SEC收录WaFd与EverBank合并相关文件：拟发行约1.073亿股，交易待股东及监管批准

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

DATED OCTOBER 22, 2026

425 Pike Street

Seattle, Washington 98101

Dear WaFd, Inc. Shareholders:

On behalf of the Board of Directors of WaFd, Inc. (“WaFd,” “we,” “us” or “our”), we are pleased to enclose the accompanying proxy statement relating to the proposed merger of EverBank Financial Corp (“EverBank”) with and into WaFd. We are requesting that you take certain actions as a holder of shares of common stock of WaFd, par value $1.00 per share (“WaFd common stock”), as further described herein.

On September 6, 2026, WaFd and EverBank entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), pursuant to which EverBank will merge with and into WaFd (the “merger”), with WaFd continuing as the surviving corporation in the merger and electing to be treated as a financial holding company (the “surviving corporation”). Immediately following the merger, the surviving corporation will change its name to EverBank Financial Corp and WaFd’s wholly owned bank subsidiary, WaFd Bank, a Washington state-chartered bank, will merge with and into EverBank’s wholly owned bank subsidiary, EverBank, National Association, a national banking association (the “bank merger”), with EverBank, National Association continuing as the surviving bank in the bank merger (the “surviving bank”).

In the merger, each share of EverBank common stock outstanding immediately prior to the merger effective time, other than certain shares as set forth in the merger agreement, will be converted into the right to receive a number of shares of WaFd common stock equal to the exchange ratio (such shares, the “merger consideration”). The exchange ratio will be determined in accordance with the merger agreement such that immediately following the merger, the former holders of EverBank common stock and EverBank equity awards will hold approximately 59.175%, and the holders of WaFd common stock and WaFd equity awards (that are vested or will vest in the merger) will hold approximately 40.825%, of the total issued and outstanding shares of WaFd common stock on a fully diluted basis. These ownership percentages are fixed and will not be adjusted for any reason, including any change in the trading price of WaFd common stock. As of the date of this proxy statement, WaFd estimates that approximately 107.3 million shares of WaFd common stock, on a fully diluted basis, will be issued at the closing of the merger. EverBank shareholders will receive cash in lieu of any fractional shares of WaFd common stock issuable as a result of the merger.

In addition, at the merger effective time each of the 675,000 outstanding shares of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of EverBank, each having a liquidation preference of $1,000 per share and bearing dividends at a fixed rate of 6.50% per annum, will be automatically converted into the right to receive one share of a newly created series of preferred stock, par value $1.00 per share, of WaFd having substantially equivalent terms as provided for in the merger agreement. Each share of WaFd common stock and each share of WaFd’s 4.875% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, will remain issued and outstanding and will not be affected by the merger.

In connection with the merger, you are cordially invited to a special meeting of shareholders of WaFd (the “special meeting”), which will be held virtually via the internet. At the special meeting, WaFd shareholders will be asked to consider and vote upon (a) a proposal to approve the issuance of the shares of WaFd common stock pursuant to the merger agreement (the “stock issuance” and such proposal, the “stock issuance proposal”), (b) a proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid or become payable to WaFd’s named executive officers in connection with the merger (the “compensation proposal”) and (c) a proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the stock issuance proposal (the “adjournment proposal”).

On September 5, 2026, the Board of Directors of WaFd (the “WaFd board”) unanimously (a) determined that the merger agreement, the shareholders agreement with certain shareholders of EverBank and the transactions and

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agreements contemplated therein (including the related amendment to WaFd’s bylaws) are advisable and in the best interests of WaFd and its shareholders, (b) approved the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein and approved the amendment to WaFd’s bylaws and (c) recommended that WaFd’s shareholders approve the issuance of shares of WaFd common stock contemplated by the merger agreement.

For more information concerning the special meeting, the merger agreement and the transactions contemplated thereby, including the merger and the stock issuance, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement. In particular, see the section entitled “Risk Factors.”

The WaFd board unanimously recommends a vote “FOR” the stock issuance proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Your vote is important. We cannot complete the merger unless the stock issuance proposal is approved by the holders of WaFd common stock. Whether or not you plan to attend the special meeting and regardless of the number of shares of WaFd common stock you own, your careful consideration and vote on the proposals to be presented at the special meeting are important, and we encourage you to vote promptly. The failure to vote will have no effect on the approval of the stock issuance proposal (assuming a quorum is present), the compensation proposal (assuming a quorum is present) or the adjournment proposal.

After reading the accompanying proxy statement, please make sure to vote your shares of WaFd common stock promptly (a) by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope, (b) by telephone or (c) through the internet by following the instructions on the accompanying proxy card. Instructions regarding all three methods of voting are provided on the proxy card. If you hold shares of WaFd common stock through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from your bank, broker, trust or other nominee to vote your shares.

Your support of and interest in WaFd is sincerely appreciated. We look forward to the successful combination of WaFd and EverBank.

Brent J. Beardall

President and Chief Executive Officer

WaFd, Inc.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described herein, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The shares of WaFd common stock to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or by any other U.S. federal or state governmental agency.

The accompanying proxy statement is dated [•], 2026 and is first being mailed to WaFd shareholders on or about [•], 2026.

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

DATED OCTOBER 22, 2026

WaFd, Inc.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on [•], 2026

Dear WaFd, Inc. Shareholders:

A special meeting of shareholders (the “special meeting”) of WaFd, Inc., a Washington corporation (“WaFd,” “we,” “us” or “our”), will be held virtually on [•], 2026, at [•] a.m. Pacific Time. To attend the special meeting online, please visit https://www.virtualshareholdermeeting.com/WAFD2026SM.

At the special meeting, you will be asked to consider and vote on the following proposals:

The proposals are described in the accompanying proxy statement. The Board of Directors of WaFd (the “WaFd board”) has fixed the close of business on [•], 2026 as the record date for the special meeting. Only holders of record of WaFd common stock as of the close of business on the record date for the special meeting are entitled to notice of and to vote at the special meeting or any adjournment or postponement thereof. WaFd will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

On September 5, 2026, the WaFd board unanimously approved the Agreement and Plan of Merger, dated September 6, 2026, by and between WaFd and EverBank Financial Corp (as amended from time to time, the “merger agreement”), the shareholders agreement with certain shareholders of EverBank Financial Corp and the transactions and agreements contemplated therein, including the merger of EverBank Financial Corp with and into WaFd (the “merger”), the stock issuance and the related amendment to WaFd’s bylaws, and unanimously recommends that you vote “FOR” the stock issuance proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Your vote is important, regardless of the number of shares you own. We cannot complete the transactions contemplated by the merger agreement, including the merger, unless the holders of WaFd common stock approve the stock issuance proposal.

The stock issuance proposal and the compensation proposal each require, assuming a quorum is present, the affirmative vote of the holders of a majority of the votes cast by WaFd shareholders at the special meeting. Whether or not a quorum is present, the adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast by WaFd shareholders at the special meeting.

Each copy of the proxy statement mailed to WaFd shareholders is accompanied by a form of proxy card with instructions for voting. Whether or not you plan to attend the special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trust or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trust or other nominee.

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The proxy statement of which this notice is a part provides a detailed description of the merger agreement, the transactions contemplated thereby, including the merger, and the other matters to be considered at the special meeting. A summary of the merger agreement is included in the proxy statement in the sections entitled “The Merger” and “The Merger Agreement,” and a copy of the merger agreement is attached as Annex A to the proxy statement, each of which is incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this proxy statement (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

If you fail to return your proxy, vote by telephone or through the internet or attend the special meeting virtually, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, but will have no effect on the approval of the stock issuance proposal (assuming a quorum is present), the compensation proposal (assuming a quorum is present) or the adjournment proposal.

If you have any questions about the merger, the special meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card, please write to Cathy Cooper, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101.

By Order of the WaFd Board of Directors,

Brent J. Beardall

President and Chief Executive Officer

WaFd, Inc.

[•], 2026

Seattle, Washington

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SUMMARY

This summary highlights certain information in this proxy statement but may not contain all of the information that may be important to you. You should carefully read the entire proxy statement and the attached Annexes and the other documents to which this proxy statement refers for a more complete understanding of the matters being considered at the special meeting of shareholders of WaFd, Inc. (“WaFd”) described in this proxy statement (the “special meeting”). In addition, this proxy statement incorporates by reference important business and financial information about WaFd. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information.”

The Parties (see page 45)

WaFd, Inc.

WaFd is a Washington corporation and the registered bank holding company for WaFd Bank, a federally insured Washington state-chartered commercial bank. WaFd Bank was founded on April 24, 1917 in Ballard, Washington, and is engaged primarily in providing lending, depository, insurance and other banking services to consumers, mid-sized to large businesses, and owners and developers of commercial real estate. WaFd was formed as WaFd Bank’s holding company in November 1994 and is headquartered in Seattle, Washington.

WaFd’s principal executive offices are located at 425 Pike Street, Seattle, Washington 98101 and its telephone number is (206) 624-7930. WaFd’s common stock, par value $1.00 per share (“WaFd common stock”), is listed on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “WAFD.”

For additional information about WaFd and its subsidiaries, see the documents incorporated by reference in this proxy statement in the section entitled “Where You Can Find More Information.”

EverBank Financial Corp

EverBank Financial Corp, a Delaware corporation (“EverBank”), is a bank holding company that has elected to be treated as a financial holding company and conducts its banking operations through its wholly owned subsidiary EverBank, National Association, a diversified national bank headquartered in Jacksonville, Florida. EverBank serves more than 400,000 customer accounts and distributes its banking products and services through an online banking platform, 39 full-service financial centers in California, Florida and New York and a strategic relationship with Teachers Insurance and Annuity Association of America (“TIAA”) for deposit sweep and bank referral arrangements.

EverBank’s principal executive offices are located at 301 West Bay Street, Jacksonville, Florida 32202 and its telephone number is (904) 623-8323. EverBank is not a publicly traded company, and shares of its Class A common stock, par value $0.01 per share, Class B common stock, par value $0.01 per share (together, “EverBank common stock”) and its Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (“EverBank preferred stock”), are held by private investors, including funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, along with TIAA.

For additional information about EverBank, see the sections entitled “Description of EverBank’s Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EverBank” and “Consolidated Financial Statements and Supplemental Schedules of EverBank Financial Corp.” For a discussion of the risks relating to EverBank’s business, see the section entitled “Risk Factors—Risks Relating to EverBank.”

The Merger (see page 53)

The terms and conditions of the merger of EverBank with and into WaFd (the “merger”) are contained in the Agreement and Plan of Merger, dated September 6, 2026, by and between WaFd and EverBank (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to this proxy statement. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger. Subject to the terms and conditions of the merger agreement, at the completion of the merger, EverBank will merge with and into WaFd, with WaFd continuing as the surviving corporation and electing to be treated as a financial holding company (the “surviving corporation”). Immediately following the merger, the surviving corporation will change its name to EverBank Financial Corp and WaFd’s wholly owned bank subsidiary, WaFd Bank, a Washington state-chartered bank, will merge with and into EverBank’s wholly owned bank subsidiary, EverBank, National Association, a national banking association (the “bank merger”), with EverBank, National Association continuing as the surviving bank (the “surviving bank”).

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If the merger is completed, each share of EverBank common stock issued and outstanding immediately prior to the effective time of the merger (the “merger effective time”), other than certain shares as set forth in the merger agreement, will be converted into the right to receive a number of shares of WaFd common stock equal to an exchange ratio determined as described below (the “exchange ratio,” and such shares, the “merger consideration”). The exchange ratio will be determined in accordance with the merger agreement such that immediately following the merger:

These ownership percentages are fixed and will not be adjusted for any reason, including any change in the trading price of WaFd common stock. As of the date of this proxy statement, WaFd estimates that approximately 107.3 million shares of WaFd common stock, on a fully diluted basis, will be issued at the closing of the merger (the “closing,” and the date on which the closing occurs, the “closing date”).

WaFd will not issue any fractional shares of WaFd common stock in the merger, and holders of EverBank common stock who would otherwise be entitled to a fraction of a share of WaFd common stock will instead receive an amount in cash, without interest, determined by multiplying the fraction of a share such holder would otherwise be entitled to receive by the volume-weighted average price of the WaFd common stock on Nasdaq for the ten consecutive full trading days ending on and including the first trading day immediately preceding the closing date (the “WaFd share closing price”).

In addition, at the merger effective time each of the 675,000 outstanding shares of EverBank preferred stock, each having a liquidation preference of $1,000 per share and bearing dividends at a fixed rate of 6.50% per annum, will be automatically converted into the right to receive one share of a newly created series of preferred stock, par value $1.00 per share, of WaFd having substantially equivalent terms as provided for in the merger agreement (the “WaFd rollover preferred stock”). Holders of WaFd common stock will not receive any consideration in the merger, and each share of WaFd common stock and each share of WaFd’s 4.875% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (the “existing WaFd preferred stock”), will remain issued and outstanding and will not be affected by the merger.

For additional information regarding the merger consideration, see the section entitled “The Merger Agreement—Merger Consideration.” For a copy of the merger agreement, see Annex A.

Certain Effects of the Merger (see page 76)

If the merger is completed, the former holders of EverBank common stock and EverBank equity awards will hold approximately 59.175%, and the holders of WaFd common stock and WaFd equity awards (that are vested or will vest in the merger) will hold approximately 40.825%, of the total issued and outstanding shares of WaFd common stock on a fully diluted basis immediately following the merger. For additional information, see the section entitled “The Merger—Certain Effects of the Merger.”

Consequences if the Merger is Not Completed (see page 78)

If the approval by WaFd shareholders of the issuance of shares of WaFd common stock pursuant to the merger agreement (the “WaFd shareholder approval”) is not received, or if the merger is not completed for any other reason, then the merger agreement may be terminated. In the event of a termination, the merger agreement will be void and have no effect, and none of WaFd, EverBank, any of their respective subsidiaries or any of the officers or directors of any of them will have any liability of any nature whatsoever under the merger agreement or in connection with the transactions contemplated thereby, except that:

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For additional information, see the section entitled “The Merger—Consequences if the Merger is Not Completed.”

The Special Meeting (see page 46)

The special meeting will be held virtually on [•], 2026, at [•] a.m. Pacific Time. To attend the special meeting online, please visit https://www.virtualshareholdermeeting.com/WAFD2026SM. At the special meeting, you will be asked to consider and vote upon (a) a proposal to approve the issuance of shares of WaFd common stock pursuant to the merger agreement (the “stock issuance” and such proposal, the “stock issuance proposal”), (b) a proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid or become payable to WaFd’s named executive officers in connection with the merger (the “compensation proposal”) and (c) a proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the stock issuance proposal (the “adjournment proposal”).

Only holders of record of WaFd common stock as of the close of business on [•], 2026 (the “record date”) are entitled to notice of and to vote at the special meeting. You will be entitled to one vote on each of the proposals presented in this proxy statement for each share of WaFd common stock that you held as of the close of business on the record date.

The presence at the special meeting, virtually or by proxy, of the holders of shares of the outstanding WaFd common stock representing a majority of the voting power of all outstanding shares of WaFd common stock entitled to vote at the special meeting constitutes a quorum. As of the record date, there were [•] shares of WaFd common stock outstanding. The approval of the stock issuance proposal by WaFd shareholders is a condition to the completion of the merger.

The stock issuance proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the stock issuance proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the stock issuance proposal.

The compensation proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the compensation proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the compensation proposal. Because the vote on the compensation proposal is advisory only, it will not be binding on WaFd, EverBank or the boards of directors or compensation committees of either company, and approval of the compensation proposal is not a condition to the completion of the merger.

Whether or not a quorum is present, the adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the adjournment proposal. A failure to vote or otherwise be present at the special meeting will have no effect on the adjournment proposal.

For additional information, see the section entitled “The Special Meeting.”

How to Vote (see page 48)

Shareholders of record have a choice of voting by:

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The telephone and internet voting facilities for shareholders of record will close at 11:59 p.m. Eastern Time (i.e., 8:59 p.m. Pacific Time) on the day immediately preceding the date of the special meeting. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the special meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the special meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership.

To participate in the virtual special meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. If your shares are held in street name, you should have received the control number from your bank, broker, trust or other nominee. Without the 16-digit control number, you will be able to listen to the meeting only—you will not be able to vote or submit questions during the meeting.

For additional information regarding the procedure for voting, see the section entitled “The Special Meeting—How to Vote.”

Reasons for the Merger; Recommendations of the Board of Directors (see page 57)

After careful consideration, on September 5, 2026, the Board of Directors of WaFd (the “WaFd board”) unanimously (a) determined that the merger agreement, the shareholders agreement with certain shareholders of EverBank and the transactions and agreements contemplated therein (including the related amendment to WaFd’s bylaws) are advisable and in the best interests of WaFd and its shareholders, (b) approved the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein and approved the amendment to WaFd’s bylaws and (c) recommended that WaFd’s shareholders approve the issuance of shares of WaFd common stock contemplated by the merger agreement.

The WaFd board unanimously recommends that you vote “FOR” the stock issuance proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

For a discussion of the material factors considered by the WaFd board in reaching its conclusions, see the section entitled “The Merger—WaFd’s Reasons for the Merger; Recommendations of the WaFd Board of Directors.”

Opinion of WaFd’s Financial Advisor (see page 62)

In connection with the merger, WaFd’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated September 5, 2026, to the WaFd board as to the fairness, from a financial point of view and as of the date of KBW’s opinion, to WaFd of the exchange ratio in the merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex C to this proxy statement. The opinion was for the information of, and was directed to, the WaFd board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of WaFd to engage in the merger or enter into the merger agreement or constitute a recommendation to the WaFd board in connection with the merger, and it does not constitute a recommendation to any holder of WaFd common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter.

Regulatory Approvals (see page 78)

The completion of the merger is subject to the receipt of all regulatory authorizations, consents, orders, approvals or waivers of prior approval from (or notices to) the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the Office of the Comptroller of the Currency (the “OCC”) and the State of Washington, and the expiration of all statutory waiting periods in respect thereof (collectively, the “requisite regulatory approvals”). Subject to the terms of the merger agreement, WaFd and EverBank have agreed to cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to

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consummate the merger and the bank merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations. As of the date of this proxy statement, WaFd and EverBank have submitted applications and notifications to obtain the requisite regulatory approvals. Additional notifications and/or applications may be submitted to various other federal, state and non-U.S. regulatory authorities and self-regulatory organizations, including the Texas Department of Insurance.

Neither WaFd nor EverBank is required to, and neither may (without the written consent of the other), take any action, commit to take any action, or agree to any condition or restriction, in order to resolve any objections to the transactions contemplated by the merger agreement or in connection with obtaining any permits, consents, approvals and authorizations of governmental entities that would, either individually or in the aggregate, reasonably be likely to have a material adverse effect (as defined in the section entitled “The Merger Agreement—Material Adverse Effect”) on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger (a “materially burdensome regulatory condition”). At any time before or after the closing date, regulatory authorities could take action as deemed necessary or desirable in the public interest, including without limitation seeking to enjoin the completion of the merger or to permit its completion only subject to regulatory concessions or conditions.

For additional information, see the sections entitled “The Merger—Regulatory Approvals” and “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Merger.”

Conditions to the Merger (see page 95)

The obligations of each of WaFd and EverBank to complete the merger are subject to satisfaction of various conditions, including:

The requisite EverBank shareholder approval was obtained by written consent delivered immediately following the execution and delivery of the merger agreement, and no further approval by EverBank’s shareholders in connection with the merger is required.

