WaFd (WAFD) Proxy filing summary

Executive summary

• EverBank and WaFd are merging in a reverse merger, creating the 7th largest Midcap Bank in the U.S. with $75 billion in assets.

• EverBank will be the accounting acquiror, while WaFd, Inc. remains the legal acquiror and will be renamed EverBank Financial Corp, trading under EVBK.

• The merger is expected to close in early 2027, pending shareholder and regulatory approvals.

• The combined bank will operate 250 financial centers nationwide, with a multi-channel strategy leveraging both regional and digital banking strengths.

• The headquarters of the holding company will be in Bellevue, WA, while the bank remains chartered in Jacksonville, FL.

Voting matters and shareholder proposals

• The merger requires approval from WaFd shareholders, the Federal Reserve, and the OCC.

• WaFd will file a proxy statement with the SEC and mail it to shareholders for voting on the proposed transaction.

Board of directors and corporate governance

• The combined board will have 13 members: 7 from EverBank (including CEO Greg Seibly) and 6 from WaFd (including President Brent Beardall).

• The board will guide the combined entity, continuing governance practices established since 1982.