses, and consumers (deposits only) Focused on fostering long-term, multi-product relationships and delivering concierge level of service Offering includes lending, deposits, wealth management, insurance, business banking, SBA and treasury management Accelerating transition toward commercially-focused bank through runoff of legacy residential mortgage exposure Investments in customer service, usability and technology translate into “excellent” Net Promoter Scores(1) (58 versus peer median of 8) Key opportunities: Build further scale in Florida, Texas and California Bring Insurance, Wealth and Business Banking capabilities to EverBank’s 42 financial centers Highlights 1 Overview $31.3B Deposits $18.2B Loans Brand: Scaling Established Western Commercial Markets With A Strong Footprint In High-Growth MSAs Florida FL Tampa Miami West PalmBeach Jacksonville Naples Texas TX Dallas Austin San Antonio Ft. Worth Houston (212) (42) Portland MT West region: CA/FL: Seattle WA Olympia CA ID NV NM CO WY UT AZ OR Salem Boise Carson City SanFrancisco San Jose Los Angeles Long Beach San Diego Phoenix Las Vegas Santa Fe Salt LakeCity Mesa

National Channel: Industry Lending with Attractive Risk-adjusted Returns Source: Company filings; EverBank management; S&P Global Market Intelligence Notes: 1. Represents average of 2024 and 2025 Relationship driven, commercial lending across a diversified set of national industry verticals Commitment to areas with potential to build scale and win without overextending across smaller business lines Delivery through highly talented sales force with deep industry knowledge, providing tailored solutions Focus on loans with attractive risk adjusted returns within industry verticals that have demonstrated low credit losses Growth is led by thoughtful expansion in target products, geographic focus, and technology investments that drive differentiation Key opportunity: Further support lending channels with commercial and treasury management banking capabilities Overview Highlights Core Lending Verticals 2 $9.6B Deposits $39.4B Loans Brand: 0.06% Average Annual NCO Rate(1) 5.82% Average Current Yield Asset-Backed Finance Full suite of product offerings across fund finance, corporate debt finance, lender finance Commercial Real Estate Lending Multifamily, CRE bridge (transitional, permanent multifamily, construction), structured real estate financing Structured Mortgage Finance Short-term revolving warehouse finance and MSR financing facilities to top tier non-bank lenders Corporate Lending & Specialty Finance Group Municipal critical infrastructure & tax-exempt revenue bonds tied to Community Improvement Districts Equipment Finance Expand partner program industry niches as well as capabilities for large equipment financing Energy Lending Targets mid-size operators in the upstream (Reserve Base Loans), mid-stream, and royalty-base lending

Digital Channel: National Deposit Platform Built for Scale Source: Company filings; EverBank management Nationwide digital bank complementing strategic branch footprint Designed to deliver durable funding and long-term balance sheet resilience, serving as a differentiated source of scale and growth Uses a data-driven and targeted marketing approach to create cost effective acquisition and retention Capitalizes on key markets with voids or attractive pricing dynamics across the country Enhances new client acquisition and strengthens existing client loyalty through competitive yields Tailored to limit cross channel conflicts in Regional Bank markets Digital Bank Pioneers with Long-term Relationships Highlights 1998 Digital Bank launch 5+ yrs Avg. tenure 3 $17.7B Deposits Brand: EB Direct ~370k Total Accounts $48k Avg. Account Size

$38B $59B Complementary, Diversified Business Model Source: S&P Global Market Intelligence Notes: Percentages may not sum due to rounding 1. Reflects bank level concentration; 2. Not inclusive of purchase accounting or merger-related adjustments; 3. Includes accretion income; 4. Includes Sterling loans allocated to C&I for EverBank Loan Portfolio Composition Deposit Breakdown + = $21B Commercial direct & specialty Consumer direct Other Financial centers 5.34% 5.55% 5.60%(3) Yield Cost Sweeps 1.02% 0.88% 0.93% ACL / Loans 342% 187% 266% CRE Conc. (1) 0% 43% 28% NDFI (%) # of customers 87% % of FDIC insured / collateralized 2.36% 3.02% ~ 325,000 ~ 335,000 82% 2.73% ~ 660,000 75% Loan Portfolio Composition + = $20B $37B $58B 1–4 family Multifamily C&I(4) CRE C&D Consumer / other (2) (2)

Investor Area of Focus: Non-Depository Financial Institution Loans Source: Company filings; EverBank management Notes: Percentages may not sum due to rounding FUND FINANCE (41%) Launched in conjunction with TIAA sale Led by fund finance industry leaders Capital call/subscription, NAV hybrid facilities Recently initiated syndication capabilities for larger, mandated facilities No historical losses or criticized loans Fund finance CORPORATE DEBT FINANCE Lender finance STRUCTURED mortgage $15.9B LENDER FINANCE (10%) Business launched 3Q’24 with hiring of team formerly from PacWest/CapitalSource / other banks Credit facilities for non-bank lenders (consumer / small business), litigation finance and debt buyers Robust collateral monitoring and cash monitoring and control features No historical losses or criticized loans CORP DEBT FINANCE (25%) Active in business since 2012 Principally comprised of senior secured ABLs secured by highly diverse pools of first lien middle market loans No material degradation due to recent private credit events No historical losses or past due loans STRUCTURED MORTGAGE (23%) Acquired business in 2012 from MetLife Traditional mortgage warehouse and MSR financing facilities (75% and 25%, respectively) Substantial majority are uncommitted facilities No historical losses or criticized loans The NDFI portfolio reflects robust diversification Exposure spans multiple asset classes within verticals, mitigating concentration risk and enhancing resilience through cycles Asset-backed and secured by investor commitments or portfolio assets, reducing correlation to economic cycles No historical loan loss within the NDFI portfolio 28% of pro forma total loans