For additional information, see the section entitled “The Merger Agreement—Conditions to the Merger.”

Termination of the Merger Agreement (see page 97)

The merger agreement may be terminated at any time prior to the merger effective time:

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entity having competent jurisdiction has issued a final and nonappealable order restraining, enjoining or otherwise prohibiting the merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe the obligations, covenants and agreements of such party set forth therein;

For additional information, see the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

Termination Fee (see page 98)

WaFd is required to pay EverBank a termination fee of $101,060,629 in either of the following circumstances:

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The termination fee constitutes liquidated damages and not a penalty and, except in the case of fraud or a willful breach, is EverBank’s sole monetary remedy in the event of a termination of the merger agreement in the circumstances described above. In no event will WaFd be obligated to pay the termination fee on more than one occasion. If WaFd fails to promptly pay the termination fee when due and EverBank commences a suit that results in a judgment against WaFd, WaFd must also pay EverBank’s costs and expenses in connection with such suit, together with interest on the overdue amount.

For additional information, see the section entitled “The Merger Agreement—Termination Fee.”

Shareholders Agreement (see page 100)

In connection with the execution of the merger agreement, WaFd entered into a shareholders agreement (the “shareholders agreement”) with certain shareholders of EverBank, including funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, as well as TIAA (each a “major investor”). The shareholders agreement will become effective at the closing. Under the shareholders agreement, until the fourth anniversary of the closing, subject to satisfying certain WaFd share ownership requirements, each of funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners and Sixth Street, as well as TIAA, will have the right to nominate one director to the Board of Directors of the surviving corporation.

For the first major investor (other than funds managed by Bayview Asset Management) that fails to satisfy the ownership requirements, the director nominated by such major investor will resign and, until the fourth anniversary of the closing, funds managed by Bayview Asset Management will have the right to nominate one director to the Board of Directors of the surviving corporation, subject to Bayview Asset Management satisfying the applicable ownership requirements. With respect to any subsequent major investors that fail to satisfy the ownership requirements, any replacement director prior to the fourth anniversary of the closing will be an independent director not affiliated or associated with any major investor selected by the applicable remaining legacy EverBank directors. In addition, each major investor has committed to WaFd that, until the fourth anniversary of the closing, at any shareholder meeting for the election of directors of the surviving corporation, it will vote its shares of WaFd common stock for the election of any legacy WaFd director nominated for election by the Board of Directors in accordance with the amendment to the bylaws of the surviving corporation contemplated by the merger agreement (the “bylaws amendment”), subject to ownership thresholds and certain exceptions as set forth in the shareholders agreement.

The shareholders agreement provides for certain post-closing transfer restrictions on shares of WaFd common stock received by EverBank shareholders in the merger. Specifically, 10% of such shares will be released from transfer restrictions 30 days following the closing, an additional 10% will be released 90 days following the closing, an additional 40% will be released 180 days following the closing, and the remaining 40% will be released 12 months following the closing. The shareholders agreement will also provide certain EverBank shareholders with certain shelf, demand and piggyback registration rights, including that, if not previously filed, WaFd will file a shelf registration statement to cover the resale of the shares of WaFd common stock and WaFd rollover preferred stock received by EverBank shareholders in the merger.

For additional information, see the section entitled “The Shareholders Agreement.” For a copy of the shareholders agreement, see Annex B.

Board of Directors and Other Governance Matters Following the Merger (see page 76)

The merger agreement, the bylaws amendment and the shareholders agreement provide for certain governance matters relating to the combined company.

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For additional information, see the sections entitled “The Merger—Board of Directors Following the Merger” and “The Shareholders Agreement.”

Material U.S. Federal Income Tax Consequences of the Merger

The parties intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Holders of WaFd common stock or existing WaFd preferred stock will not recognize any gain or loss for U.S. federal income tax purposes as a result of the merger or the stock issuance with respect to their WaFd common stock or existing WaFd preferred stock (as applicable). Such holders will not receive any consideration in the merger with respect to such WaFd common stock or existing WaFd preferred stock, and each share of such WaFd common stock and existing WaFd preferred stock will remain issued and outstanding and will not be affected by the merger.

Interests of WaFd’s Directors and Executive Officers in the Merger (see page 71)

WaFd shareholders should be aware that WaFd directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of WaFd shareholders generally. These interests and arrangements include (a) the accelerated vesting of certain WaFd equity awards in connection with the closing, (b) an employment agreement entered into by Brent J. Beardall with WaFd and WaFd Bank that becomes effective at the closing and supersedes his existing change of control agreement, (c) an equity-based award that the WaFd board may approve for Mr. Beardall with an estimated grant value of $3.3 million, (d) letter agreements

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providing for lump sum cash continuity payments of $5,025,000 to Mr. Beardall and $1,930,000 to Kim E. Robison, in each case, payable within 60 days following the closing, (e) severance payments and benefits that may become payable to certain WaFd executive officers in connection with a termination of employment without cause or for good reason within the three-year period following the closing, (f) the designation of Mr. Beardall as a director and President of the surviving corporation, and (g) rights to ongoing indemnification and insurance coverage. The WaFd board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, the shareholders agreement and the bylaws amendment and in recommending that WaFd shareholders vote to approve the stock issuance proposal, the compensation proposal and the adjournment proposal. Certain of the compensation described in this section is the subject of the compensation proposal.

For additional information, see the section entitled “The Merger—Interests of WaFd’s Directors and Executive Officers in the Merger.”

Accounting Treatment (see page 80)

EverBank has been designated as the accounting acquirer in the merger. Accordingly, the merger will be accounted for as a reverse acquisition under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under the acquisition method of accounting, the assets and liabilities of WaFd will be recorded at their respective fair values at the date the merger is completed and added to those of EverBank.

For additional information, see the section entitled “Unaudited Pro Forma Combined Financial Statements.”

Risk Factors (see page 21)

You should consider carefully all the risk factors together with all of the other information included in this proxy statement before deciding your vote on the proposals. Some of these risks include, but are not limited to, those described in the section entitled “Risk Factors.” Please carefully read this proxy statement, the documents incorporated by reference herein and any documents to which you are referred.

For additional information, see the sections entitled “Risk Factors” and “Where You Can Find More Information.”

Additional Information (see page 186)

You can find more information about WaFd in the periodic reports and other information WaFd files with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov. For additional information, see the section entitled “Where You Can Find More Information.”

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting and the matters that are the subject of the special meeting. We urge you to read carefully the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the merger or the special meeting. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information.”

The merger agreement is attached to this proxy statement as Annex A. For a more complete discussion of the merger, its effects and the other transactions contemplated by the merger agreement, see the sections entitled “The Merger” and “The Merger Agreement.”

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Rule 5635(a) of the Nasdaq rules requires shareholder approval with respect to issuances of common stock, among other instances, when the shares to be issued are being issued in connection with the acquisition of the stock or assets of another company and are equal to 20% or more of the outstanding shares of common stock before the issuance. Rule 5635(b) of the Nasdaq rules also requires shareholder approval when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock or voting power of an issuer could constitute a change of control.

As of the date of this proxy statement, WaFd expects to issue approximately 107.3 million shares of WaFd common stock in the stock issuance, which will represent greater than 20% of its outstanding shares of WaFd common stock and outstanding voting power.

Accordingly, WaFd is seeking shareholder approval for the stock issuance for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635.

The approval by WaFd shareholders of the stock issuance is a condition to the completion of the merger. If the stock issuance proposal is not approved, either WaFd or EverBank may terminate the merger agreement and the merger cannot be completed, which may have an adverse effect on our business and financial condition. Under certain circumstances, if the merger is not completed, we may be obligated to pay EverBank a termination fee of $101,060,629.

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adjournment proposal. WaFd currently expects that WaFd’s directors and executive officers will vote their shares in favor of the stock issuance proposal, the compensation proposal and the adjournment proposal, although none of them has entered into any agreements obligating them to do so. As of the record date, WaFd’s directors and executive officers and their affiliates owned and were entitled to vote approximately [•] shares of WaFd common stock, representing approximately [•]% of the shares of WaFd common stock outstanding on the record date.

The compensation proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the compensation proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the compensation proposal.

Whether or not a quorum is present, the adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the adjournment proposal. A failure to vote or otherwise be present at the special meeting will have no effect on the adjournment proposal.

The WaFd board unanimously recommends that you vote “FOR” the stock issuance proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

For a discussion of the material factors considered by the WaFd board in reaching its conclusions, see the section entitled “The Merger—WaFd’s Reasons for the Merger; Recommendations of the WaFd Board of Directors.”

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EVEN IF YOU INTEND TO ATTEND THE SPECIAL MEETING VIRTUALLY, THE WAFD BOARD STRONGLY ENCOURAGES YOU TO VOTE IN ADVANCE BY MAIL, TELEPHONE OR THROUGH THE INTERNET TO ENSURE YOUR SHARES OF WAFD COMMON STOCK ARE REPRESENTED AT THE SPECIAL MEETING.

If you are a WaFd shareholder as of the close of business on the record date and you vote by mail, by telephone, through the internet or virtually at the special meeting, you will be considered part of the quorum. If you are a “street name” holder of shares of WaFd common stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of WaFd common stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.

All shares of WaFd common stock held by shareholders that attend the special meeting virtually, or are represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such shareholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

If you are submitting your proxy by telephone or through the internet, your voting instructions must be received by 11:59 p.m. Eastern Time (i.e., 8:59 p.m. Pacific Time) on the day immediately preceding the date of the special meeting.

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Submitting your proxy by mail, by telephone or through the internet will not prevent you from attending the special meeting virtually. You are encouraged to submit a proxy by mail, by telephone or through the internet even if you plan to attend the special meeting virtually to ensure that your shares of WaFd common stock are represented at the special meeting.

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“Street name” holders of shares of WaFd common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies. If you have instructed a bank, broker, trust or other nominee to vote your shares of WaFd common stock, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote.

All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

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EverBank directors and six legacy WaFd directors. At the closing, the seven legacy EverBank directors will be designated by EverBank in accordance with the shareholders agreement and will include Robert Radway and Greg Seibly, and the six legacy WaFd directors will be designated by WaFd and will include Brent Beardall and five other independent directors. As of the merger effective time, Robert Radway will serve as Chairman of the Board of Directors, Greg Seibly will serve as Chief Executive Officer and a director, and Brent Beardall will serve as President and a director, in each case of the surviving corporation and the surviving bank.

The shareholders agreement will provide that, until the fourth anniversary of the closing, for so long as a major investor beneficially owns at least 3% of the shares of WaFd common stock outstanding immediately following the merger, each of funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners and Sixth Street, as well as TIAA, will have the right to nominate one director to the WaFd board, in each case subject to certain qualification requirements for such directors. For the first major investor that fails to satisfy that ownership requirement, the investor director nominated by that major investor will resign and, until the fourth anniversary of the closing, funds managed by Bayview Asset Management will have the right to nominate one director to the WaFd board, subject to Bayview Asset Management satisfying the same ownership requirement. In addition, each major investor has committed to WaFd that, until the fourth anniversary of the closing, at any meeting of shareholders for the election of directors, it will vote its shares of WaFd common stock for the election of any legacy WaFd director nominated for election by the WaFd board, subject to ownership thresholds and certain exceptions as set forth in the shareholders agreement. For additional information, see the section entitled “The Shareholders Agreement.”

The requisite EverBank shareholder approval was obtained by written consent delivered immediately following the execution and delivery of the merger agreement, and no further approval by EverBank’s shareholders in connection with the merger is required.

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We expect that our management will operate our business in a manner similar to that in which it is being operated today and that holders of shares of WaFd common stock will continue to be subject to the same risks and opportunities to which they are currently subject with respect to their ownership of WaFd common stock, in addition to any described in the section entitled “Risk Factors.”

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For more information, see the section entitled “The Merger Agreement—Treatment of WaFd Equity Awards.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information in this proxy statement constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which WaFd and EverBank operate and beliefs of and assumptions made by WaFd management and EverBank management, involve uncertainties that could significantly affect the financial condition, results of operations, business plans and the future performance of WaFd, EverBank or the combined company. Words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “model,” “objective,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Such forward-looking statements include, but are not limited to, statements about the strategic rationale and financial benefits of the merger, including expected future financial and operating results, cost savings and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in any forward-looking statements are based on reasonable assumptions, actual results and developments may be materially different from expectations. The following factors, among others, could cause actual results to differ materially from these forward-looking statements:

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The foregoing list of factors should not be construed as exhaustive. WaFd can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The statements made in this proxy statement are current as of the date of this proxy statement only. WaFd undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” WaFd shareholders should carefully consider the following risks relating to the merger and the combined company before deciding how to vote with respect to the stock issuance proposal, the compensation proposal and the adjournment proposal to be considered and voted on at the special meeting. You should also read and consider the risks associated with each of the businesses of WaFd and EverBank because these risks will also affect the combined company. The risks associated with the business of WaFd can be found in WaFd’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 under the heading “Risk Factors” and may be updated or supplemented in WaFd’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Such risk factors are incorporated by reference into this proxy statement. Risks associated with the business of EverBank can be found below in the section entitled “Risks Relating to EverBank.” WaFd shareholders are also urged to carefully consider all of the information included or incorporated by reference in this proxy statement, which is listed in the section entitled “Where You Can Find More Information.”

Risks Relating to the Merger

WaFd’s ability to complete the merger is subject to various closing conditions, including approval of the stock issuance by WaFd shareholders and regulatory approvals, which may impose conditions that could adversely affect WaFd or cause the merger not to be completed.

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, (a) the receipt of the WaFd shareholder approval, (b) the WaFd common stock to be issued as merger consideration having been authorized for listing on Nasdaq, subject to official notice of issuance, (c) the requisite regulatory approvals having been obtained and the expiration of all statutory waiting periods in respect thereof, (d) no such requisite regulatory approval having resulted in the imposition of a materially burdensome regulatory condition, (e) the absence of any injunction, order, decree or law preventing, prohibiting or making illegal the consummation of the merger, (f) with respect to each party, (i) the accuracy of the other party’s representations and warranties, subject to specified materiality qualifications, and (ii) compliance by the other party with its obligations, covenants and agreements required to be performed by it under the merger agreement in all material respects, and the receipt by each party of a certificate signed on behalf of the other party by the chief executive officer or the chief financial officer to such effect, and (g) the receipt by each party of an opinion of tax counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

No assurance can be given that the WaFd shareholder approval and regulatory approvals will be obtained or that the other required conditions to closing will be satisfied. Even if regulatory approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals, including whether any required conditions will materially adversely affect the combined company following closing. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that WaFd and EverBank expect to achieve if the merger is successfully completed within its expected time frame. WaFd can provide no assurance that these conditions will not result in the abandonment or delay of the merger. The occurrence of any of these events individually or in combination could have a material adverse effect on WaFd’s results of operations and the trading price of WaFd common stock.

The termination of the merger agreement could negatively impact WaFd’s business or result in WaFd having to pay a termination fee.

If the merger is not completed by the termination date, either WaFd or EverBank may choose not to proceed with the merger by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after the WaFd shareholder approval is received. In addition, WaFd and EverBank may elect to terminate the merger agreement in certain other circumstances as further detailed in the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

If the merger is not completed for any reason, including as a result of a failure to obtain the WaFd shareholder approval, WaFd’s ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the merger, WaFd would be subject to a number of risks, including the following:

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WaFd may also be required to pay EverBank a termination fee of $101,060,629 if the merger agreement is terminated by (a) EverBank, prior to the receipt of the WaFd shareholder approval, because the WaFd board has made an adverse recommendation change or because WaFd has materially breached its obligations relating to the proxy statement, the special meeting, the WaFd board recommendation or the non-solicitation of acquisition proposals, (b) either party because the special meeting has concluded without the WaFd shareholder approval having been obtained at a time when EverBank was entitled to terminate the merger agreement for either of those reasons or (c) either party, without the WaFd shareholder approval having been obtained, because the special meeting has concluded or because the merger has not been completed by the termination date, or by EverBank due to WaFd’s breach of the merger agreement, and, in each case under clause (c), (i) prior to such termination a bona fide acquisition proposal had been publicly disclosed or announced or made known to WaFd’s senior management or the WaFd board and (ii) on or prior to the first anniversary of such termination, WaFd consummates a transaction with respect to an acquisition proposal or enters into a definitive agreement providing for such a transaction. For more information, see the section entitled “The Merger Agreement—Termination Fee.”

The announcement and pendency of the merger may adversely affect WaFd’s business, financial results and operations.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions to WaFd’s business, including:

WaFd has diverted and will continue to divert significant management resources in an effort to complete the merger and is subject to restrictions contained in the merger agreement on the conduct of its business. If the merger is not completed, WaFd will have incurred significant costs, including the diversion of management resources, for which WaFd will have received little or no benefit.

The merger agreement limits WaFd’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that make it more difficult for WaFd to enter into another transaction other than the one currently contemplated by the merger agreement. Specifically, WaFd has agreed not to, among other restrictions, solicit, initiate or take any action to knowingly facilitate or knowingly encourage the submission of any acquisition proposal, enter into or participate in any discussions or negotiations with, furnish any confidential information relating to it or any of its subsidiaries to, or afford access to its or its subsidiaries’ business, properties, assets, books or records to, or knowingly assist, knowingly participate in, knowingly facilitate or knowingly encourage any actual or potential acquisition proposal by, any third party that it knows, or should reasonably be expected to know, is seeking to make, has made or is reasonably likely to make, an acquisition proposal, take any action to make any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination” statute or regulation or other similar anti-takeover law or regulation of the

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State of Washington inapplicable to any third party or any acquisition proposal, fail to enforce, or amend or grant any waiver or release under, any standstill or similar agreement with respect to any class of equity securities of it or any of its subsidiaries, or enter into any agreement with a third party constituting or relating to an acquisition proposal, other than a confidentiality agreement entered into in accordance with the merger agreement.

WaFd is required to pay EverBank a termination fee of $101,060,629 if the merger agreement is terminated by (a) EverBank, prior to the receipt of the WaFd shareholder approval, because the WaFd board has made an adverse recommendation change or because WaFd has materially breached its obligations relating to the proxy statement, the special meeting, the WaFd board recommendation or the non-solicitation of acquisition proposals, (b) either party because the special meeting has concluded without the WaFd shareholder approval having been obtained at a time when EverBank was entitled to terminate the merger agreement for either of those reasons or (c) either party, without the WaFd shareholder approval having been obtained, because the special meeting has concluded or because the merger has not been completed by the termination date, or by EverBank due to WaFd’s breach of the merger agreement, and, in each case under clause (c), (i) prior to such termination a bona fide acquisition proposal had been publicly disclosed or announced or made known to WaFd’s senior management or the WaFd board and (ii) on or prior to the first anniversary of such termination, WaFd consummates a transaction with respect to an acquisition proposal or enters into a definitive agreement providing for such a transaction.

The foregoing may discourage a third party that might have an interest in engaging in a transaction with WaFd from considering or proposing a transaction, even if that party were prepared to propose a transaction that would present greater value to WaFd and its shareholders than does the merger.

The unaudited pro forma combined financial information included in this proxy statement is preliminary and the actual financial condition and results of operations of the combined company after the merger may differ materially.

