Announcement • 23h

EverBank Financial Corp entered into a definitive merger agreement to acquire WaFd, Inc. (NasdaqGS:WAFD) for $3.7 billion in a reverse merger transaction.

EverBank Financial Corp entered into a definitive merger agreement to acquire WaFd, Inc. (NasdaqGS:WAFD) for $3.7 billion in a reverse merger transaction on September 6, 2026. Under the terms of the agreement, EverBank Financial Corp will merge with and into WaFd, Inc., with WaFd, Inc. continuing as the resulting financial holding company. Existing shareholders of EverBank Financial Corp will receive common stock in WaFd, Inc. in exchange for their EverBank Financial Corp shares. Upon completion of the transaction, the EverBank Financial Corp investors, which include funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, along with TIAA, will collectively own approximately 59.2% of the pro forma combined company, with WaFd, Inc. ( WAFD ), shareholders owning approximately 40.8%. Upon completion of the merger, WaFd, Inc. will remain a publicly traded company and change its name to EverBank Financial Corp and trade on the Nasdaq Stock Exchange under the new ticker symbol EVBK. As a result, the transaction is expected to provide a catalyst for enhanced value creation for both companies' shareholders over the next few years. After the transaction is completed, the bank will be led by a highly experienced combined management team, with a strong track record of leading regional banks and executing successful acquisitions and integrations. Greg Seibly will serve as chief executive officer and Brent Beardall will be president. The board of directors of each of the combined bank and resulting holding company will each have 13 members, with seven seats representing legacy EverBank and six representing legacy WaFd Bank, including Greg Seibly and Brent Beardall. Robert Radway, who currently serves as EverBank Financial Corp's chairman, will serve as chairman of the combined bank and resulting holding company. The combined bank will also accelerate WaFd Bank's wealth management platform by leveraging EverBank's affluent client base to scale Registered Investment Advisor offerings and expanding valuable fee-income streams for the bank. A cash termination fee of $101,060,629 will be payable by WaFd to EverBank. Following closing, the combined company's board will consist of 13 directors, including seven EverBank directors and six WaFd directors. Robert Radway will serve as Chairman, Greg Seibly as Chief Executive Officer and director, and Brent Beardall as President and director of the combined company and its banking subsidiary. The transaction, which is expected to be completed in the first quarater of 2027 and be tax-free for both EverBank Financial Corp and WaFd, Inc. common shareholders, and is subject to regulatory approval, listing approval, and WaFd, Inc.'s shareholders' approval, and other customary closing conditions. EverBank shareholder approval has already been obtained by written consent. The merger agreement was unanimously approved by the Board of Directors of each of WaFd and EverBank. The transaction is expected to result in significantly improved profitability for the combined pro-forma company, with a return on tangible common equity of approximately 15% after full realization of expected cost synergies. For WaFd, Inc. ( WAFD ) shareholders, the expected 2027 EPS accretion is approximately 29%, with an earn-back period for tangible book value dilution of under two years. JPMorgan Chase & Co. acted as financial advisor for EverBank Financial Corp. Piper Sandler Companies acted as financial advisor for EverBank Financial Corp. Edward D. Herlihy, Mark F. Veblen, and Steven R. Green of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor for EverBank Financial Corp. Keefe, Bruyette & Woods, Inc. acted as financial advisor and fairness opinion provider for WaFd, Inc. Lee Meyerson, Ravi Purushotham, and Louis Argentieri of Simpson Thacher & Bartlett LLP acted as legal advisor for WaFd, Inc.

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