Investor Area of Focus: Commercial Real Estate Loans Source: Company filings; EverBank management, S&P Global Market Intelligence Notes: EverBank balance includes structured real estate, DSCR and LTV excludes structured real estate; Percentages may not sum due to rounding 1. Reflects bank level total capital; 2. Not inclusive of purchase accounting or merger-related adjustments 14% 4% 63% 15% 9% 9% Well-diversified CRE portfolio focused on a granular, relationship-oriented lending approach Portfolio focused on attractive, high-demand areas, including financing of essential housing in markets with growing reach across the West Coast Brings together strong commercial underwriting expertise and disciplined credit cultures, as demonstrated by the portfolio's minimal historical loss experience EverBank launched a new Bridge CRE lending group in 1Q26 focused on sponsor-backed senior financing opportunities for value-add and repositioning commercial real estate properties Combination immediately addresses WaFd’s CRE concentration with pro forma CRE concentration well-below 300% CRE Overview Combination Creates a Well-balanced Portfolio % of total loans % of capital (1) Distribution by Property Type (%) $8B $8B $17B Retail Warehouse/Industrial Office Multifamily Other DSCR 21% 187% 1.6x 54% 38% 342% 1.3x 48% 27% 266% 1.4x 51% LTV (2) | (1) (1) (1)

EverBank Standalone Summary Income Statement $ in millions Noninterest Income Provisions Net Interest Income 2.05% 2.34% 2.62% Net Interest Margin 0.05% 0.09% 0.20% Provisions / Avg. loans Net Income to Common Pre-Provision Net Revenue Noninterest Expense 19% 9% 9% Fee Income Ratio 2.09% 1.66% 1.73% NIX / Avg. Assets 0.49% 0.88% 1.12% PPNR / Avg. Assets 0.28% 0.59% 0.71% ROAA Source: Company filings; S&P Global Market Intelligence; EverBank management Notes: Metrics shown on a calendar year basis 1. TIAA retained the bank’s trust business, which was excluded in the sale to private investors in 2023; 2. Includes shared services Management Forecast Actual 2.65% 2.74% 0.07% 0.14% 7% 8% 1.51% 1.49% 1.32% 1.45% 0.94% 0.98% (2) (1)

EverBank Standalone Summary Balance Sheet $ in billions Allowance for Loan and Lease Losses Gross Loans Cash and Securities Common Equity Tier 1 Borrowings Deposits Securities Cash 25% 26% 21% Cash and Securities / Assets 96% 93% Loans / Deposits (2) 0.88% 0.80% 0.80% LLR / Gross Loans 86% 87% Deposits / Funding Borrowing / Funding Total Risk-Based Capital (1) Source: Company filings; S&P Global Market Intelligence; EverBank management Notes: Metrics shown on a calendar year basis 1. Includes Cash and Cash Equivalents and Investments less HTM & Other Investments; 2. Excludes loans held for sale 17.7% 14.6% 13.6% 14% 13% 11% 98% 89% Management Forecast Actual 18% 18% 96% 96% 0.89% 0.90% 94% 95% 6% 5% 14.2% 13.9%

Purchase Accounting Summary Source: Company filings; FactSet; S&P Global Market Intelligence Notes: WaFd earnings based on mean analyst consensus estimates as of September 4, 2026; Number of WaFd shares to be issued at closing will depend on the number of fully diluted shares of WaFd as of closing (calculated using the treasury stock method based on the 10-day VWAP of the WaFd shares prior to closing) to target an ownership split of 59.2% to EverBank and 40.8% to WaFd; includes additional dilutive commitments; ¹ Deal value represents WaFd share price of $36.30 as of Friday September 4, 2026, and fully diluted shares Tangible book value reconciliation Goodwill calculation preferred

Pro Forma Earnings per Share Accretion Source: Company filings; EverBank management; FactSet; S&P Global Market Intelligence Notes: Metrics shown on calendar year basis 1. Based on mean analyst consensus estimates as of September 4, 2026; 2. Other impacts include cost of cash, existing WaFd amortization expense; 3. Number of WaFd shares to be issued at closing will depend on the number of fully diluted shares of WaFd as of closing (calculated using the treasury stock method based on the 10-day VWAP of the WaFd shares prior to closing) to target an ownership split of 59.2% to EverBank and 40.8% to WaFd; includes additional dilutive commitments Earnings per share accretion

STRONGER TOGETHER

Source: View Original Filing on SEC EDGAR

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