The unaudited pro forma combined financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. Because EverBank has been designated as the accounting acquirer in the merger, the unaudited pro forma combined financial information reflects adjustments, which are based upon preliminary estimates, to record the WaFd identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The fair value estimates reflected in this proxy statement are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of WaFd as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement.

For additional information, see the section entitled “Unaudited Pro Forma Combined Financial Statements.” In addition, the merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by WaFd. The actual financial positions and results of operations of WaFd and EverBank prior to the merger and that of the combined company following the merger may be different, possibly materially, from the unaudited pro forma combined financial statements included in this proxy statement. In addition, the assumptions used in preparing the unaudited pro forma combined financial statements included in this proxy statement may not prove to be accurate and may be affected by other factors.

The opinion of WaFd’s financial advisor received by the WaFd board prior to the signing of the merger agreement will not reflect changes in circumstances after the date of the opinion.

The WaFd board received an opinion from WaFd’s financial advisor on September 5, 2026 prior to the signing of the merger agreement. Please refer to the section entitled “The Merger—Opinion of WaFd’s Financial Advisor” for additional information. Changes in the operations and prospects of WaFd or EverBank, general market and economic conditions and other factors that may be beyond the control of WaFd may significantly alter the value of WaFd or EverBank or the value of their respective equity by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion.

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WaFd may be subject to litigation challenging the merger, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of the merger and/or result in substantial costs.

Securities class action lawsuits and derivative lawsuits are often brought against publicly listed companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on WaFd.

Lawsuits related to the merger may be filed against WaFd and its affiliates, directors and officers. If dismissals are not obtained or a settlement is not reached, these lawsuits could prevent or delay completion of the merger and/or result in substantial costs to WaFd. These lawsuits could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from consummating the merger. One of the conditions to the merger is that there is no injunction, order, decree or law preventing, prohibiting or making illegal the consummation of the merger. For a detailed discussion of the terms and conditions of the merger, see the section entitled “The Merger Agreement—Conditions to the Merger.” Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the merger, then that injunction may delay or prevent the merger from being completed, which may adversely affect WaFd’s business, financial position and results of operations. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect WaFd’s ongoing business, financial condition, results of operations and cash flows.

Risks Relating to the Combined Company

Combining WaFd’s business with EverBank’s may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of WaFd common stock.

The success of the merger will depend on, among other things, the ability of the two companies to combine their businesses in a manner that facilitates growth opportunities and realizes expected cost savings. The combined company may encounter difficulties in integrating WaFd’s and EverBank’s businesses and realizing the anticipated benefits of the merger. The combined company must achieve the anticipated benefits of the merger and achieve the planned cost savings without adversely affecting current revenues and operations. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

The merger involves the combination of two companies which currently operate, and until the completion of the merger will continue to operate, as independent companies. There can be no assurances that the businesses can be integrated successfully. It is possible that the integration process could result in the loss of key employees from both companies; the loss of customers and depositors; the disruption of WaFd’s, EverBank’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. The combined company will be required to devote management attention and resources to integrating its business practices and operations, and prior to the merger, management attention and resources will be required to plan for such integration. An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of WaFd common stock. In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of EverBank’s business. Although WaFd expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the business, may offset incremental transaction and merger-related costs over time, any net benefit may not be achieved in the near term or at all. If WaFd and EverBank are not able to adequately address integration challenges, WaFd may be unable to successfully integrate operations or realize the anticipated benefits of the integration of the two companies.

WaFd’s results may suffer if it does not effectively manage its expanded operations following the merger.

Following completion of the merger, the size of the business of the combined company will increase significantly beyond the current size of either WaFd’s or EverBank’s business. The combined company’s future

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success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the merger.

The combined company may be unable to retain WaFd or EverBank personnel successfully while the merger is pending or after the merger is completed.

The success of the merger will depend in part on the ability of the combined company to retain the talents and dedication of key employees currently employed by WaFd and EverBank. It is possible that these employees may decide not to remain with WaFd or EverBank while the merger is pending, or with the combined company after the merger is completed. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating the two companies to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, the combined company may not be able to locate suitable replacements for any key employees who leave, or to offer employment to potential replacements on reasonable terms.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, various authorizations, consents, orders, approvals, waivers of prior approval and non-objections must be obtained from (or notices provided to) the Federal Reserve Board, the OCC and the State of Washington. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals.” These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment. The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reducing the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the merger.

The merger may not be accretive, and may be dilutive, to WaFd’s earnings per share, which may negatively affect the market price of WaFd common stock.

Because shares of WaFd common stock will be issued in the merger, it is possible that, although WaFd currently expects the merger to be accretive to earnings per share, the merger may be dilutive to WaFd’s earnings per share, which could negatively affect the market price of WaFd common stock. The issuance of these new shares of WaFd common stock could have the effect of depressing the market price of WaFd common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, WaFd’s earnings per share could cause the price of shares of WaFd common stock to decline or to increase at a lower rate than anticipated.

The market value of WaFd common stock could decline if large amounts of WaFd common stock are sold following the merger.

As of the date of this proxy statement, WaFd estimates that approximately 107.3 million shares of WaFd common stock, on a fully diluted basis, will be issued at the closing of the merger. WaFd has entered into the shareholders agreement with the EverBank shareholders that will, effective as of the closing, among other things, provide the EverBank shareholders with certain shelf, demand and piggyback registration rights. While the EverBank shareholders will be subject to a lock-up with respect to 100% of the shares of WaFd common stock

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issued in the merger for a period of 30 days following the closing, the lock-up will apply to only 40% of the shares issued in the merger following the date that is 180 days following the closing and will terminate entirely following the 12-month anniversary of the closing. The EverBank shareholders may decide not to hold their shares of WaFd common stock that they will receive in the merger, and may instead decide to reduce their investment in WaFd. Such sales of WaFd common stock, or the perception that these sales may occur, could have the effect of depressing the market price for WaFd common stock.

The ownership percentage of current WaFd shareholders will be diluted by the stock issuance.

The stock issuance will result in dilution of the ownership percentage in WaFd of current WaFd shareholders following the merger. Based on the estimated number of shares of WaFd common stock and EverBank common stock outstanding immediately prior to the execution of the merger agreement, we estimate that existing WaFd shareholders will own approximately 40.825% of WaFd, and former EverBank shareholders will own approximately 59.175% of WaFd, following the merger. Consequently, current WaFd shareholders will, as a general matter, have less influence over the management and policies of WaFd following the merger as compared to their influence over WaFd prior to the merger.

Following the closing, the major investors will have the ability to influence WaFd’s business, and their interests may differ from those of other WaFd shareholders.

Former EverBank shareholders will hold approximately 59.175% of the outstanding shares of WaFd common stock on a fully diluted basis immediately following the merger. In addition to that ownership, under the shareholders agreement, until the fourth anniversary of the closing, each major investor will have the right to nominate one director to the WaFd board for so long as it beneficially owns at least 3% of the shares of WaFd common stock outstanding immediately following the merger. For the first major investor that fails to satisfy that ownership requirement, the investor director nominated by that major investor will resign and, until the fourth anniversary of the closing, funds managed by Bayview Asset Management will have the right to nominate one director to the WaFd board, subject to Bayview Asset Management satisfying the same ownership requirement. Each major investor has also agreed, subject to ownership thresholds and certain exceptions, to vote its shares for the election of any legacy WaFd director nominated by the WaFd board, and certain major investors will have the right to designate board observers. As a result of their level of ownership and their board nomination and observer rights, the major investors may have the ability to influence matters requiring shareholder approval, including the election of directors and transactions involving mergers, material share issuances or changes in control. This influence may make some such transactions more difficult to complete without the support of the major investors, which in turn could adversely affect the market price of WaFd common stock or prevent WaFd shareholders from realizing a premium over the market price for their shares. The interests of the major investors may differ from the interests of WaFd’s other shareholders.

WaFd and EverBank will incur significant transaction-related costs in connection with the merger, which may be in excess of those anticipated by WaFd or EverBank.

Each of WaFd and EverBank has incurred, and expects to continue to incur, a number of non-recurring costs associated with negotiating and completing the merger, combining the operations of the two companies and achieving desired synergies. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either WaFd or EverBank regardless of whether or not the merger is completed.

WaFd and EverBank will also incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. WaFd and EverBank will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies’ businesses. Although WaFd and EverBank each expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the combined company to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of WaFd following the completion of the merger. Many of these costs will be borne by WaFd even if the merger is not completed.

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In connection with the merger, the combined company’s level of indebtedness following the completion of the merger could adversely affect its ability to raise additional capital or to meet its obligations.

Upon the completion of the merger, the combined company will assume or continue to be responsible for the outstanding indebtedness of both WaFd and EverBank. The combined company’s debt, together with any future incurrence of additional indebtedness, could have important consequences for the combined company’s creditors and the combined company’s shareholders. For example, it could: limit the combined company’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; restrict the combined company from making strategic acquisitions or cause the combined company to make non-strategic divestitures; restrict the combined company from paying dividends to its shareholders; increase the combined company’s vulnerability to general economic and industry conditions; and require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on the combined company’s indebtedness, thereby reducing the combined company’s ability to use cash flows to fund its operations, capital expenditures and future business opportunities.

Risks Relating to WaFd

WaFd’s business will continue to be subject to the risks described in the sections entitled “Risk Factors” in WaFd’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which may be updated or supplemented in WaFd’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement.

Risks Relating to EverBank

General business, geopolitical and economic conditions and developments could have a material adverse effect on EverBank’s business, financial position, results of operations and cash flows, particularly if EverBank faces increased uncertainty and unpredictability in managing EverBank’s businesses.

EverBank’s business and operations are affected by general business and economic conditions in the United States. In particular, changes in regulatory, trade (including tariffs), monetary and tax policies may have adverse consequences for investor sentiment or negatively affect the macroeconomic environment. Weak economic conditions, including recessions and stagnation or slow growth of the U.S. economy, are often characterized by high unemployment rates, disinflation, volatility in the debt and equity capital markets, lack of liquidity and/or depressed prices in the secondary market for consumer and commercial loans and mortgages, increased delinquencies and defaults on such loans and mortgages, depressed residential and commercial real estate prices and sales activity, and lower consumer, commercial and economic activity and spending generally. Any of the foregoing factors could adversely affect EverBank’s business and operations.

Business and economic conditions in the United States are affected by a variety of factors beyond EverBank’s control, including economic conditions in foreign countries and the global financial markets generally. Any volatility or disruption of the global financial markets, dislocation in global rates or monetary policies, adverse economic environment in the United States or internationally or a lack of confidence in the financial stability of major developed or emerging markets could have an adverse effect on EverBank’s business and operations, as well as those of EverBank’s clients and EverBank’s significant counterparties. This could also increase the difficulty and unpredictability of aligning EverBank’s business strategies, EverBank’s infrastructure and EverBank’s operating costs in light of current and future market and economic conditions. These risks could be compounded by geopolitical and other conditions, such as uncertain monetary conditions, disruptions to free trade in the United States and internationally, trade disputes, supply chain disruptions and political and military conflicts, in particular, such as the military conflict between Russia and Ukraine and the evolving conflict in the Middle East. See “—EverBank’s business and financial performance could be adversely affected, directly or indirectly, by disasters, pandemics, terrorist activities or international hostilities.”

Adverse developments affecting the financial services industry, including actual events or concerns involving liquidity or defaults, could adversely affect EverBank’s business.

Actual events involving limited liquidity, defaults or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past, and may in the future, lead to erosion of customer confidence in the financial

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system or particular sectors thereof, such as the regional and mid-size banking sector. This could lead to material unanticipated deposit outflows and cause industry-wide liquidity problems. In the first half of 2023, concerns arose with respect to the financial position of a number of banking institutions in the United States, in particular those with exposure to certain types of large depositors and portfolios of underwater investment securities, and several institutions failed. While EverBank’s business, balance sheet and depositor profile differ from banking institutions that have historically been the focus of the greatest public scrutiny, the operating environment and public trading prices of securities issued by financial services companies can be highly correlated, in particular in times of stress. In addition, although as of June 30, 2026, 87% of EverBank’s customers’ deposits were insured up to the FDIC limits, adverse developments that affect financial institutions or the financial services industry generally may affect the behavior of EverBank’s customers, who may reduce the aggregate amounts deposited with EverBank, and negatively affect EverBank’s ability to attract and retain new deposits. Moreover, concerns relating to the financial services industry, including regional and mid-sized banks, may be compounded by the reach and depth of media attention, including social media, and its ability to disseminate concerns or rumors about any events of these kinds or other similar risks. Any of the foregoing developments, including actual events or concerns involving liquidity or defaults in the financial services industry, could have a material adverse effect on EverBank’s business, financial position, results of operations and cash flows.

Liquidity is essential to EverBank’s business and EverBank relies on deposits, supplemented by borrowings, to fund EverBank’s liquidity needs.

Effective liquidity management is essential to EverBank’s business. EverBank requires sufficient liquidity to meet customer loan requests, customer deposit maturities and withdrawals and other cash commitments under both normal operating conditions and under extraordinary or unpredictable circumstances. EverBank relies on deposits, supplemented by borrowings, to fund a significant portion of its liquidity needs. EverBank’s ability to raise funds could be negatively affected by EverBank’s inability to raise funding in the long- or short-term debt capital markets at an acceptable price, or at all, specific events that adversely impact the financial services industry, counterparty availability, EverBank’s inability to access the secured lending markets, EverBank’s inability to attract and retain deposits, or unanticipated outflows of cash by customers. These events could occur due to factors beyond EverBank’s control, including, but not limited to: (a) national, to a lesser extent global, and regional economic and market conditions; (b) interest rates; (c) competition for depositor funds from banks and other investment alternatives; (d) the availability of sufficient collateral that is acceptable to the Federal Home Loan Bank (the “FHLB”) and the Federal Reserve Bank of Atlanta (“FRB Atlanta”), both of which are significant sources of contingent liquidity for EverBank; (e) fiscal and monetary policy; and (f) regulatory requirements or changes. In addition, EverBank’s ability to raise funds could be impaired if investors or lenders develop a negative perception of EverBank’s operations or long- or short-term financial prospects due to factors such as an incurrence of a downgrade by the rating agencies, a decline in the level of EverBank’s business activity, if regulatory authorities take significant action against EverBank or the financial services industry, or if EverBank discovers significant employee misconduct or illegal activity.

If EverBank is unable to raise sufficient funding on favorable terms, EverBank would likely need to finance or liquidate unencumbered assets, such as securities to meet maturing liabilities, contingent liquidity needs or other obligations. There can be no assurance that EverBank would be able to sell such assets, and EverBank may have to sell such assets at a discount to estimated market value. A failure to maintain adequate liquidity could materially and adversely affect EverBank’s business, financial position, results of operations and cash flows.

Although EverBank’s sources of funds have historically been adequate to meet EverBank’s liquidity needs, EverBank may seek additional financing in the future to achieve EverBank’s business objectives and plans or for regulatory or other reasons. There can be no assurance that EverBank would be able to raise such additional financing on favorable terms or at all.

Interest rates have a significant impact on various aspects of EverBank’s business, results of operations, financial condition, and cash flows.

Like other financial institutions, EverBank’s business is sensitive to market interest rate movements. Volatility and uncertainty related to inflation and interest rates, including the effects of an elevated interest rate environment, may amplify the risks described in this section. Interest rate risk is inherent in EverBank’s business as EverBank originates and sources various assets and liabilities that may bear a fixed or floating interest rate in nature. In addition, non-maturity deposits bear an administered rate, which, while controlled by management, has bearing on

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the behavior of deposits and associated liquidity. Competitive pricing pressures may influence the level of sensitivity of deposit rates. Market conditions, monetary and fiscal policies and expectations for macroeconomic conditions influence interest rates and as such impact behavior and repricing of assets and liabilities. While EverBank believes it has a robust framework for measuring and managing interest rate risk including the use of derivatives, there is residual interest rate risk inherent in the business. These risks are based on mismatches between assets and liabilities’ repricing, sensitivity of deposits to interest rates, basis risk between risk-free rates and rates on several assets and risk inherent in the shape or slope of the yield curve.

EverBank’s operating results depend to a great extent on EverBank’s net interest margin, which is the difference between the amount of interest income earned and the amount of interest expense incurred. If the rate of interest EverBank pays on EverBank’s interest-bearing deposits, borrowings and other liabilities increases more than the rate of interest EverBank receives on loans, securities and other interest-earning assets, EverBank’s net interest income, and therefore EverBank’s earnings, would be adversely affected. During periods of rising interest rates, EverBank’s earnings could be adversely affected if the rates that EverBank pays on deposits, borrowings and other liabilities increase faster or in a greater amount than the rates EverBank earns on loans and other investments. Conversely, in periods of falling interest rates, EverBank’s earnings also could be adversely affected if the rates on EverBank’s loans and other investments fall faster than those on EverBank’s deposits, borrowings and other liabilities. A sustained low interest rate environment could decrease EverBank’s loan yields and reduce EverBank’s profit margins.

In addition, the relationship between short- and long-term market interest rates affect EverBank’s revenues and margins. For example, a shrinking yield premium between short- and long-term market interest rates or an inversion of the yield curve, where long-term debt instruments have a lower yield than short-term debt instruments of the same quality, generally leads to lower revenue and reduced margins by decreasing the spread between asset yields and EverBank’s funding costs.

Rising interest rates may also increase the cost of EverBank’s deposits, which are its primary source of funding. While deposits are a low cost and stable source of funding, EverBank competes with banks and other financial institutions for deposits. In a rising rate environment, EverBank’s funding costs may increase and it may risk losing deposits by not raising rates. Actions taken to retain deposits in a rising interest rate environment, especially one where the Federal Reserve Board is draining liquidity from the financial system, may result in a rise in interest costs or risk of losing deposits. Replacement funding for deposits may be achieved by way of wholesale borrowing from the FHLB, repurchase transactions of securities in EverBank’s investment portfolio or issuing brokered certificates of deposit. These replacement costs, however, are more expensive than deposits especially in a higher interest rate environment. Further, as rates rise, deposits also compete with higher yielding Treasuries into which high deposit balance customers may choose to invest. Higher funding costs reduce net interest margin, net interest income and net income.

Furthermore, interest rate fluctuations affect EverBank’s customers and competitors. For example, increases in interest rates increase debt service requirements for some of EverBank’s borrowers, which may adversely affect those borrowers’ ability to pay as contractually obligated. This could result in additional delinquencies or charge-offs and negatively impact EverBank’s results of operations. These changes can reduce the overall yield on EverBank’s interest-earning asset portfolio. Changes in interest rates and competitor responses to these changes may also impact customer decisions to maintain balances in the deposit accounts they have with EverBank. An inability to attract or maintain deposits could materially affect EverBank’s ability to fund EverBank’s business and EverBank’s liquidity position. Many other financial institutions have increased their reliance on deposit funding and, as such, EverBank expects continued competition in the deposit markets. If EverBank is required to offer higher interest rates to attract or maintain deposits, EverBank’s funding costs will be adversely impacted.

EverBank assesses its interest rate risk by estimating the effect on EverBank’s earnings, economic value of equity and capital under various scenarios that differ based on assumptions about the direction and the magnitude of interest rate changes. EverBank takes risk mitigation actions based on those assessments. EverBank faces the risk that changes in interest rates could materially reduce EverBank’s net interest income and EverBank’s earnings, especially if actual conditions turn out to be materially different than those EverBank assumed. See “—EverBank’s framework for managing risks may not be effective in mitigating risk and loss and EverBank’s use of models presents risks to EverBank’s risk management framework” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EverBank—Asset and Liability Management and Market Risk” for a discussion of the methodology and assumptions used by EverBank in managing its interest rate risk.

