UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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WAFD, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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The following presentation was made available to EverBank clients on September 11, 2026.
Stronger Together Expected to close in early 2027, subject to regulatory and shareholder approvals EverBank & WaFd Bank
T H E A N N O U N C E M E N T EverBank announces intent to merge with WaFd Bank Two financially sound banks Combined
franchise is a $75B-asset, multi-channel bank with scale, diverse products. EverBank and WaFd Bank have announced plans to come together to create an even stronger organization. By combining our complementary strengths, capabilities and
expertise, we’ll be able to deliver more for clients, businesses and communities nationwide. Nationwide presence An expanded footprint serving consumer, business and commercial clients coast to coast. Transaction expected to close early
2027 Subject to regulatory approval, WaFd, Inc. shareholder approval and customary conditions. EverBank & WaFd Bank | Stronger Together 2
P A R T N E R P R O F I L E (212) (42) Florida FL Tampa Miami West Palm
Beach Jacksonville Naples Texas Dallas TX Austin Ft. Worth Strategically Located in High-Growth and Wealthy Markets CA ID NV NM CO WY UT AZ WA OR Seattle Olympia Portland Salem Boise Carson City San Francisco San
Jose Los Angeles Long Beach San Diego Phoenix Las Vegas Santa Fe Salt Lake City Mesa MT 254 total branches Who is WaFd Bank? Seattle-based regional bank founded in 1917, formerly known as Washington Federal Bank. Serves
consumer, business and commercial clients through a retail branch network across nine western states. A long history of relationship banking, community investment and financial strength — recognized as one of the most respected and deeply
rooted banks in the western U.S. EverBank & WaFd Bank | Stronger Together 2
T W O H I G H - P E R F O R M I N G B A N K S EverBank Metrics as of 06.30.26 $46.7B Assets $37.7B Deposits 35+ Financial
centers in CA, FL & NY 1998 Founded, with roots back to the 1960s WaFd Bank Metrics as of 06.30.26 $27.6B Assets $21.0B Deposits 200+ Financial centers in AZ, CA, ID, NV, NM, OR, TX, UT, WA 1917 Founded, publicly traded since
1982 By the numbers EverBank & WaFd Bank | Stronger Together 2
EverBank & WaFd Bank | Stronger Together 5 F U T U R E S T A T E Stronger together Over 250 Branches Combined franchise
is a $75B-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 of June 30, 2026; Market data as of September 4, 2026; Pro forma metrics are represented at close and fully-synergized where applicable $59B in Deposits $75B in Assets
T H E S T R A T E G I C R A T I O N A L E Long-term growth Advances EverBank's focus as a performance-driven national bank on
strategic, long-term growth. Complementary strengths Combined consumer and commercial capabilities deliver high-value products and services nationwide. Kindred cultures Two values-based organizations focused on caring for clients and
associates and investing in communities. Durable value New opportunities for nationwide growth, enhanced financial performance and long-term value. EverBank & WaFd Bank | Stronger Together 6 Why we're coming together
F O R O U R C L I E N T S Today No immediate changes to services, products or FDIC coverage Continue to access and use
accounts exactly as you do today EverBank continues to serve clients as it does now Commercial clients do not need to take any action Ahead Expanded product and service offerings for consumer and commercial clients nationwide Easier
in-person banking through a larger branch network Continued multi-channel digital access The same commitment to exceptional personal service EverBank & WaFd Bank | Stronger Together 6 It's business as usual today
Statement Regarding Forward-looking Information
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.
Important Other 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.