WaFd (WAFD) Proxy filing summary

Executive summary

• Announced a strategic merger between WaFd and EverBank, creating a $75 billion asset multichannel bank with national reach and enhanced digital capabilities.

• The merger is structured as a reverse merger, with WaFd as the legal acquirer and EverBank as the accounting acquirer; the combined entity will be renamed EverBank Financial Corp.

• The transaction is 100% stock-based, with EverBank shareholders owning 59.2% and WaFd shareholders 40.8% of the new company.

• The combined bank will be headquartered in Bellevue, WA (holding company) and Jacksonville, FL (bank), with a board comprising members from both legacy institutions.

• The merger is expected to close in Q1 2027, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders of WaFd must approve the merger; EverBank shareholders will receive shares in the new entity.

• Proxy materials and voting instructions will be distributed to shareholders, with additional information available in SEC filings.

Board of directors and corporate governance

• The new board will have 13 members: seven from EverBank and six from WaFd, including both CEOs.

• Robert Radway, current EverBank Chairman, will chair the new board.

• Key leadership roles have been defined, with further executive appointments to be announced.