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The fair market value of EverBank’s securities portfolio is subject to change due to interest rate, credit, and other factors.

As of June 30, 2026 and December 31, 2025, the fair market value of EverBank’s available for sale securities portfolio was approximately $7.9 billion and $8.2 billion, respectively. Factors beyond EverBank’s control can significantly influence the fair value of securities in EverBank’s portfolio and can cause potential adverse changes to the fair value of these securities, including changes in market interest rates and volatility in the credit markets. In addition, actual net investment income and/or cash flows from investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, may differ from those anticipated at the time of investment as a result of interest rate fluctuations. Because of changing economic and market conditions, including changes in interest rates, prices, prepayment rates, credit risk premiums and overall market liquidity, affecting issuers and the performance of the underlying collateral, EverBank may recognize realized and/or unrealized losses in future periods, which could have an adverse effect on EverBank’s financial position and results of operations. In addition, economic conditions may cause certain of the obligors, counterparties and underlying collateral on EverBank’s investments to incur losses of their own or default on their obligations to EverBank due to bankruptcy, lack of liquidity, operational failure or other reasons, thereby increasing EverBank’s credit risk exposure to these investments. These risks could result in a decrease in the value of EverBank’s investments, which could negatively impact EverBank’s financial position.

As a significant portion of the securities portfolio is comprised of agency backed securities, EverBank expects a portion of these investments to be readily convertible into cash and does not believe they present a material increase to EverBank’s risk profile or will have a material impact on EverBank’s risk-based capital ratios, they are subject to certain market fluctuations that may reduce EverBank’s ability to fully convert them into cash.

EverBank’s commercial real estate loan portfolio and mortgage warehouse portfolio exposes EverBank to risks that may be greater than the risks related to EverBank’s other mortgage loans.

At June 30, 2026, EverBank’s commercial real estate loans, net of discounts, were $8.0 billion, or approximately 21% of EverBank’s total loan and lease portfolio, net of discounts. Commercial real estate loans generally carry larger loan balances and generally involve a greater degree of financial and credit risk than residential mortgage loans or home equity loans. The repayment of these loans is typically dependent upon the successful operation of the related real estate or commercial projects. If the cash flow from the project is reduced, a borrower’s ability to repay the loan may be impaired. Furthermore, the repayment of commercial mortgage loans is generally less predictable and more difficult to evaluate and monitor and collateral may be more difficult to dispose of in a market decline. In such cases, EverBank may be compelled to modify the terms of the loan or engage in other potentially expensive work-out techniques. Any significant failure by EverBank’s commercial real estate borrowers to timely repay their loans would adversely affect EverBank’s results of operations and cash flows.

At June 30, 2026, EverBank’s structured mortgage warehouse finance portfolio, net of discounts, totaled $3.7 billion, or 10% of EverBank’s total loan and lease portfolio, net of discounts. These lines of credit represent large, short-term, revolving facilities provided to non-depository mortgage banking companies, with a total commitment amount of $5.6 billion with ending outstanding balances of $3.7 billion extended to 45 borrowers at June 30, 2026. These borrowers utilize their lines of credit to fund transactions, which are primarily collateralized by agency and government residential loans they originated, or to finance the acquisition or carrying of mortgage servicing rights. The repayment of outstanding borrowings on these lines is typically dependent upon the borrowers’ ability to sell the loans they originated into the secondary market. In the event loans originated by these borrowers cannot be sold on the secondary market, their ability to repay EverBank may be negatively affected. Due to this risk and the size of the exposure to any one borrower, the failure of one borrower to repay EverBank could adversely impact EverBank’s results of operations and cash flows and liquidity utilization. As these events can occur over a short period of time, funding of these commitments may cause EverBank to incur higher costs, thereby negatively impacting operating income and margins.

EverBank’s framework for managing risks may not be effective in mitigating risk and loss and EverBank’s use of models presents risks to EverBank’s risk management framework.

EverBank’s risk management framework is made up of various processes and strategies designed to manage EverBank’s risk exposure. The framework to manage risk, including the framework’s underlying assumptions, may not be effective under all conditions and circumstances. If the risk management framework proves ineffective, EverBank could suffer unexpected losses and could be materially adversely affected.

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One of the main types of risks inherent in EverBank’s business is credit risk. An important feature of EverBank’s credit risk management system is to employ an internal credit risk control system through which EverBank identifies, measures, monitors and mitigates existing and emerging credit risk of EverBank’s customers. As this process involves detailed analyses of the customer or credit risk, considering both quantitative and qualitative factors, it is subject to human error. In exercising their judgment, EverBank’s employees may not always be able to assign an accurate credit rating to a customer or credit risk, which may result in EverBank’s exposure to higher credit risks than indicated by EverBank’s risk rating system.

Some of EverBank’s tools and metrics for managing risk are based upon EverBank’s use of observed historical market behavior. EverBank relies on quantitative models to measure risks and to estimate certain financial values. Models may be used in such processes as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting losses, assessing capital adequacy and calculating regulatory capital levels, as well as estimating the value of financial instruments and balance sheet items. The modeling techniques EverBank uses to assess and manage interest rate risk are based on a wide variety of assumptions generally derived from historical data and patterns and may fail to accurately predict the impact of future movements in interest rates on EverBank’s financial performance. Assumptions about depositor behavior are integral to interest rate risk modeling and management; technological advances enabling depositors to move money more quickly and to do business with a wide variety of financial services providers not in physical proximity to those depositors as well as the evolving landscape of the financial services industry has made predictive modeling of depositor behavior increasingly difficult. Poorly designed or implemented models present the risk that EverBank’s business decisions based on information incorporating such models will be adversely affected due to the inadequacy of that information. Moreover, EverBank’s models may fail to predict future risk exposures if the information used in the model is incorrect, obsolete or not sufficiently comparable to actual events as they occur. While EverBank seeks to incorporate appropriate historical data into its models, the range of market values and behaviors reflected in any period of historical data is not always predictive of future developments in any particular period and the period of data EverBank incorporates into EverBank’s models may turn out to be inappropriate for the future period being modeled. In such case, EverBank’s ability to manage risk would be limited and EverBank’s risk exposure and losses could be significantly greater than EverBank’s models indicated. In addition, if existing or prospective customers believe EverBank’s risk management is inadequate, EverBank’s reputation, revenues and profits could be adversely affected. Finally, poorly designed or implemented models could result in the information EverBank provides to EverBank’s regulators to be inaccurate or misleading and could adversely affect regulators’ perceptions of EverBank’s risk management framework, which could result in adverse or less favorable regulatory actions.

EverBank’s allowance for credit losses may not cover actual losses, and EverBank may be required to increase EverBank’s allowance, which may adversely affect EverBank’s capital, financial position, and results of operations.

In accordance with U.S. GAAP, EverBank establishes an allowance for credit losses (“ACL”), including the allowance for loan and lease losses. EverBank’s ACL is based on EverBank’s evaluation of risks associated with EverBank’s loan and lease portfolio, including continuing evaluation of specific credit risks, loan loss experience, current loan and lease portfolio quality, present and forecasted economic, political and regulatory conditions, industry concentrations and other unidentified losses inherent in the current loan and lease portfolio. The ACL estimation process requires subjective and complex judgments, including analysis of economic conditions and how these economic conditions might impair the ability of EverBank’s borrowers to repay their loans. The amount of actual losses and estimated future losses is influenced by a variety of economic, operating and other conditions, including factors beyond EverBank’s control such as changes in interest rates, and these conditions can change rapidly, leading to greater than expected deterioration in credit quality of EverBank’s loan and lease portfolio or in the value of collateral securing these loans and leases. In addition, EverBank might underestimate expected credit losses and have credit losses in excess of the established ACL if EverBank fails to timely identify a deterioration in a borrower’s financial position. Due to the inherent risks associated with accounting estimates, EverBank’s ACL may not be adequate to absorb actual credit losses, and EverBank may be required to increase EverBank’s provisions for credit losses in the future, which could materially and adversely affect EverBank’s operating results.

EverBank operates in a highly competitive industry and market area, which may have an impact on EverBank’s success.

EverBank’s profitability depends on its ability to compete successfully in a highly competitive market for banking and financial services, and such competition is expected to continue and intensify. Certain of EverBank’s competitors are larger and have greater financial, technological, marketing and operational resources, broader branch

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and distribution networks, and economies of scale, which may enable them to offer a broader range of products and services, more competitive pricing on loans and deposits, and more advanced digital capabilities than EverBank. EverBank faces competition from other commercial banks, savings and loan associations, savings banks and credit unions located in EverBank’s market areas, as well as those targeting EverBank’s markets digitally for deposits and loans. In addition, EverBank competes with financial intermediaries, such as private credit funds, some of which are also EverBank’s customers, fintech companies, consumer finance companies, marketplace lenders, mortgage banking firms, securities brokerage firms, mutual funds, insurance companies and several government agencies as well as major retailers, all actively engaged in providing various types of financial services. Some of EverBank’s nonbank competitors are not subject to the same extensive supervision and regulation to which EverBank is subject, and may accordingly have greater flexibility and lower cost structures in competing for business. Over time, certain sectors of the financial services industry have become more concentrated, as institutions involved in a broad range of financial services have been acquired by other firms. The financial services industry is likely to become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. These developments could result in EverBank’s competitors gaining greater capital and other resources, or being able to offer a broader range of products and services with more geographic range.

EverBank’s loan and deposit pricing may be negatively impacted by EverBank’s competitive environment, and EverBank may be required to offer loans, deposits, and payment services on terms less favorable to EverBank, including lower rates on our loans and higher rates on our deposit, or implement other changes to remain competitive that could adversely affect EverBank’s operating results.

Another competitive factor is that the financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services, primarily as a result of the increased digitization of banking services. EverBank competes with many forms of payments offered by both bank and non-bank providers, including a variety of new and evolving alternative payment mechanisms, systems and products, such as aggregators and web-based and wireless payment platforms or technologies, digital or “crypto” currencies, stablecoins, prepaid systems and payment services targeting users of social networks, communications platforms and online gaming. Legislative and regulatory changes may also impact this competitive environment. For example, in July 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”) was enacted. The GENIUS Act is intended to establish a comprehensive regulatory framework for payment stablecoins, which may change the competitive dynamics in the financial services market. Many of the statutory provisions in the GENIUS Act will require additional rulemakings, reports and other measures, and the impact of the GENIUS Act will depend on, among other things, rulemaking and implementation guidance. EverBank’s future success may depend, in part, on EverBank’s ability to use technology competitively to offer products and services that provide convenience to customers and create additional efficiencies in EverBank’s operations in compliance with these new and changing laws and regulations. The widespread adoption of new technologies has and will continue to require EverBank to make substantial capital expenditures to modify or adapt EverBank’s systems to remain competitive and offer new products and services. EverBank’s ability to effectively implement new technologies to improve EverBank’s operations and systems will impact EverBank’s competitive position in the financial services industry. Furthermore, EverBank may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not be accepted by customers.

If EverBank is unable to successfully compete with traditional competitors as well as the evolving landscape of fintech companies and other nontraditional competitors to attract and retain customers, EverBank’s business, financial position or results of operations could be materially adversely affected. In particular, if EverBank experiences an outflow of deposits as a result of EverBank’s customers desiring to do business with EverBank’s competitors, EverBank may be forced to rely more heavily on borrowings and other sources of funding to operate EverBank’s business and meet withdrawal demands, thereby adversely affecting EverBank’s net interest margin.

EverBank is subject to counterparty risk and may be unable to seek indemnity or remedial measures from counterparties if they breach representations and warranties, which could adversely affect EverBank’s business, financial position, results of operations and cash flows.

EverBank is exposed to different industries and counterparties in the ordinary course of business, and routinely executes transactions with counterparties in the financial services industry, including commercial banks, investment banks, investment companies, loan servicers, as well as insurance providers. Financial services institutions are interrelated as a result of trading, clearing, custody, counterparty or other relationships, and many of these

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transactions expose EverBank to credit risk in the event of a default by a counterparty or client. EverBank’s credit risk may be exacerbated when collateral held by EverBank cannot be realized upon or is liquidated at prices insufficient to recover the full amount of the loan or derivative exposure. As of June 30, 2026, EverBank’s top ten largest individual borrowers had aggregated commitments and balances of $3.8 billion and $3.0 billion, respectively. Seven of these ten commitments were residential mortgage warehouse facilities. The largest total exposure to a single borrower represented approximately $450 million of EverBank’s total outstanding loan commitments as of June 30, 2026.

When EverBank enters into commercial loan agreements, mortgage subservice agreements, derivative contracts and agreements with EverBank’s insurers, EverBank’s correspondent counterparty typically makes customary representations and warranties to EverBank. These agreements may entitle EverBank to seek indemnity, and in certain applicable cases, demand repurchase or substitution of the loans, in the event EverBank’s counterparty breaches such a representation or warranty. However, there can be no assurance that such agreements will contain appropriate representations and warranties that will allow EverBank to successfully enforce EverBank’s contractual rights, or that EverBank’s counterparty will remain solvent or otherwise be willing and able to honor its obligations under such agreements.

EverBank’s counterparties could be severely impacted by credit market turmoil, changes in legislation or allegations of civil or criminal wrongdoing and may as a result experience financial or other pressures. In addition, if a counterparty files for bankruptcy or becomes insolvent, EverBank’s agreements with them may become subject to bankruptcy or insolvency proceedings, thus depriving EverBank, at least temporarily, of the benefit of these assets. Such an event could restrict EverBank’s access to future financing and increase EverBank’s cost of capital. If any of EverBank’s counterparties were to limit or cease operation, such an event could lead to financial losses for EverBank.

Operational risks are inherent in EverBank’s businesses.

EverBank’s operations depend on its ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations. Operational risk and losses can result from internal and external fraud, errors by employees or third parties, failure to document transactions properly or to obtain proper authorization, failure to comply with applicable regulatory requirements and conduct of business rules, equipment failures, including those caused by natural disasters or by electrical, telecommunications or other essential utility outages; business continuity and data security system failures, including those caused by computer viruses, cyber-attacks or unforeseen problems encountered while implementing major new computer systems or upgrades to existing systems, or the inadequacy or failure of systems and controls, including those of EverBank’s suppliers or counterparties. Moreover, because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. Although EverBank has implemented risk controls and loss mitigation actions, and substantial resources are devoted to developing efficient procedures, identifying and rectifying weaknesses in existing procedures and training staff, it is not possible to be certain that such actions have been or will be effective in controlling each of the operational risks faced by EverBank. Any weakness in these systems or controls, or any breaches or alleged breaches of such laws or regulations, could result in increased regulatory supervision, enforcement actions and other disciplinary action, and have an adverse impact on EverBank’s business, applicable authorizations and licenses, reputation and results of operations.

While EverBank is subject to the internal control requirements of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), as a private company it has not historically been subject to the full scope of the internal control, documentation, remediation and auditor attestation requirements applicable to public companies under the Sarbanes-Oxley Act of 2002 (“SOX”). Accordingly, EverBank’s internal control environment may not have been designed, documented, tested or operated with the level of rigor necessary to satisfy SEC reporting and SOX compliance standards. As a result, deficiencies in internal control over financial reporting or other governance and control processes that were not required to be identified or remediated under the FDICIA framework could be identified following the merger. Should these deficiencies result in EverBank’s failure to detect certain events, or should such an event occur that is uninsured or in excess of applicable insurance limits, these deficiencies could impair the combined company’s ability to produce accurate and timely financial statements, comply with SEC reporting requirements, or maintain effective internal control over financial reporting, which could adversely affect the combined company’s business, results of operations, financial condition and market reputation.

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EverBank’s business and financial performance could be adversely affected, directly or indirectly, by disasters, pandemics, terrorist activities or international hostilities, particularly any such events that adversely affect the economies or real estate values in California and Florida, which together comprise a significant portion of EverBank’s loan portfolio.

Neither the occurrence nor the potential impact of disasters, pandemics, terrorist activities and international hostilities can be predicted. However, these occurrences could adversely affect EverBank directly as a result of damage to EverBank’s facilities or by preventing EverBank from conducting EverBank’s business in the ordinary course, or indirectly as a result of their impact on EverBank’s borrowers, the value of collateral, depositors, other clients, suppliers or other counterparties. EverBank’s geographic markets in California and Florida are particularly susceptible to severe weather, including wildfires and hurricanes. As of June 30, 2026, approximately 45% and 7% of EverBank’s residential loan portfolio was secured by real estate located in California and Florida, respectively, and 39% and 11% of EverBank’s commercial real estate portfolio was secured by businesses and real estate located in California and Florida, respectively. EverBank’s loan concentration in these states subjects EverBank to risk that a downturn in the local economy or real estate values in either California or Florida could result in increases in delinquencies and foreclosures or losses on these loans. In addition, the occurrence of natural disasters in California or Florida, such as earthquakes, hurricanes, wildfires or pandemics, or man-made disasters, could result in a decline in the value or destruction of EverBank’s mortgaged properties and an increase in the risk of delinquencies or foreclosures. Many of EverBank’s customers in California and Florida have incurred or are likely to incur significantly higher property and casualty insurance premiums on their properties. If, in the future, borrowers are unable to obtain property and casualty insurance, they may be unable to repay their loans in the event of catastrophic events such as wildfires or hurricanes. California and Florida are more vulnerable to severe weather events like wildfires or hurricanes, respectively, than some regions of the country and may also be more susceptible in the future to the physical risks of climate change. Further, EverBank’s branches are located in Florida and California, and a significant portion of EverBank’s deposits come from those states. The occurrence of any one of these factors could result in a material adverse effect on EverBank’s business, results of operations and financial position. EverBank could also suffer adverse consequences to the extent that disasters, pandemics, terrorist activities or international hostilities affect the financial markets or the economy in general or in any particular region.

EverBank’s ability to mitigate the adverse consequences of such occurrences is in part dependent on the quality of EverBank’s resiliency planning, and EverBank’s ability, if any, to anticipate the nature of any such event that occurs. The adverse impact of disasters, pandemics, terrorist activities or international hostilities also could be increased to the extent that there is a lack of preparedness on the part of national or regional emergency responders or on the part of other organizations and businesses that EverBank deals with, particularly those that EverBank depends upon but have no control over.

Conditions in the real estate market and higher than normal delinquency and default rates could adversely affect EverBank’s business.

Should the frequency and severity of EverBank’s loan delinquencies and default rates increase, EverBank could experience losses on loans and leases held for investment (“LHFI”). EverBank may need to further increase EverBank’s reserves for foreclosures if foreclosure rates increase. A deteriorating real estate market and higher than normal delinquency and default rates may have other adverse consequences for EverBank’s business, including further compressed margins as a result of non accrual loans, reserves and operating costs, which could result in a material adverse effect on EverBank’s business, results of operations and financial position. In the event EverBank’s ACL on loans is insufficient to cover such losses, EverBank’s earnings, capital and liquidity could be adversely affected.

