WaFd (WAFD) M&A announcement summary

Deal rationale and strategic fit

• The merger creates a $75 billion asset, multi-channel bank with national reach, combining complementary business models and platforms to enhance consumer and commercial capabilities, profitability, and growth potential.

• The partnership accelerates a shift toward commercial banking, diversifies lending and funding, and unlocks growth upside by pairing commercial lending with relationship banking.

• The combined entity will operate under three brands, leveraging core deposits, digital banking, and commercial real estate lending expertise for a balanced, resilient franchise.

• Limited geographic and business overlap mitigates execution risk and supports a compelling investment thesis.

• Experienced management teams with significant integration expertise and a strong track record will lead the combined organization.

Financial terms and conditions

• The transaction is a $3.9 billion reverse merger, with WaFd as the legal acquirer and EverBank as the accounting acquirer; EverBank shareholders receive WaFd common stock, and the combined company will be renamed EverBank Financial Corp (EVBK).

• WaFd will issue approximately 103.1 million shares (107.7 million including options), resulting in 177.1 million basic and 182.0 million diluted pro forma shares.

• Ownership will be split 59.2% EverBank and 40.8% WaFd shareholders.

• The deal is 100% stock, expected to be tax-free for shareholders, and subject to shareholder and regulatory approval, with closing anticipated in early 2027.

• Pro forma tangible book value per share at close is $29.24, with $523 million goodwill created and 8.6% TBV dilution.

Synergies and expected cost savings

• $135 million in annualized pre-tax cost synergies are expected (~11% of combined expenses), with 40% realized in the first year and full realization by the second year post-closing.

• Cost savings will come from reduced compensation, technology, occupancy, and G&A expenses.

• No revenue synergies are modeled, but significant cross-sell opportunities in wealth management and insurance are identified.

• Enhanced funding stability through a diversified deposit base and expanded network of over 250 financial centers.

• Projected return on tangible common equity is about 15% after full synergy realization.