WaFd, Inc. Announces Merger Agreement with EverBank Financial Corp

What Happened
WaFd, Inc. announced on September 6, 2026 that it entered into an Agreement and Plan of Merger with EverBank Financial Corp. Under the agreement, EverBank will merge into WaFd (with WaFd continuing as the surviving corporation and then changing its name to EverBank Financial Corp) and WaFd Bank will merge into EverBank, National Association (with EverBank, N.A. surviving). EverBank shareholders will receive WaFd common stock based on a fixed exchange ratio that results in former EverBank holders owning approximately 59.175% and former WaFd holders owning approximately 40.825% of the combined company on a fully diluted basis. EverBank shareholders already approved the merger by written consent; the transaction remains subject to WaFd shareholder approval, Nasdaq listing authorization, required regulatory approvals (Federal Reserve, OCC) and other customary closing conditions.

Key Details

• Exchange & sizing: EverBank holders ≈59.175% and WaFd holders ≈40.825% post-close; WaFd estimates ~107.7 million WaFd common shares will be issued on a fully diluted basis.
• Corporate structure: After closing, WaFd (surviving company) will change its name to EverBank Financial Corp; WaFd Bank will merge into EverBank, N.A., with EverBank, N.A. as the surviving bank.
• Timing & termination: Merger Agreement signed Sept 6, 2026; outside termination date is Sept 6, 2027. WaFd may owe a cash termination fee of $101,060,629 to EverBank in certain circumstances.
• Governance & executive arrangements: Board will have 13 directors (7 Legacy EverBank, 6 Legacy WaFd); Robert Radway named Chair, Greg Seibly CEO, Brent Beardall President. Brent Beardall’s employment agreement (effective on closing) provides a five‑year initial term, $1,116,625 base salary and a 100% target bonus; WaFd also agreed to lump-sum “continuity” payments of $5,025,000 to Beardall and $1,930,000 to COO Kim Robison payable within 60 days after closing (subject to continued employment).

Why It Matters
This is a transformational bank merger that materially changes ownership, management and governance of WaFd and combines the two banks under the EverBank name. The deal will dilute existing WaFd shareholders (WaFd holders become ~40.8% post-close on a fully diluted basis) and requires WaFd shareholder and key regulatory approvals before it can close. Investors should note the estimated share count issuance (~107.7M), potential one-time cash costs (continuity payments, termination fee), and the new leadership and board composition that will guide the combined company if the transaction is completed.