Inflation can have an adverse impact on EverBank’s business and on EverBank’s customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. While inflation has moderated from its peak levels following multiple increases to the federal funds rate by the Federal Open Market Committee (the “FOMC”) of the Federal Reserve Board, it remains above the Federal Reserve Board’s two percent target and continues to be a key economic and monetary policy concern. Further adverse changes in inflation could cause the FOMC to raise interest rates and or tighten monetary policy further, which would compound the interest rate risks described elsewhere. Inflation and expectations for future inflation affect short-term and long-term interest rates respectively. As inflation increases and interest rates rise, the value of EverBank’s investment securities, particularly those with longer maturities, decreases,

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although this effect is less pronounced for floating rate instruments. Prolonged periods of inflation also may impact EverBank’s profitability by negatively impacting EverBank’s costs and expenses, including increasing funding costs and expense related to talent acquisition and retention, and negatively impacting the demand for EverBank’s products and services. Moreover, EverBank’s customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans. Further adverse changes in inflation and interest rates could negatively impact consumer and business confidence, and adversely affect the economy as well as EverBank’s business, results of operations and financial condition.

Changes in monetary policy, the U.S. political environment and other government action could adversely affect EverBank’s business.

Interest rates and EverBank’s financial performance are affected by credit policies of monetary authorities, particularly the Federal Reserve Board and the U.S. Treasury. The instruments of monetary policy employed by the Federal Reserve Board include open market transactions in U.S. government securities, changes in the discount rate or the federal funds rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, EverBank cannot predict the potential impact of future changes in interest rates, deposit levels, and loan demand on EverBank’s business and earnings with certainty. Furthermore, the actions of the U.S. government and other governments have resulted, and in the future may result in currency fluctuations, exchange controls, market disruption, material decreases in the values of certain of EverBank’s financial assets and other adverse effects.

Interest rate changes are dependent on the Federal Reserve Board’s assessment of economic data as it becomes available. From early 2022 through mid-2023, the FOMC raised interest rates aggressively before holding rates at elevated levels through September 2024 and then beginning a measured easing cycle with multiple rate reductions through December 2024. The FOMC then maintained interest rates in 2025, before decreasing it in each of September, October and December 2025 and holding rates unchanged in 2026 until it raised interest rates by a quarter of a percentage point in September 2026. Interest rates remain elevated and the trajectory of future rate changes remains uncertain, reflecting persistent inflation concerns, fiscal policy considerations, and shifting expectations regarding the future path of monetary and fiscal policy. There is a risk that inflation may become higher or persist for longer periods of time and not decrease. In response to the FOMC’s interest rate increases, EverBank offered, and may continue to offer, more attractive interest rates to depositors to compete for deposits, or pursue other sources of liquidity, such as wholesale funds. Further, when interest-bearing liabilities reprice or mature faster than interest-earning assets, an increase in interest rates generally results in a decrease in net interest income. Conversely, decreasing interest rates reduce EverBank’s yield on EverBank’s variable rate loans and on EverBank’s new loans, which reduces EverBank’s net interest income. In addition, lower interest rates may reduce EverBank’s realized yields on investment securities which would reduce EverBank’s net interest income and cause downward pressure on net interest margin in future periods. A significant reduction in EverBank’s net interest income could have a material adverse impact on EverBank’s capital, financial position and results of operations.

Changes in monetary policy, including changes in interest rates, influence (a) the amount of interest EverBank receives on loans and securities, (b) the amount of interest EverBank pays on deposits and borrowings, (c) EverBank’s ability to originate loans and obtain deposits, (d) the fair value of EverBank’s assets and liabilities, and (e) the reinvestment risk associated with changes in the duration of EverBank’s mortgage-backed securities portfolio.

A fractious or volatile political environment in the U.S., including any related social unrest, could negatively impact business and market conditions, economic growth, financial stability, and business, consumer, investor, and regulatory sentiments, any one or more of which in turn could cause our business, financial results, and financial condition to suffer. Concern about the ability of the U.S. government to effectively respond to high and rising debt levels and other budgetary matters also can have adverse economic consequences and create market volatility with potential adverse consequences to our business and financial performance.

EverBank’s residential mortgage portfolio includes a significant concentration of “jumbo” loans, which makes EverBank particularly vulnerable to a downturn in high-end real estate values and economic factors disproportionately affecting affluent borrowers.

Although EverBank no longer originates residential mortgage loans, as of June 30, 2026, its residential mortgage portfolio was $6.7 billion, primarily comprised of loans originated in prior years or acquired, including in

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connection with EverBank’s acquisition of Sterling Bank and Trust, F.S.B. (“Sterling Bank”) in April 2025. The Federal Housing Administration, Fannie Mae and Freddie Mac will only purchase or guarantee so-called “conforming” loans, which are not permitted to exceed certain principal amount thresholds. As of June 30, 2026, 51% of EverBank’s residential mortgage LHFI that are not government-insured was comprised of “jumbo” loans based on the current threshold in most states. Jumbo loans have principal balances exceeding the agency thresholds and tend to be less liquid than conforming loans, which may make it more difficult for EverBank to rapidly rebalance EverBank’s portfolio and risk profile than is the case for financial institutions with higher concentrations of conforming loan assets. In addition, real estate securing jumbo loans tends to be concentrated in certain limited markets, and as of June 30, 2026, approximately 45% of EverBank’s residential mortgage loans were secured by properties located in California. Real estate prices in those markets have historically been more volatile than in the median price range markets, which affects the default rates and the marketability of these jumbo mortgages. As a result, liquidity in the capital markets for such assets could be diminished, and EverBank could be faced with an inability to dispose of such assets or fully recover EverBank’s losses in the event of a default, which in turn could adversely affect EverBank’s business, financial position or results of operations.

EverBank’s lending activities subject EverBank to certain credit concentration risks, which could adversely affect EverBank’s business, financial position, results of operations and cash flows.

EverBank’s lending activities are primarily driven by EverBank’s commercial real estate, vendor equipment financing, structured mortgage financing, asset-backed financing business lines. As of June 30, 2026, EverBank’s commercial real estate, vendor equipment financing, structured mortgage financing, asset-backed financing portfolios comprised an aggregate of $28.1 billion, or 76%, of EverBank’s total loan portfolio, and each business line individually comprised $8.4 billion, $4.5 billion, $3.7 billion and $11.5 billion, or equivalent to 23%, 12%, 10% and 31%, of EverBank’s total loan portfolio, respectively.

As a result of EverBank’s focus on commercial lending activities and EverBank’s exit from the residential mortgage origination business in 2022, EverBank’s loan portfolio carries a greater credit concentration risk than that of a loan portfolio of comparable size and quality with a more balanced mix of commercial, residential mortgage and home equity loans. Commercial loans typically involve higher financial and credit risks as a result of the concentration of principal in a limited number of loans and borrowers, larger loan balances, heightened sensitivity to general economic conditions on income-producing properties and increased difficulty of evaluating and monitoring these types of loans.

In addition, the repayment of commercial real estate loans is typically dependent upon cash flows from the property to service the debt, successful completion of construction projects and, for development loans, sale or refinancing of the underlying asset. It may be more difficult for commercial real estate borrowers to repay their loans in a timely manner, as commercial borrowers’ abilities to repay their loans frequently depends on the successful rental of their properties. Cash flows may be affected significantly by general economic conditions, and a sustained downturn in the local economy or in occupancy rates in the local economy where the property is located could increase the likelihood of default, and such conditions could have a disproportionate impact on commercial loans compared to residential mortgages. In addition, the nature of these commercial loans is such that they are generally less predictable and more difficult to evaluate and monitor, and the repayment of these loans may, to a greater extent than residential loans, be subject to adverse conditions in the real estate market or economy. In addition, because commercial borrowers as a group may be uniquely or disproportionality affected by economic or market conditions, EverBank’s focus on commercial lending products and services subjects EverBank to certain credit concentration risks. As a result, the occurrence of any one of the foregoing factors could have a material adverse effect on EverBank’s business, financial position, results of operations and cash flows.

EverBank owns government-insured loans which are serviced by third parties, and if those third parties fail to service the loans in accordance with applicable servicing guidelines, EverBank may not be able to recover the full value of the interest payments and fees on the loans which could adversely affect EverBank’s business, financial position, and results of operations.

Certain loans EverBank owns are serviced by third parties. Generally, when a loan is in default the servicer continues to make advances, and once the loan is foreclosed upon, the government entities insuring the loan will remit the principal, the guaranteed interest and the advanced fees to the loan owner. However, if the loan is in default and the servicer has not been abiding by the servicing guidelines, the government entities will remit to the loan owner the principal for the loan but may not pay to the loan owner the full guaranteed interest or advanced fees

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during the time from when the servicer failed on its obligations up to and through the date of foreclosure on the loan. As the loan owner, EverBank would not suffer any loss of principal, but EverBank could lose a portion of accrued guaranteed interest if the third-party servicer does not fulfill its contractual obligations to reimburse EverBank. While EverBank would have a cause of action against the third-party servicer, any recovery would require EverBank to incur legal and other costs. If such third-party was insolvent or unable to pay, EverBank would suffer these losses without recourse. As a result, EverBank’s business, financial position and results of operations could be adversely affected.

EverBank may experience higher delinquencies on EverBank’s equipment leases and reductions in the resale value of leased equipment if the market value of leased equipment decreases at a rate greater than the rate EverBank’s projections.

The realization of equipment values (i.e., residual values) during the life and at the end of the term of a lease is an important element of EverBank’s equipment finance business. At the inception of each lease, EverBank records a residual value for the leased equipment based on EverBank’s estimate of the future value of the equipment at the expected disposition date. A decrease in the market value of leased equipment at a rate greater than the rate EverBank projected, whether due to rapid technological or economic obsolescence, unusual or excessive wear-and-tear on the equipment, recession or other adverse economic conditions, sector-specific downturns, or other factors, would adversely affect the current or the residual values of such equipment.

EverBank’s equipment financing business finances essential-use healthcare, transportation, construction and other equipment. As of June 30, 2026, EverBank’s equipment financing receivables totaled $4.94 billion, of which approximately 47% was collateralized by healthcare equipment, 29% by trucking equipment and 5% by construction equipment. As a result, the performance of this portfolio is significantly affected by conditions in those sectors. Healthcare lessees may be adversely affected by changes in government and third-party reimbursement rates, healthcare legislation and regulation, and labor and operating cost pressures. Transportation lessees, including trucking companies, may be adversely affected by declines in freight volumes and rates, increases in fuel, insurance and labor costs, and economic slowdowns that reduce demand for transportation services.

Further, certain equipment residual values are dependent on the manufacturer or vendor’s warranties, reputation and other factors, including market liquidity. In addition, EverBank may not realize the full market value of equipment if EverBank is required to sell it to meet liquidity needs or for other reasons outside of the ordinary course of business. Consequently, EverBank may not realize EverBank’s estimated residual values for equipment. If EverBank is unable to realize the expected value of a substantial portion of the equipment under lease, or if delinquencies and losses in EverBank’s equipment finance portfolio increase, EverBank’s business would be adversely affected.

Fluctuations in national, regional and local economic conditions may increase the level of charge-offs that EverBank makes to EverBank’s lease portfolio, and, consequently, reduce EverBank’s net income. EverBank is not protected for all losses, and any charge-off or related losses that EverBank experiences will negatively impact EverBank’s results of operations.

Changes in retail distribution strategies and consumer behavior may adversely impact EverBank’s investments in bank premises, equipment, technology, and other assets and may lead to increased expenditures to change EverBank’s retail distribution channel.

EverBank has significant investments in bank premises, equipment and technology for EverBank’s financial center branch network. Advances in technology such as e-commerce, telephone, internet and mobile banking, artificial intelligence and in-branch self-service technologies including automated teller machines and other equipment, as well as an increasing customer preference for these other methods of accessing EverBank’s products and services, could decrease the value of EverBank’s branch network, technology, or other retail distribution physical assets. Such advances may also cause EverBank to change EverBank’s retail distribution strategy, close and/or sell certain branches and restructure or reduce EverBank’s remaining branches and work force. Such actions in the future could lead to losses on disposition of such assets or could adversely impact the carrying value of any long-lived assets and may lead to increased expenditures to renovate, reconfigure or close a number of EverBank’s remaining branches or to otherwise reform EverBank’s retail distribution channel.

EverBank relies on other companies to provide key components of EverBank’s business infrastructure.

EverBank relies on certain third parties to provide products and services necessary to maintain day-to-day operations, such as back office support, data processing and storage, recording and monitoring transactions, online

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banking interfaces and services, internet connections, telecommunications, and network access. Third-party or internal systems and networks may fail to operate properly or become disabled due to deliberate attacks or unintentional events. See “—EverBank is exposed to risks associated with EverBank’s computer systems and networks, third-party provider systems and networks and online commerce, including cybersecurity breaches that could result in theft, loss or unauthorized access to, or use or disclosure of, information, including personal information.” Additionally, EverBank’s internal systems and networks and those of third parties EverBank relies on may not operate properly because of significant increases in usage, such as, for example, as a result of a significant number of EverBank’s employees or EverBank’s customers seeking to access EverBank’s systems remotely. EverBank’s operations can be vulnerable to disruptions from human error, natural disasters, power outages, accidents, telecommunication failures, data loss and other unforeseen events.

In addition, the failure of a third-party to perform in accordance with the contracted arrangements under service level agreements as a result of changes in the third-party’s organizational structure, financial position, support for existing products and services, strategic focus, system interruption or breaches, or for any other reason, could be disruptive to EverBank’s operations, which could have a material adverse effect on EverBank’s business, financial position and results of operations. EverBank’s third-party applications may include confidential and proprietary data provided by vendors and by EverBank, including personal employee and/or customer data. While EverBank conducts due diligence prior to engaging with third-party vendors and performs ongoing monitoring of vendor controls, EverBank does not control their operations. Further, while EverBank’s vendor management policies and practices are designed to comply with current regulations, these policies and practices cannot eliminate this risk. Any problems caused by third parties, including those resulting from disruptions in communication services provided by a third party, failure of a third party to handle current or higher volumes, failure of a third party to provide services for any reason or poor performance of services, or the termination of a third-party software license or service agreement on which any of these systems is based, could adversely affect EverBank’s ability to deliver products and services to EverBank’s customers and otherwise conduct EverBank’s business. In many cases, EverBank’s operations rely heavily on the secure processing, storage and transmission of information and the monitoring of a large number of transactions on a minute-by-minute basis, and even a short interruption in service could have significant consequences. Financial or operational difficulties of a third-party service provider could adversely affect EverBank’s operations if those difficulties interfere with the service provider’s ability to serve EverBank effectively or at all. Replacing these third parties could also create significant delays and expense. Accordingly, use of such third parties creates an inherent risk to EverBank’s business operations.

EverBank is exposed to risks associated with EverBank’s computer systems and networks, third-party provider systems and networks and online commerce, including cybersecurity breaches that could result in theft, loss or unauthorized access to, or use or disclosure of, information, including personal information.

EverBank conducts a substantial portion of EverBank’s business over the internet. EverBank relies heavily upon data processing, including loan servicing and deposit processing, software, communications and information systems and networks from a number of third parties to conduct EverBank’s business. EverBank’s internal systems and networks and those of third parties EverBank relies on can be subject to computer viruses or other malicious code, cyber-attacks, such as denial of service attacks, spam attacks, ransomware attacks, phishing or other social engineering campaigns, credential stuffing, account takeovers, hacking or identity theft, employee errors or malfeasance, any of which could result in the loss, theft or unauthorized access to, or use or disclosure of, information relating to customers and employees, including their personal information, identity theft, the loss of unique pin codes and/or the loss of funds.

Cybersecurity attacks and disruptions are occurring globally with greater frequency and magnitude, in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, geopolitical events, and the increased sophistication and activities of organized crime, hackers, terrorists, state actors and other external parties. In addition, hardware, software, or applications EverBank develops or procures from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise EverBank’s information security. Unauthorized parties may also attempt to gain access to EverBank’s systems or facilities, or those of third parties with whom EverBank does business, through fraud, trickery, or other forms of deceiving EverBank’s team members, contractors, and temporary staff. Financial institutions have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information,

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including personal information, destroy data, disable or degrade services, or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. Such threats may see their frequency increased and effectiveness enhanced by the use of artificial intelligence.

EverBank and its third-party vendors have been subject to cyber-attacks and EverBank can never be certain that all of EverBank’s systems and networks are entirely free from vulnerability to breaches of security or other technological difficulties or failures. These events may obstruct EverBank’s ability to provide services and process transactions for EverBank’s clients. An incident could put EverBank’s client confidential information, including personal information, at risk. EverBank monitors and modifies, as necessary, EverBank’s protective measures in response to the perpetual evolution of cyber threats. As threats continue to evolve, EverBank may be required to expend additional resources to continue to modify or enhance EverBank’s protective measures or to investigate and remediate information security vulnerabilities. Furthermore, due to the nature of cyber-attacks, EverBank may fail to discover a cyber-attack on EverBank’s systems, which could continue over several months before it is identified and curtailed.

Any failure, interruption or breach in the security of any of EverBank’s information systems or networks or those of third parties EverBank relies on, or other cyber incidents, could have an adverse impact on, among other things, EverBank’s revenue, operations, ability to attract and maintain clients and business reputation. In addition, as a result of any breach, EverBank could incur higher costs to conduct EverBank’s business, to increase protection, or to remediate any breach. Furthermore, as EverBank is ultimately accountable for the actions of the third-party vendors that support EverBank, EverBank’s clients could hold EverBank accountable and terminate their accounts due to a cyber incident that occurs on the system of one of EverBank’s third-party partners. If EverBank or EverBank’s vendors experience a data security breach or fail to detect and appropriately respond to data security breaches, EverBank would be exposed to government enforcement actions, civil litigation and possible financial liability, and EverBank’s cyber-insurance coverage may not be sufficient to cover all losses. As cybersecurity threats continue to evolve, EverBank may be required to expend significant additional resources to continue to modify or enhance EverBank’s protective measures or to investigate and remediate any information security vulnerabilities. Any of the risks described above could materially adversely affect EverBank’s overall business, financial position and results of operations.

EverBank, or third parties from whom EverBank licenses critical information technology systems, have been, and in the future may be, alleged to have infringed upon intellectual property rights owned by others.

Competitors or other third parties have in the past alleged, and in the future may allege, that EverBank, or consultants or other third parties retained or indemnified by EverBank or from whom EverBank licenses critical information technology systems, infringe on their intellectual property rights. EverBank is susceptible to this in light of its digital-first business plan. Given the complex, rapidly changing and competitive technological and business environment in which EverBank operates, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against EverBank or EverBank’s vendors may cause EverBank to spend significant amounts to defend the claim (even if EverBank ultimately prevails); pay significant money damages; lose significant revenues; be prohibited from using the relevant systems, processes, technologies or other intellectual property; cease offering certain products or services or to incur significant license, royalty or technology development expenses. Claims of infringement, misappropriation or other violation may be extremely broad, and it may not be possible for EverBank to conduct EverBank’s operations in such a way as to avoid all such alleged violations of such intellectual property rights. Even in instances where EverBank believes that claims and allegations of intellectual property infringement against EverBank are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of EverBank’s management and employees. Furthermore, an adverse outcome in any such matter may require EverBank to pay substantial damages or otherwise adversely affect EverBank’s business. If EverBank is required to enter into a royalty or license agreement, it may be unavailable on terms acceptable to EverBank, or at all, and may require significant payments. In addition, although in some cases a third party may have agreed to indemnify EverBank for such costs, such indemnifying party may refuse, or be unable, to uphold its contractual obligations.

