Business Context and Reporting Period
This Form 8-K, filed on September 8, 2026, reports on events occurring on September 6, 2026. WAFD, Inc. ("WaFd") entered into a definitive Agreement and Plan of Merger with EverBank Financial Corp ("EverBank"). Under the agreement, EverBank will merge into WaFd, with WaFd continuing as the surviving corporation but changing its name to EverBank Financial Corp. The surviving banking subsidiary will be EverBank, National Association.
Key Financial Metrics and Transaction Terms
This filing details a material definitive agreement rather than periodic financial results; therefore, standard revenue, profit, and cash flow metrics are not reported. Key transaction financial terms include:
- Ownership Structure: Post-merger, former EverBank shareholders will hold approximately 59.175% of the combined company, while former WaFd shareholders will hold approximately 40.825% on a fully diluted basis.
- Share Issuance: WaFd estimates issuing approximately 107.7 million shares of WaFd Common Stock to EverBank shareholders at closing.
- Preferred Stock: EverBank's 675,000 shares of Series A Preferred Stock will convert to a new series of WaFd preferred stock with substantially equivalent terms.
- Termination Fee: WaFd is obligated to pay a cash termination fee of $101,060,629 to EverBank under certain customary termination circumstances.
- Executive Compensation:
- Brent J. Beardall (President): New 5-year employment agreement with a base salary of $1,116,625 and a target annual bonus of 100% of base salary. Severance includes 2x base salary plus target bonus if terminated without Cause or for Good Reason.
- Continuity Payments: Lump-sum payments of $5,025,000 to Mr. Beardall and $1,930,000 to Kim E. Robison (COO), contingent on employment through closing.
Material Changes and Governance
The primary material change is the proposed merger, which will result in a change of corporate name and leadership structure. Key governance changes include:
- Board Composition: The post-closing Board will consist of 13 directors: 7 "Legacy EverBank Directors" and 6 "Legacy WaFd Directors."
- Leadership Roles: Robert Radway will serve as Chairman; Greg Seibly will serve as CEO; Brent Beardall will serve as President.
- Investor Rights: A Shareholders Agreement grants specific investors (Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street, TIAA, and Bayview Asset Management) the right to nominate one director each for four years post-closing, subject to ownership thresholds.
- Lock-up Provisions: Shares received by EverBank shareholders are subject to transfer restrictions, releasing 10% at 30 days, 10% at 90 days, 40% at 180 days, and the remaining 40% at 12 months post-closing.
- Closing Conditions: The transaction is subject to WaFd shareholder approval, regulatory approvals (Federal Reserve and OCC), and the absence of legal restraints.
- Termination Risk: Either party may terminate the agreement if the merger is not completed by September 6, 2027.
- Integration Risks: Potential failure to realize anticipated benefits, diversion of management attention, and reputational risks.
- Market Risks: Adverse effects on stock price, changes in economic conditions, and interest rate fluctuations.
- Verify the outcome of the WaFd shareholder vote required to approve the issuance of shares.
- Monitor the status of regulatory approvals from the Federal Reserve and the Office of the Comptroller of the Currency.
- Review the definitive proxy statement (Schedule 14A) for detailed financial projections and integration plans.
- Confirm the final Exchange Ratio calculation, which depends on the closing price of WaFd Common Stock and the number of outstanding shares.
- Assess the impact of the $101 million termination fee on WaFd's liquidity should the deal fail.
Guidance, Outlook, and Risks
The filing contains no specific financial guidance or earnings outlook for the combined entity. Management commentary focuses on the strategic rationale and transaction mechanics. Key risks and contingencies identified include: