WaFd (WAFD) Proxy filing summary

Executive summary

• Proposed EverBank merger aims to address deposit competition, technology scale requirements and growth in nondepository financial institution lending.

• Combined assets would be ~3x current size; management cited a path to just under 15% return on tangible common equity at a 3% margin, supported by stronger asset margins and top-quartile efficiency.

• Expected closing remains on track for Q1 2027, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholder approval is required for the proposed transaction; regulatory applications were filed, and the proxy was expected to be filed within two weeks of the October 16, 2026 call.

• The definitive proxy is to be mailed to shareholders entitled to vote after filing with the SEC.

Risk oversight and compliance

• EverBank’s NBFI business is described as supported by controlled underwriting and ongoing controls and monitoring; the merger is intended to offset the parties’ CRE and NBFI loan concentrations.

• Management said the credit-mark assumptions remained unchanged from early September, while both sides took proactive steps to hedge interest-rate risk.

• Disclosed transaction risks include failure to obtain approvals or close on time, integration challenges, litigation, market and interest-rate changes, credit quality, and regulatory actions.