The development and use of artificial intelligence (“AI”) presents risks and challenges that may adversely impact EverBank’s business.

EverBank or EverBank’s third-party (or fourth-party) vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services, or products. The development and use of AI presents a number of risks and challenges to EverBank’s business. The legal and regulatory environment relating to

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AI is uncertain and rapidly evolving, both in the U.S. and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment, and other laws applicable to the use of AI. These evolving laws and regulations could require changes in EverBank’s implementation of AI technology and increase EverBank’s compliance costs and the risk of non-compliance. AI models, particularly generative AI models, may produce output or take action that is incorrect, that reflects biases included in the data on which they are trained, that results in the release of private, confidential, or proprietary information, that infringes on the intellectual property rights of others, or that is otherwise harmful. In addition, the complexity of many AI models makes it difficult to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias, and complying with regulations that require documentation or explanation of the basis on which decisions are made. Further, EverBank may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which EverBank may have limited visibility. Any of these risks could expose EverBank to liability or adverse legal or regulatory consequences and harm EverBank’s reputation and the public perception of EverBank’s business or the effectiveness of EverBank’s security measures.

Fraud remains an elevated risk for EverBank and for all banks, and as such, EverBank may experience increased losses due to fraud.

Like the financial services industry overall, fraud risk continues to be a significant risk for EverBank. For example, deposit fraud (check kiting, ACH, wire fraud, etc.) continue to be significant sources of fraud attempts and losses in EverBank’s consumer banking business. Moreover, EverBank’s commercial clients have experienced increased levels of financial fraud risk as well, often requiring EverBank’s involvement and assistance because of EverBank’s banking relationship with these clients. In addition to cybersecurity risks, new techniques, including some aided by AI technologies, have made it easier for bad actors to obtain and use client personal information, mimic signatures, and otherwise create false documents that look genuine. Fraud schemes are broad and can include debit card/credit card fraud, check fraud, NSF fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, impersonation of EverBank’s clients through the use of falsified or stolen credentials, employee fraud, information fraud, and other malfeasance. The methods used to perpetrate and combat fraud continue to evolve as technology changes and more tools for access to financial services emerge, such as real-time payments. In particular, in recent years, fraud attempted at EverBank, National Association has evolved from activity primarily perpetrated by individuals to large scale fraud activity coordinated by sophisticated criminal rings, with such rings running mule scams and impersonation scams that have impacted a greater number of EverBank’s customers. Criminals are also turning to new sources to steal personal information in order to impersonate EverBank’s clients to commit fraud. See “—EverBank is exposed to risks associated with EverBank’s computer systems and networks, third-party provider systems and networks and online commerce, including cybersecurity breaches that could result in theft, loss or unauthorized access to, or use or disclosure of, information, including personal information” for more information regarding risks related to cybersecurity breaches. In addition, when EverBank originates loans, EverBank relies heavily upon information supplied by loan applicants and third parties, including the information contained in the loan application, property appraisal, title information and employment and income documentation provided by third parties. If any of this information is misrepresented and such misrepresentation is not detected prior to loan funding, EverBank generally bears the risk of loss associated with the misrepresentation.

EverBank’s anti-fraud actions are both preventative (anticipating lines of attack, educating employees and clients, making operational changes) and responsive (remediating actual attacks). EverBank has established policies, processes, and procedures to identify, measure, monitor, mitigate, report, and analyze these risks. EverBank continues to invest in systems, resources, and controls to detect and prevent fraud. There are inherent limitations, however, to EverBank’s risk management strategies, systems, and controls as they may exist, or develop in the future. EverBank may not appropriately anticipate, monitor, or identify these risks. If EverBank’s risk management framework proves ineffective, EverBank could suffer unexpected losses, EverBank may have to expend resources detecting and correcting the failure in EverBank’s systems, and EverBank may be subject to potential claims from third parties and government agencies. EverBank may also suffer reputational damage. Any of these consequences could adversely affect EverBank’s business, financial condition or results of operations.

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EverBank is required by law to promptly report certain transactions for which EverBank detects known or suspected fraud, and regulators often advise banks of new schemes to enable the entire industry to adapt as quickly as possible. However, some level of fraud loss is unavoidable, and the risk of loss cannot be eliminated.

EverBank’s reputation and business could be damaged by negative publicity.

Reputational risk, including as a result of negative publicity, is inherent in EverBank’s business. Negative publicity can result from actual or alleged conduct in a number of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, inadequate protection of customer data, illegal or unauthorized acts taken by third parties that supply products or services to EverBank, and ethical behavior of EverBank’s employees. Damage to EverBank’s reputation could adversely impact EverBank’s ability to attract new, and maintain existing, loan and deposit customers, employees and business relationships, and could result in increased regulatory scrutiny. Any such damage to EverBank’s reputation could exacerbate the other risks that EverBank faces and have a material adverse effect on EverBank’s business, financial position, results of operations and cash flows.

EverBank is dependent on key personnel and the growth of EverBank’s existing business lines and expansion into new products and services will require EverBank to attract new and retain key talent.

EverBank’s future success significantly depends on the continued services and performance of EverBank’s key management personnel. EverBank does not maintain “key person” insurance. EverBank believes EverBank’s management team’s depth and breadth of experience in the banking industry is integral to executing EverBank’s business plan. In addition, the growth of EverBank’s existing business lines and expansion into new products and services will require EverBank to attract new and retain key talent. The loss of the services of members of EverBank’s senior management team or other key employees or the inability to attract additional qualified personnel as needed could have a material adverse effect on EverBank’s business, financial position, results of operations and cash flows.

EverBank is subject to extensive government regulation and supervision.

EverBank operates in a highly regulated industry and is subject to a wide array of laws and regulations, including banking and consumer lending laws and regulations, that apply to every aspect of EverBank’s business and these laws can be uncertain and evolving. EverBank is subject to examination, supervision, and comprehensive regulation by various agencies, including the Federal Reserve Board (including through the examination and supervision authority of FRB Atlanta), the OCC, the FDIC, and the Consumer Financial Protection Bureau (the “CFPB”) and to a lesser extent, and in limited instances, certain state regulators. For additional information regarding laws and regulations to which EverBank is subject, see the section entitled “Description of EverBank’s Business” in this proxy statement.

EverBank’s compliance with these regulations is costly and potentially restricts certain of EverBank’s activities. For example, EverBank must obtain approval from EverBank’s regulators before engaging in certain activities, and EverBank’s regulators have the ability to compel EverBank to take, or restrict EverBank from taking, certain actions entirely, such as increasing dividends, entering into merger or acquisition transactions, acquiring or establishing new branches, and entering into, divesting or conforming certain businesses.

Additionally, banking agencies regularly conduct examinations of EverBank’s business, including compliance with applicable laws and regulations. If, as a result of an examination, a banking agency were to determine that the financial condition, capital resources, asset quality, asset concentration, earning prospects, management, liquidity, sensitivity to market risk, consumer compliance, or other aspects of any of EverBank’s operations have become unsatisfactory, or that EverBank or EverBank’s management is in violation of any law or regulation, it could take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in EverBank’s capital or liquidity, to restrict EverBank’s growth, to change the asset composition of EverBank’s portfolio or balance sheet, to assess civil money penalties against EverBank’s officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate EverBank’s deposit insurance or appoint a receiver or conservator.

Certain laws and regulations, and any interpretations and applications, are generally intended primarily for the protection of EverBank’s depositors, EverBank’s customers, the financial system and the FDIC insurance fund, not

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EverBank’s shareholders or creditors. Applicable rules and regulations may affect EverBank disproportionately compared to EverBank’s competitors or in an unforeseen manner. If EverBank becomes subject to any regulatory actions or fails to comply with the laws and regulations to which EverBank is subject, even if the failure was inadvertent or reflects a difference in interpretation or conflicting legal requirements, EverBank could be subject to restrictions on EverBank’s business activities, fines, criminal sanctions and other penalties, and/or damage to EverBank’s reputation with regulators, EverBank’s customers or the public, all of which could adversely affect EverBank’s business, financial position or results of operations. Hiring, training and retaining qualified compliance and legal personnel, and establishing and maintaining risk management and compliance-related systems, infrastructure and processes, is difficult and may lead to increased expenses. Further, implementation of new rules could require additional cost and negatively impact operating results.

The legislative and regulatory environment is beyond EverBank’s control, may change rapidly and unpredictably, and may negatively influence EverBank’s revenue, costs, earnings, growth, liquidity and capital levels. New and existing regulations and guidance issued by regulatory agencies may adversely affect EverBank’s ability to carry on EverBank’s business activities. Any of the laws or regulations to which EverBank is subject, regulations or their interpretations, may be modified or changed from time to time, and EverBank cannot be assured that such modifications or changes will not adversely affect EverBank.

Regulatory responses in connection with severe market downturns or unforeseen stress events may alter or disrupt EverBank’s planned future strategies and actions. Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole and the general economic climate and the U.S. Treasury market could have a negative impact on perceptions about the strength and soundness of EverBank’s business even if EverBank is not subject to the same adverse developments.

EverBank is required to maintain capital to meet regulatory requirements.

EverBank and EverBank, National Association must each meet regulatory capital requirements and maintain sufficient liquidity. Banking institutions experiencing growth, especially those making acquisitions, are expected by applicable regulatory authorities to hold additional capital above regulatory minimums. From time to time, the regulators implement changes to these regulatory capital adequacy requirements.

Actions (if necessary) to increase capital may adversely affect EverBank. EverBank’s and EverBank, National Association’s ability to raise additional capital, when and if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, including investor sentiment regarding the banking industry and market condition, and governmental activities, many of which are outside EverBank’s control, and on EverBank’s financial condition and performance. Accordingly, EverBank cannot assure you that EverBank or EverBank, National Association will be able to raise additional capital if needed or on terms acceptable to EverBank. If EverBank fails to meet these capital and other regulatory requirements, EverBank’s financial condition, liquidity and results of operations would be materially and adversely affected.

A failure by EverBank or EverBank, National Association to remain “well capitalized” for bank regulatory purposes could affect customer confidence, EverBank’s ability to grow, EverBank’s costs of funds, and FDIC insurance costs, EverBank’s ability to pay dividends on common stock and make distributions on EverBank’s trust preferred securities, EverBank’s ability to make acquisitions or engage in new activities, and EverBank’s business, results of operations and financial condition. Similarly, a failure by EverBank or EverBank, National Association to satisfy certain regulatory capital buffer requirements could restrict EverBank’s ability to make capital distributions and certain other discretionary payments.

In addition, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and longstanding Federal Reserve Board policy, bank holding companies, including EverBank, are required to act as a source of financial and managerial strength for their subsidiary banks and to commit resources to support such subsidiary banks. Under this “source of strength” doctrine, the Federal Reserve Board may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection to the subsidiary bank may be required at times when the holding company may not have the resources to provide it and therefore may be required to borrow the funds or raise capital. Any loans by a holding company to its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of

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a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the institution’s general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by the bank holding company in order to make the required capital injection becomes more difficult and expensive and will adversely impact the bank holding company’s financial position, results of operations, and future prospects.

EverBank is subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which could increase the cost of doing business, compliance risks and potential liability.

EverBank is subject to complex and evolving laws, regulations, rules, standards and contractual obligations governing data privacy and cybersecurity, which may differ and potentially conflict in various jurisdictions, and any failure to comply with these laws, regulations, rules, standards and contractual obligations could expose EverBank to liability and/or reputational damage. As new data privacy and cybersecurity-related laws, regulations, rules and standards are implemented, the time and resources needed for EverBank to comply with such laws, regulations, rules and standards, as well as EverBank’s potential liability for non-compliance and reporting obligations in the case of cyber-attacks or other similar incidents, may significantly increase. Compliance with these laws, regulations, rules and standards may require EverBank to change EverBank’s policies, procedures and technology for cybersecurity, which could, among other things, make EverBank more vulnerable to operational failures and to monetary penalties for breach of such laws, regulations, rules and standards.

In the United States, there are numerous federal, state and local data privacy and cybersecurity laws and regulations governing the collection, sharing, use, retention, disclosure, security, storage, transfer and other processing of personal information. At the federal level, EverBank is subject to, among other laws and regulations, the rules and regulations promulgated under the authority of the Federal Trade Commission and the Gramm Leach Bliley Act (the “GLBA”). Moreover, the U.S. Congress has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which EverBank may be subject if passed. At the state level, EverBank may be subject to laws and regulations such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”). Numerous other states also have enacted, or are in the process of enacting or considering, comprehensive state-level data privacy and cybersecurity laws and regulations that share similarities with the CCPA. Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.

Further, while EverBank strives to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rules and industry standards, EverBank cannot ensure that EverBank’s privacy policies and other statements regarding EverBank’s practices will be sufficient to protect EverBank from claims, proceedings, liability or adverse publicity relating to data privacy and cybersecurity. Although EverBank endeavors to comply with EverBank’s privacy policies, EverBank may at times fail to do so or be alleged to have failed to do so. The publication of EverBank’s privacy policies and other documentation that provide promises and assurances about data privacy and cybersecurity can subject EverBank to potential government or legal action if they are found to be deceptive, unfair, or misrepresentative of EverBank’s actual practices. Any concerns about EverBank’s data privacy and cybersecurity practices, even if unfounded, could damage EverBank’s reputation and adversely affect EverBank’s business.

Any failure or perceived failure by EverBank to comply with EverBank’s privacy policies, or applicable data privacy and cybersecurity laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal information, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, proceedings or actions against EverBank, legal liability, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could harm EverBank’s reputation, distract EverBank’s management and technical personnel, increase EverBank’s costs of doing business, adversely affect the demand for EverBank’s products and services, and ultimately result in the imposition of liability, any of which could have a material adverse effect on EverBank’s business, financial condition and results of operations.

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Tax law changes could adversely affect EverBank’s financial position and results of operations.

EverBank is subject to federal and applicable state tax laws and regulations. Changes in these tax laws and regulations, some of which may be retroactive to previous periods, could increase EverBank’s effective tax rates and expected income tax expense and taxes payable and, as a result, could negatively affect EverBank’s current and future financial performance. Such changes may also negatively impact the financial position of EverBank’s customers and/or overall economic conditions.

Furthermore, tax laws and regulations are often complex and require interpretation. In the normal course of business, EverBank is routinely subject to examinations and challenges from federal and applicable state tax authorities regarding the amount of taxes due in connection with investments EverBank has made and the businesses in which EverBank has engaged. The challenges made by tax authorities may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. If any such challenges are made and are not resolved in EverBank’s favor, they could have a material adverse effect on EverBank’s business, financial condition and results of operations.

EverBank’s “branch-lite” business model may attract regulatory criticism.

EverBank’s current business plan provides for the growth of EverBank, National Association through digital initiatives, supplemented by more traditional branch banking. Bank regulators may become less amenable to non-traditional banking models for a variety of reasons, including during times of economic uncertainty or banking instability. As a result, EverBank may experience increased oversight and scrutiny from banking regulators and may be required to make certain changes to EverBank’s business plan and operations in the future, which could adversely affect EverBank’s business, results of operations and financial condition.

EverBank has in the past been and may in the future be the subject of litigation, investigations and other proceedings which could result in legal liability and damage to EverBank’s reputation.

EverBank and certain of EverBank’s directors, officers and subsidiaries are named from time to time as defendants in litigation relating to EverBank’s business and activities. Past, present and future litigation has included or could include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. EverBank is also involved from time to time in other reviews, investigations and proceedings (both formal and informal) by governmental, law enforcement and self-regulatory agencies regarding EverBank’s business. These matters could result in adverse judgments, settlements, fines, penalties, injunctions, amendments and/or restatements of EverBank’s financial statements, determinations of material weaknesses in EverBank’s disclosure controls and procedures or other relief. Substantial legal liability or significant regulatory action against EverBank, even if such matters are ultimately determined in EverBank’s favor, could materially adversely affect EverBank’s business, financial position or results of operations, cause significant reputational harm to EverBank’s business, divert management attention from the operation of EverBank’s business and/ or result in additional litigation.

In addition, Sterling Bank was previously under formal investigation by the OCC for certain aspects of its Bank Secrecy Act/Anti-Money Laundering compliance program and its credit administration, including its former residential loan product, marketed as the Advantage Loan Program, which it resolved through a plea agreement (the “Plea Agreement”) with the U.S. Department of Justice (the “DOJ”) on July 19, 2023. Under the stock purchase agreement with Sterling Bancorp, Inc. (“Sterling Bancorp”), Sterling Bancorp agreed to indemnify EverBank from all losses customary for similar transactions and any other liabilities, obligations and commitments arising as a result of Sterling Bancorp being a publicly traded company or being subject to the Plea Agreement with the DOJ. However, Sterling Bancorp will not be liable to EverBank for any losses for any individual claim less than $50,000 or any losses unless such losses exceed an aggregate amount equal to $2,610,000. Accordingly, with the acquisition of Sterling Bank, these matters may result in adverse consequences to EverBank.

Moreover, in recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders. EverBank has been and, in the future, could become subject to claims based on this or other evolving legal theories. Moreover, banks have recently faced increased scrutiny and litigation related to their practices involving the introduction of new savings account products having higher interest rates than existing savings account products.

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PARTIES TO THE MERGER

WaFd, Inc.

WaFd, Inc. is the registered bank holding company for WaFd Bank, a federally insured Washington state-chartered commercial bank. WaFd Bank was founded on April 24, 1917 in Ballard, Washington, and is engaged primarily in providing lending, depository, insurance and other banking services to consumers, mid-sized to large businesses, and owners and developers of commercial real estate. WaFd, Inc., a Washington corporation, was formed as WaFd Bank’s holding company in November 1994, and is headquartered in Seattle, Washington. Shares of WaFd common stock are traded on Nasdaq under the symbol “WAFD.”

WaFd’s principal executive offices are located at 425 Pike Street, Seattle, Washington 98101 and its telephone number is (206) 624-7930.

For additional information about WaFd and its subsidiaries, see the documents incorporated by reference in this proxy statement in the section entitled “Where You Can Find More Information.”

EverBank Financial Corp

EverBank Financial Corp, a Delaware corporation, is a bank holding company that has elected to be treated as a financial holding company and conducts its banking operations through its wholly owned subsidiary EverBank, National Association, a diversified national bank headquartered in Jacksonville, Florida, with operations in California, New York, New Jersey, Missouri, North Carolina, Texas and Illinois. EverBank serves more than 400,000 customer accounts and distributes its banking products and services through an online banking platform, 39 full-service financial centers in California, Florida and New York and a strategic relationship with TIAA for deposit sweep and bank referral arrangements. EverBank is not a publicly traded company. Shares of EverBank common stock are held by private investors, including funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, along with TIAA.

EverBank’s principal executive offices are located at 301 West Bay Street, Jacksonville, Florida 32202 and its telephone number is (904) 623-8323.

For additional information about EverBank, please see the sections entitled “Description of EverBank’s Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of EverBank.”

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THE SPECIAL MEETING

WaFd is furnishing this proxy statement as part of the solicitation of proxies by the WaFd board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held virtually on [•], 2026, at [•] a.m. Pacific Time. To attend the special meeting online, please visit https://www.virtualshareholdermeeting.com/WAFD2026SM. You will need a 16-digit control number to participate in the virtual meeting.

To participate in the virtual meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may submit questions in advance of the special meeting or during the special meeting. To submit a question in advance, you must go to www.proxyvote.com and use your 16-digit control number. To submit a question during the meeting, you must first join the meeting with your 16-digit control number. We encourage you to access the meeting prior to the start time. Online check-in will begin at [•], and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call (844) 986-0822 (U.S.) or (303) 562-9302 (International) for assistance.

Purpose of the Special Meeting

At the special meeting, shareholders of record will be asked to consider and vote on the following proposals:

Recommendation of the WaFd Board

After careful consideration, on September 5, 2026, the WaFd board unanimously (a) determined that the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein (including the bylaws amendment) are advisable and in the best interests of WaFd and its shareholders, (b) approved the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein and approved the bylaws amendment and (c) recommended that WaFd’s shareholders approve the issuance of shares of WaFd common stock contemplated by the merger agreement.

The WaFd board unanimously recommends that you vote “FOR” the stock issuance proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Record Date and Quorum

Each holder of record of shares of WaFd common stock as of the close of business on the record date is entitled to receive notice of, and to vote at, the special meeting. You will be entitled to one vote for each share of WaFd common stock that you owned on the record date. As of [•], 2026, the record date, there were [•] shares of WaFd common stock issued and outstanding and entitled to vote at the special meeting. The presence at the special meeting, virtually or by proxy, of the holders of shares of the outstanding WaFd common stock representing a majority of the voting power of all outstanding shares of WaFd common stock entitled to vote at the special meeting constitutes a quorum for the special meeting.

If you are a shareholder of record of WaFd common stock and you vote by mail, by telephone or through the internet or at the special meeting via the virtual meeting website, then your shares of WaFd common stock will be counted as part of the quorum. If you are a “street name” holder of shares of WaFd common stock and you provide

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your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares of WaFd common stock and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.

All shares of WaFd common stock held by shareholders of record that are present at the special meeting virtually or represented by proxy and entitled to vote at the special meeting, regardless of how such shares are voted or whether such shareholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

Vote Required for Approval

The stock issuance proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the stock issuance proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the stock issuance proposal.

The compensation proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the compensation proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the compensation proposal.

Whether or not a quorum is present, the adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the adjournment proposal. A failure to vote or otherwise be present at the special meeting will have no effect on the adjournment proposal.

Effect of Abstentions; Broker Non-Votes

The stock issuance proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy. Therefore, abstentions will have no effect on this proposal.

The compensation proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy. Therefore, abstentions will have no effect on this proposal.

Whether or not a quorum is present, the adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy. Therefore, abstentions will have no effect on this proposal.

A broker non-vote with respect to WaFd common stock occurs when (a) shares of WaFd common stock held by a bank, broker or other nominee are represented, virtually or by proxy, at a meeting of WaFd shareholders, (b) the bank, broker or other nominee has not received voting instructions from the beneficial owner on a particular proposal and (c) the bank, broker or other nominee does not have the discretion to direct the voting of the shares of WaFd common stock on a particular proposal but has discretionary voting power on other proposals. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters but may not exercise discretion and therefore will not vote on non-routine matters if instructions are not given.

Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters. As a result, there will not be any broker non-votes at the special meeting.

Accordingly, if your shares of WaFd common stock are held in “street name,” a bank, broker, trust or other nominee will NOT be able to vote your shares, and your shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the approval of the stock issuance proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of the stock issuance proposal (assuming a quorum is

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present). Because the approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on such proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of the adjournment proposal.

Voting by WaFd’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of WaFd were entitled to vote [•] shares of WaFd common stock, representing approximately [•]% of the shares of WaFd common stock issued and outstanding on that date. WaFd currently expects that WaFd’s directors and executive officers will vote their shares in favor of the stock issuance proposal, the compensation proposal and the adjournment proposal, although none of them has entered into any agreements obligating them to do so.

How to Vote

Shareholders have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the internet. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and internet voting facilities for shareholders of record will close at 11:59 p.m. Eastern Time (i.e., 8:59 p.m. Pacific Time) on the day immediately preceding the date of the special meeting.

If you submit your proxy by mail, by telephone or through the internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your shares will be voted in favor of that proposal. If you indicate “ABSTAIN” on a proposal to be voted, it will have no effect on the stock issuance proposal, the compensation proposal or the adjournment proposal.

If you wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of WaFd common stock, your bank, broker, trust or other nominee will not be able to vote your shares on the proposals.

If you wish to vote at the special meeting and your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting. Obtaining a legal proxy may take several days. If you hold shares through a broker or other nominee, you will need your legal proxy available when you access the virtual meeting web page.

If you do not submit a proxy or otherwise vote your shares of WaFd common stock in any of the ways described above, assuming a quorum is present, it will have no effect on the approval of the stock issuance proposal, the compensation proposal or the adjournment proposal.

Revocation of Proxies

Any proxy given by a shareholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

“Street name” holders of shares of WaFd common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later date or time if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes

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cast at the special meeting to approve the stock issuance proposal or if a quorum is not present at the special meeting. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed. Your shares of WaFd common stock will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or, if no instructions were provided, “FOR” the proposal.

Whether or not a quorum is present, approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved).

The adjourned meeting may take place without further notice other than by an announcement made at the special meeting unless the adjournment is for more than 120 days thereafter or, if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the special meeting.

Additionally, our bylaws provide that if less than a majority of the votes entitled to be cast on a matter are represented at the special meeting, a majority of the votes so represented may adjourn the special meeting from time to time without further notice if the new date, time or place is announced at the special meeting before the adjournment.

Solicitation of Proxies

WaFd is paying the cost of printing and mailing proxy materials. In addition to the solicitation of proxies by mail, solicitation may be made by our directors, officers and other associates by personal interview, telephone, facsimile or electronic mail. No additional compensation will be paid to these persons for solicitation. In addition, WaFd has engaged MacKenzie Partners, Inc. to assist in distributing proxy materials and soliciting proxies and has agreed to pay a base fee of $18,500, plus reimbursement of its out-of-pocket expenses, for its services to be rendered on behalf of WaFd. We will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of WaFd common stock.

Tabulation of Votes

Broadridge Financial Solutions, Inc. will tabulate the votes cast at the special meeting.

Questions and Additional Information

For additional questions about the special meeting, assistance in submitting proxies or voting shares of WaFd common stock, or additional copies of this proxy statement or the enclosed proxy card, please (a) write to Cathy Cooper, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101; (b) call (206) 624-7930; or (c) contact WaFd’s proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at 1-800-322-2885.

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PROPOSAL 1: STOCK ISSUANCE PROPOSAL

WaFd is asking its shareholders to approve, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of WaFd common stock pursuant to the merger agreement.

The WaFd board unanimously recommends that the shareholders vote “FOR” the stock issuance proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, then your shares of WaFd common stock represented by such proxy card will be voted “FOR” the stock issuance proposal.

The approval of this proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the stock issuance proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the stock issuance proposal.

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PROPOSAL 2: COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, WaFd is seeking a non-binding, advisory shareholder approval of the compensation of WaFd’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of WaFd’s Directors and Executive Officers in the Merger.” The proposal gives WaFd shareholders the opportunity to express their views on the merger-related compensation of WaFd’s named executive officers.

The advisory vote on the compensation proposal is a vote separate and apart from the votes on the stock issuance proposal and the adjournment proposal. Accordingly, you may vote to approve the stock issuance proposal and/or the adjournment proposal and vote not to approve the compensation proposal, and vice versa. The approval of the compensation proposal by WaFd shareholders is not a condition to the completion of the merger. If the merger is completed, the merger-related compensation will be paid to WaFd’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if WaFd shareholders fail to approve the advisory vote regarding merger-related compensation.

The WaFd board unanimously recommends that shareholders vote “FOR” the compensation proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, then your shares of WaFd common stock represented by such proxy card will be voted “FOR” the compensation proposal.

The approval of this proposal requires, assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the compensation proposal. Assuming a quorum is present, a failure to vote or otherwise be present at the special meeting will have no effect on the compensation proposal.

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PROPOSAL 3: ADJOURNMENT PROPOSAL

WaFd’s shareholders may be asked to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the stock issuance proposal.

The WaFd board unanimously recommends that shareholders vote “FOR” the adjournment proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, then your shares of WaFd common stock represented by such proxy card will be voted “FOR” this proposal.

Whether or not a quorum is present, the approval of this proposal requires the affirmative vote of a majority of the votes cast at the special meeting, whether virtually or represented by proxy (meaning that of the votes cast at the special meeting, a majority of them must be voted “for” the proposal for it to be approved). Abstentions will have no effect on the adjournment proposal. A failure to vote or otherwise be present at the special meeting will have no effect on the adjournment proposal.

For a description of the notice requirements applicable to an adjourned meeting, see the section entitled “The Special Meeting—Adjournments and Postponements.”

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THE MERGER

Overview

WaFd entered into the merger agreement with EverBank on September 6, 2026. Under the terms of the merger agreement, subject to the satisfaction or waiver of specified closing conditions, EverBank will merge with and into WaFd, with WaFd continuing as the surviving corporation in the merger and electing to be treated as a financial holding company. Immediately following the merger, the surviving corporation will change its name to EverBank Financial Corp and WaFd Bank will merge with and into EverBank, National Association, with EverBank, National Association continuing as the surviving bank in the bank merger. The WaFd board has determined that the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein (including the bylaws amendment) are advisable and in the best interests of WaFd and its shareholders and has approved the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein and approved the bylaws amendment.

If the merger is completed, each outstanding share of EverBank common stock, other than certain shares as set forth in the merger agreement, will be converted into, and cancelled in exchange for, the right to receive a number of shares of WaFd common stock equal to the exchange ratio. Holders of EverBank common stock will receive cash in lieu of fractional shares. As of the date of this proxy statement, WaFd estimates that approximately 107.3 million shares of WaFd common stock, on a fully diluted basis, will be issued at the closing.

Background of the Merger

As part of the ongoing consideration and evaluation of WaFd’s long-term prospects and strategies, WaFd’s board of directors (the “board” or “WaFd’s board”) and management have regularly reviewed WaFd’s strategic options and prospects, with the goal of enhancing value for its shareholders. WaFd has been publicly traded since its initial public offering (“IPO”) in November 1982 and has delivered meaningful returns to shareholders with total shareholder return at approximately 36,000% since the IPO through the trading date immediately prior to the announcement of the merger with EverBank. WaFd’s board regularly reviews changes in the market over time and risks to WaFd’s business model going forward in order to best position WaFd to deliver value for its shareholders over the long-term.

These reviews have focused on, among other things, WaFd’s strategy to become a diversified commercial bank, prospects and developments in the financial services industry, the importance of scale and the necessary investments in technology and human capital required to meet WaFd’s strategic goals given the competitive landscape, and strategic alternatives and potential acquisition or business combination opportunities.

In connection with these reviews, Mr. Brent Beardall, WaFd’s chief executive officer, periodically engaged in high-level, exploratory discussions with representatives of other financial institutions (not including EverBank), ranging from smaller institutions to institutions of comparable size and larger institutions, relating to potential strategic alternatives, including possible business combination opportunities, and regularly updated WaFd’s board of directors on these discussions. None of these discussions advanced beyond a preliminary stage or resulted in specific proposals or transaction terms.

Mr. Beardall and Mr. Greg Seibly, EverBank’s chief executive officer, have known each other for two decades and from time to time have discussed their general views with respect to market conditions and industry trends, challenges and opportunities, particularly with regard to the current operating environment, the mergers and acquisitions landscape, the importance of technology investment and the need for scale to remain competitive, and other matters of mutual interest to their respective institutions. These discussions occurred during the course of investor and banking industry conferences and other settings but did not include discussions regarding any potential merger or other business combination involving WaFd.

In February 2026, the two chief executive officers had a conversation during which Mr. Seibly informed Mr. Beardall that EverBank was beginning to engage in a process to explore strategic alternatives that could provide a liquidity path for its major investors. Mr. Seibly advised that alternative liquidity paths could include a sale, a reverse merger or an initial public offering. Messrs. Seibly and Beardall discussed that a combination of WaFd and EverBank could be worth exploring further given the complementary nature of the two franchises. Mr. Seibly noted

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that EverBank’s major investors were focused initially on gauging interest from other financial institutions in a possible acquisition of EverBank as opposed to a reverse merger with a company like WaFd but would keep Mr. Beardall informed of any relevant updates. Mr. Beardall briefed Stephen Graham, WaFd’s chairman of the board of directors, regarding such conversation.

After such conversation and from time to time through April 2026, the two chief executive officers spoke to each other about their respective companies, with Mr. Seibly visiting Mr. Beardall in Seattle on April 14, 2026 where the two discussed WaFd’s and EverBank’s respective businesses, operations and strategies and Mr. Seibly updated Mr. Beardall on EverBank’s transformation of its business since Mr. Seibly’s appointment as EverBank chief executive officer in 2023 and the current strategic process. Mr. Seibly noted that while EverBank continued to gauge interest from other financial institutions in a possible acquisition of EverBank, EverBank and its major investors had developed greater interest in evaluating a merger between EverBank and WaFd given the complementary nature of the two franchises and potential for significant long term shareholder value that could be achieved in such a combination.

At a regularly scheduled board meeting on May 12, 2026, Mr. Beardall updated the WaFd board of directors regarding his conversations with Mr. Seibly, with the board expressing support for Mr. Beardall to continue to engage in such preliminary discussions regarding a potential merger with EverBank.

On May 22, 2026, a representative of EverBank sent Mr. Beardall a draft confidentiality agreement. Following receipt of such draft, Mr. Beardall informed Mr. Seibly that WaFd would conduct an initial preliminary review to learn more about EverBank but would not engage in a comprehensive due diligence review at this time while EverBank was standing up a process to secure indications of interest from financial institutions seeking to acquire EverBank. On May 28, 2026, WaFd and EverBank entered into a mutual confidentiality agreement.

On June 5, 2026, Mr. Seibly asked Mr. Beardall to meet to discuss EverBank’s interest in pursuing a potential merger transaction with WaFd, the complementary nature of the two franchises and the potential benefits of such a transaction.

On June 17, 2026, Mr. Seibly and Robert Radway, EverBank’s chairman of the board of directors, met with Mr. Beardall in Seattle to discuss the feasibility, benefits and risks of a possible merger of EverBank and WaFd. Mr. Seibly and Mr. Radway also informed Mr. Beardall that while EverBank was continuing to run its process with other financial institutions expressing interest in acquiring EverBank, given the developments in the process to date EverBank was also interested in more actively exploring a combination with WaFd given the significant long-term value that they believed could be created for shareholders of the combined company. They told Mr. Beardall that, following this meeting, they expected to deliver a term sheet laying out key financial and governance terms for a possible merger transaction. Mr. Beardall indicated that the interest in exploring a possible merger was mutual and he would review these matters with WaFd’s board of directors and, following such meeting, briefed Stephen Graham, WaFd’s chairman of the board of directors.

On June 25, 2026, Mr. Seibly sent a non-binding term sheet for a potential merger transaction (the “initial term sheet”) to Mr. Beardall, which proposed that EverBank stockholders would own approximately 59.6% of the combined company and WaFd shareholders would own approximately 40.4% of the combined company. In addition, the initial term sheet outlined a transaction structure in which EverBank would merge into WaFd and provided detail on the management, governance and board composition of the combined company, with a proposed board size of 11 to 13 directors, Mr. Radway to serve as chairman, Mr. Seibly to serve as chief executive officer and Mr. Beardall to serve as president.

On July 2, 2026, WaFd’s board of directors held a meeting to discuss a potential merger with EverBank. Mr. Beardall updated the board on his discussions with EverBank and provided the board an overview of EverBank’s business and the initial term sheet received from EverBank. Representatives of Keefe, Bruyette & Woods (“KBW”), WaFd’s financial advisor, joined for a portion of the meeting to provide the board with an overview of the current state of the banking industry and review financial matters for the board to consider in evaluating a potential merger with EverBank, including both potential financial benefits and risks that could result from such a merger. The board discussed such matters along with WaFd’s prior contacts with other financial institutions regarding strategic alternatives, including possible business combination opportunities (none of which advanced beyond a preliminary stage or resulted in specific proposals or transaction terms) and the risks and challenges to implementing WaFd’s stand-alone plan to become a diversified commercial bank. Following discussion, WaFd’s directors expressed their support for Mr. Beardall continuing to discuss a potential merger with

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EverBank and directed Mr. Beardall and other members of WaFd management to begin a comprehensive due diligence review of EverBank and an assessment of the benefits and risks of such a transaction and prepare a data room that would allow EverBank to conduct due diligence on WaFd.

From July 2, 2026 through the execution of the merger agreement, WaFd and EverBank exchanged information regarding the WaFd and EverBank businesses and conducted mutual due diligence.

On July 10, 2026, WaFd engaged Simpson Thacher & Bartlett LLP (“Simpson Thacher”) as legal advisor to WaFd.

On July 17, 2026 and July 23, 2026, WaFd’s board of directors met to discuss the potential merger with EverBank and the initial term sheet, including the ownership percentage split and the management, governance and board composition of the combined company, along with the fact that EverBank was continuing to run its process with other financial institutions expressing interest in acquiring EverBank. At the meeting on July 23, 2026, KBW reviewed financial matters relating to a potential range of ownership splits between the WaFd and EverBank shareholders and Simpson Thacher discussed with the board certain legal considerations, including the directors’ fiduciary duties in connection with their consideration of a potential merger with EverBank. WaFd management detailed its plan to conduct comprehensive due diligence and its strategy to use both internal resources and external diligence consultants, with key areas of focus to include the quality of EverBank’s balance sheet and durability of earnings of the combined company.

On July 28, 2026, Mr. Radway and Patrick Rusnak, EverBank’s chief financial officer, had dinner with Mr. Beardall in New York to discuss the potential merger and the initial term sheet, and on the following day, Mr. Beardall and Erin Hill, an independent director on WaFd’s board of directors, met in New York with the EverBank board of directors and representatives of certain of EverBank’s major investors to discuss WaFd’s business, operations and strategy, the opportunities to create a well-capitalized, $75 billion diversified commercial bank through a merger between EverBank and WaFd and the potential benefits and risks with respect to such a transaction.

On July 31, 2026, Mr. Beardall sent comments on the initial term sheet to Mr. Seibly, with a proposed revised ownership split where EverBank stockholders would own approximately 57.8% of the combined company and WaFd shareholders would own approximately 42.2% of the combined company.

On August 2, 2026, Mr. Seibly met with Mr. Graham and Mr. Beardall in Seattle to discuss the potential merger and the initial term sheet, with Mr. Seibly noting that while EverBank continued to explore a strategic alternative with another financial institution, EverBank and its major investors remained very interested in also exploring a combination with WaFd given the significant long-term value that they believed could be created for shareholders of the combined company.

On August 10, 2026, Mr. Seibly sent a letter to Mr. Beardall that proposed an ownership split in which WaFd shareholders would own approximately 40.4% of the combined company, along with a more detailed non-binding term sheet (the “long form term sheet”) that included (i) terms with respect to management, governance and board composition of the combined company consistent with the initial term sheet and (ii) detailed provisions regarding other terms for a definitive merger agreement and a shareholders agreement between EverBank’s shareholders and WaFd.

On August 11, 2026, WaFd’s board of directors met and reviewed the long form term sheet with WaFd management, Simpson Thacher and KBW, and on August 12, 2026, Mr. Beardall sent Mr. Seibly comments on the long form term sheet, proposing a revised ownership split where EverBank stockholders would own approximately 58.75% of the combined company and WaFd shareholders would own approximately 41.25% of the combined company. Mr. Beardall also sent a draft exclusivity agreement with restrictions ending on September 13, 2026.

From August 12 through August 17, 2026, WaFd and EverBank, with the assistance of the parties’ respective legal and financial advisors, negotiated the long form term sheet and exclusivity agreement (which did not prohibit EverBank from continuing to facilitate other parties’ evaluation of a transaction with EverBank).

WaFd’s board of directors met on August 15, 2026 and August 17, 2026 to discuss the long form term sheet and exclusivity agreement with WaFd’s management, Simpson Thacher and KBW. Mr. Radway and Mr. Seibly joined for a portion of the August 17, 2026 meeting to discuss (and answer questions regarding) their views on the benefits of a possible merger, EverBank’s business and operations, and the integration of the two companies. Following discussion, the WaFd board approved the exclusivity agreement and attached long form term sheet reflecting the parties’ understanding

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regarding key terms for a potential merger negotiated to that point, including: (i) an ownership split with EverBank stockholders owning approximately 59.175% of the combined company and WaFd shareholders owning approximately 40.825% of the combined company; (ii) a combined company board consisting of 13 directors (seven legacy EverBank directors and six legacy WaFd directors); (iii) for a four year period after closing, any replacement to fill a legacy WaFd director seat to be selected by certain remaining legacy WaFd directors; (iv) the right for five of EverBank’s major investors to each nominate one of the seven legacy EverBank directors for a four year period following the closing, subject to maintaining the agreed-upon ownership threshold; (v) Mr. Radway serving as chairman of the board of the combined company; (vi) Mr. Seibly serving as chief executive officer of the combined company; (vii) supermajority protections in the WaFd bylaws regarding certain of the governance provisions (including any change in role or termination of Mr. Beardall or Mr. Seibly); (viii) share transfer restrictions for the EverBank stockholders receiving WaFd common shares in the merger (with the combined company to provide customary registration rights to such holders); (ix) certain merger agreement terms, including regulatory efforts covenants, closing conditions and termination provisions (and a 3.75% termination fee payable in certain situations); and (x) a transaction structure in which EverBank would merge into WaFd (with WaFd the legal acquiror and EverBank the accounting acquiror), immediately followed by WaFd Bank merging into EverBank, N.A. Following the meeting, WaFd and EverBank entered into the exclusivity agreement, with restrictions ending on September 8, 2026.

On August 22, 2026, EverBank’s legal advisor Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) delivered an initial draft of the merger agreement and WaFd bylaw amendments reflecting the agreed governance terms to Simpson Thacher and on August 28, 2026, Wachtell Lipton sent a draft shareholders agreement to Simpson Thacher, in each case based generally on the long form term sheet. From receipt of such drafts through September 6, 2026, the parties continued to negotiate the terms of, and exchanged drafts of, the merger agreement, shareholders agreement, WaFd bylaw amendments and related documentation.

On August 27, 2026, WaFd’s board of directors met to receive updates on the proposed merger and findings from the ongoing due diligence. Representatives of Simpson Thacher and KBW attended the meeting. Mr. Beardall summarized for the board the key rationales and potential benefits of a merger with EverBank, and noted the conversations that management had in recent periods with other financial institutions regarding strategic alternatives, including possible business combination opportunities, none of which had advanced beyond a preliminary stage or resulted in specific proposals or transaction terms. WaFd’s management and diligence consultants discussed with the board WaFd’s due diligence and risk assessment of the proposed merger, including with respect to EverBank’s loan portfolio, deposits, IT systems and integration risk and other legal, regulatory and compliance matters. Representatives of Simpson Thacher discussed with the board the terms of the merger agreement and investor support agreement as negotiated at that point.

From August 30, 2026 through September 6, 2026 the parties and their respective counsel also negotiated the terms of an employment agreement and letter agreement for Mr. Beardall and a letter agreement for Ms. Kim Robison, WaFd’s chief operating officer, containing terms regarding post-closing service arrangements for Mr. Beardall and Ms. Robison with the combined company as described under “—Interests of WaFd’s Directors and Executive Officers in the Merger.” Such agreements were executed on September 6, 2026 following approval by the independent directors on WaFd’s board of directors on September 5, 2026 as described below.

On September 2, 2026, WaFd’s board of directors met to receive further updates on the proposed merger. Representatives of Simpson Thacher and KBW attended the meeting. Mr. Radway and Mr. Seibly joined for a portion of the meeting to discuss (and answer questions regarding) their views on the complementary nature of the two franchises, timing regarding announcement of a transaction, integration matters, interest rate risk mitigation measures and other transaction matters. Representatives of Simpson Thacher reviewed and discussed with the board the terms of the merger agreement, shareholders agreement and bylaw amendments (and, without WaFd management present, discussed with the independent directors the proposed post-closing arrangements with respect to Mr. Beardall and Ms. Robison referred to above). Representatives of KBW reviewed with the board, among other matters, the financial aspects of the proposed merger on a preliminary basis based on the proposed ownership split and resulting exchange ratio as well as potential market reaction.

On September 5, 2026, WaFd’s board of directors met to consider the proposed merger. The independent directors separately discussed without WaFd management present the proposed post-closing arrangements with respect to Mr. Beardall and Ms. Robison as described under “—Interests of WaFd’s Directors and Executive Officers in the Merger.” When the full board reconvened, a Simpson Thacher representative reviewed with the board changes to the transaction documents previously discussed with the board. KBW again reviewed the financial

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aspects of the potential transaction and rendered to WaFd’s board of directors its opinion, which was initially rendered verbally and confirmed in a written opinion dated September 5, 2026, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by KBW as set forth in its written opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to WaFd. See “—Opinion of WaFd’s Financial Advisor.” Following further discussion, during which the directors considered the matters reviewed and discussed at that meeting and prior meetings, including the factors described under the section of this proxy statement entitled “—WaFd’s Reasons for the Merger; Recommendations of the WaFd Board of Directors,” WaFd’s board of directors unanimously (a) determined that the merger agreement, the shareholders agreement and the transactions contemplated by such agreements are advisable and in the best interests of WaFd and its shareholders, (b) approved the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein and approved the WaFd bylaw amendments; and (c) recommended that WaFd’s shareholders approve the issuance of shares of common stock contemplated by the merger agreement. The independent directors approved the post-closing arrangements with respect to Mr. Beardall and Ms. Robison referred to above.

On September 6, 2026, WaFd and EverBank executed the merger agreement and WaFd and EverBank’s major investors, directors and certain of its executive officers executed the shareholders agreement to be effective upon the closing. The transaction was announced on September 7, 2026, in a press release jointly issued by WaFd and EverBank.

WaFd’s Reasons for the Merger; Recommendations of the WaFd Board of Directors

After careful consideration, on September 5, 2026, the WaFd board unanimously (a) determined that the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein (including the bylaws amendment) are advisable and in the best interests of WaFd and its shareholders, (b) approved the merger agreement, the shareholders agreement and the transactions and agreements contemplated therein and approved the bylaws amendment and (c) recommended that WaFd’s shareholders approve the issuance of shares of WaFd common stock contemplated by the merger agreement. In reaching this decision, the WaFd board evaluated the merger agreement, the shareholders agreement, the bylaws amendment, the merger and the other matters contemplated by the transaction documents in consultation with WaFd’s management, as well as with WaFd’s legal and financial advisors and diligence consultants, and considered a number of factors, including the following:

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The WaFd board also considered the potential risks related to the transaction. The WaFd board concluded that the anticipated benefits of combining with EverBank were likely to outweigh these risks substantially. These potential risks included:

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The foregoing discussion of the information and factors considered by the WaFd board is not intended to be exhaustive, but includes the material factors considered by the WaFd board. In reaching its decision to approve the merger agreement, the shareholders agreement, the bylaws amendment and the other transaction documents and the transactions and agreements contemplated therein, the WaFd board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The WaFd board considered all these factors as a whole, including through discussions with, and questioning of, WaFd’s management and WaFd’s outside financial and legal advisors and diligence consultants, and overall considered the factors to support its determination.

For the reasons set forth above, the WaFd board determined that the merger agreement, the shareholders agreement, the bylaws amendment and the transactions contemplated by such agreements are advisable and in the best interests of WaFd and its shareholders and recommended that WaFd’s shareholders approve the issuance of shares of WaFd common stock contemplated by the merger agreement.

In considering the recommendation of the WaFd board, you should be aware that certain directors and executive officers of WaFd may have interests in the merger that are different from, or in addition to, interests of shareholders of WaFd generally and may create potential conflicts of interest. The WaFd board was aware of these interests and considered them when evaluating and negotiating the merger agreement, the shareholders agreement, the bylaws amendment and the other transaction documents, and in recommending to the holders of WaFd common stock that they vote in favor of the stock issuance proposal. See “—Interests of WaFd’s Directors and Executive Officers in the Merger.”

It should be noted that this explanation of the reasoning of the WaFd board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Certain Unaudited Prospective Financial Information

WaFd does not, as a matter of course, publicly disclose forecasts or internal projections as to its future performance, revenues, earnings, financial condition or other results given, among other reasons, the inherent uncertainty of the underlying assumptions and estimates, other than, from time to time, estimated ranges of certain expected financial measures for the current year and certain future years in its regular earnings conference calls, investor conference presentations, press releases and other investor materials.

However, in connection with the merger, WaFd is including in this proxy statement certain unaudited prospective financial information (which we refer to collectively as the “prospective financial information”), with respect to WaFd and EverBank on a standalone basis and without giving effect to the merger (except as expressly

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set forth below under “—Certain Estimated Synergies Attributable to the Merger”). The prospective financial information of WaFd was based on sell-side equity research estimates and was provided to and used by KBW at the direction of WaFd management and with the consent of the WaFd board for the purpose of KBW performing financial analyses in connection with its opinion. The prospective financial information of EverBank was prepared by EverBank senior management and was provided to and used by KBW at the direction of WaFd management and with the consent of the WaFd board for the purpose of KBW performing financial analyses in connection with its opinion. A summary of certain significant elements of this information is set forth below and is included in this proxy statement solely for the purpose of providing WaFd shareholders access to certain nonpublic information made available to KBW and the WaFd board.

The prospective financial information, to the extent prepared by WaFd senior management or EverBank senior management, was prepared in good faith and on a reasonable basis based on the best information available to the preparers at the time of its preparation. There can be no assurance that the forecasts or projections in the prospective financial information will be realized, and actual results may vary materially from those shown in the prospective financial information. Neither WaFd nor EverBank endorses the prospective financial information as necessarily predictive of actual future results.

Furthermore, although presented with numerical specificity, the prospective financial information reflects numerous estimates and assumptions made by WaFd senior management or EverBank senior management or sell-side equity research analysts, as applicable, at the time such prospective financial information was prepared or approved for use by KBW for the purpose of performing financial analyses in connection with its opinion. The prospective financial information represents, as applicable, sell-side equity research analysts’ evaluation or WaFd senior management’s evaluation of WaFd’s expected future financial performance on a standalone basis, EverBank senior management’s evaluation of EverBank’s expected future financial performance on a standalone basis, in each case without reference to the merger, or EverBank senior management’s evaluation of the cost savings anticipated to result from the merger, as expressly set forth below under “—Certain Estimated Synergies Attributable to the Merger.” In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. These and the other estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which WaFd and EverBank operate and the risks and uncertainties described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” of this proxy statement and in the reports that WaFd files with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of WaFd and EverBank and will be beyond the control of the surviving corporation following the completion of the merger. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the merger is completed. Further, these assumptions do not include all potential actions that WaFd senior management or EverBank senior management could or might have taken during these time periods. The inclusion in this proxy statement of the prospective financial information below should not be regarded as an indication that WaFd, the WaFd board or its advisors considered, or now consider, this prospective financial information to be material information to any WaFd shareholders, particularly in light of the inherent risks and uncertainties associated with such prospective financial information.

This information should not be construed as financial guidance and it should not be relied on as such. The prospective financial information is not fact and should not be relied upon as necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change. Except as expressly set forth below under “—Certain Estimated Synergies Attributable to the Merger,” the prospective financial information does not take into account any circumstances or events occurring after the date it was prepared or approved for use, including the transactions contemplated by the merger agreement or the possible financial and other effects on WaFd or EverBank of the merger, and does not attempt to predict or suggest actual future results of the surviving corporation following the completion of the merger or give effect to the merger, including the effect of negotiating or executing the merger agreement, the costs that may be incurred in connection with consummating the merger, the potential synergies that may be achieved by the surviving corporation as a result of the merger, the effect

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on WaFd or EverBank of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the prospective financial information does not take into account the effect of any possible failure of the merger to occur. No assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this proxy statement, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which the surviving corporation would operate after the merger.

The accompanying prospective financial information was prepared separately using, in some cases, different assumptions, and the different estimates are not intended to be added together. Adding the prospective financial information together for the two companies is not intended to represent the results the surviving corporation will achieve if the merger is completed and is not intended to represent forecasted financial information for the surviving corporation if the merger is completed.

By including in this proxy statement a summary of the prospective financial information, neither WaFd nor EverBank nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of WaFd or EverBank compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. Neither WaFd, EverBank nor, after completion of the merger, the surviving corporation undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

The prospective financial information summarized in this section is not being included in this proxy statement in order to induce any WaFd shareholder to vote in favor of the stock issuance proposal or any of the other proposals to be voted on at the special meeting.

The accompanying prospective financial information, to the extent prepared by WaFd or EverBank senior management, was not prepared for the purpose of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or U.S. GAAP.

Subject to the above, the prospective financial information included in this section was derived from sell-side equity research estimates or provided by WaFd’s senior management or EverBank’s senior management, in each case as described in this section. None of Deloitte & Touche LLP (WaFd’s independent registered public accounting firm), PricewaterhouseCoopers LLP (EverBank’s independent registered public accounting firm) or any other independent registered public accounting firm, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Deloitte & Touche LLP and PricewaterhouseCoopers LLP do not express an opinion or any other form of assurance with respect thereto or its achievability and assume no responsibility for the prospective financial information and disclaim any association with the prospective financial information. The reports by Deloitte & Touche LLP and PricewaterhouseCoopers LLP included or incorporated by reference in this proxy statement relate to WaFd’s previously issued financial statements and EverBank’s previously issued financial statements, respectively. They do not extend to the prospective financial information and should not be read to do so.

In light of the foregoing, and taking into account that the special meeting will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, WaFd shareholders are strongly cautioned not to place unwarranted reliance on such information, and WaFd urges all WaFd shareholders to review WaFd’s most recent SEC filings for descriptions of WaFd’s reported financial results and the financial statements of WaFd incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information” in this proxy statement.

Certain “Street” Estimates for WaFd

The following table includes prospective financial information based on sell-side equity research analysts’ estimates as of, or for the years ending, as applicable, December 31, 2026 and 2027, which we refer to collectively as the “WaFd street estimates.” The WaFd street estimates and the following prospective financial information of

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WaFd were used by KBW at the direction of WaFd management and with the consent of the WaFd board for the purpose of KBW performing the financial analyses in connection with its opinion, as described in the section entitled “—Opinion of WaFd’s Financial Advisor.”

WaFd management also provided KBW with (and WaFd management directed KBW to use, with the consent of the WaFd board) (a) estimated long-term annual net income to common shareholders growth rates of 5.0% for the years ending 2028 through 2031 and (b) estimated long-term annual asset growth rates of 3.0% as of each of December 31, 2028, 2029, 2030 and 2031.

Certain Internal Management Projections for EverBank

The following table includes certain estimates for EverBank as of, or for the years ending, as applicable, December 31, 2026, 2027 and 2028, which we refer to collectively as the “EverBank projections.” The EverBank projections were prepared and provided by EverBank senior management, and were used by KBW at the direction of WaFd management and with the consent of the WaFd board for the purpose of KBW performing the financial analyses in connection with its opinion, as described in the section entitled “—Opinion of WaFd’s Financial Advisor.”

EverBank senior management also provided KBW with (and WaFd management directed KBW to use, with the consent of the WaFd board) estimated long-term annual growth rates for EverBank’s net income available to common shareholders of 7.5% for the year ending December 31, 2029 and 5.0% for each of the years ending December 31, 2030 and 2031, and estimated long-term annual growth rates of 3.0% for EverBank’s total assets as of each of December 31, 2029, 2030 and 2031.

Certain Estimated Synergies Attributable to the Merger

EverBank senior management developed and provided to the WaFd board certain prospective financial information relating to the anticipated cost savings to be realized by the surviving corporation beginning in 2027. Such prospective financial information, which we refer to as the “cost synergies,” was provided to KBW by EverBank senior management, and approved by WaFd management with the consent of the WaFd board for the purpose of KBW performing the financial analyses in connection with its opinion, as described in this proxy statement in the section entitled “—Opinion of WaFd’s Financial Advisor.”

The cost synergies consisted of approximately 30.0% of WaFd’s non-interest expense base with an assumed annual growth rate of 3.0%, with 40% of such cost synergies expected to be realized by the end of the 2027 fiscal year, 80% expected to be realized by the end of the second quarter of 2028 and 100% thereafter, resulting in anticipated pre-tax cost savings of approximately $135 million. The total pre-tax restructuring charge in connection with the merger was estimated to be $280 million. The cost synergies assumed a hypothetical December 31, 2026 closing date for the merger.

For further information regarding the uncertainties underlying the synergy estimates and factors associated with realizing synergies in connection with the merger, see the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Opinion of WaFd’s Financial Advisor

WaFd engaged KBW to render financial advisory and investment banking services to WaFd, including an opinion to the WaFd board as to the fairness, from a financial point of view, to WaFd of the exchange ratio in the

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merger. WaFd selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the proposed transaction. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the WaFd board held on September 5, 2026, at which the WaFd board evaluated the proposed transaction. At this meeting, KBW reviewed the financial aspects of the proposed transaction and rendered to the WaFd board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its written opinion, the exchange ratio in the merger was fair, from a financial point of view, to WaFd. The WaFd board approved the merger agreement at such meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this proxy statement and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in rendering its opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the WaFd board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to WaFd. It did not address the underlying business decision of WaFd to engage in the merger or enter into the merger agreement or constitute a recommendation to the WaFd board in connection with the merger, and it does not constitute a recommendation to any holder of WaFd common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter, nor does it constitute a recommendation as to whether or not any such shareholder should enter into a voting, shareholders’, affiliates’ or other agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

At the direction of WaFd, KBW relied upon and assumed for purposes of its analyses and opinion, without independent verification, that the WaFd diluted shares and the EverBank gross diluted shares would be 74,241,050 and 22,927,836, respectively, and the WaFd-share equivalent of the EverBank options exercise price amount would be equal to 6,032,624 and that, as a result thereof, the WaFd issued shares would be 107,610,878 and the exchange ratio in the merger of shares of WaFd common stock for each share of EverBank common stock would be 4.9566x. In connection with this opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of WaFd and EverBank and bearing upon the merger, including among other things, the following:

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KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of WaFd and EverBank regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to or discussed with KBW or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon WaFd management as to the reasonableness and achievability of the publicly available research analyst quarterly “street estimates” of WaFd and the assumed WaFd long-term growth rates, all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the WaFd research analyst quarterly “street estimates” referred to above that the average of such estimates were consistent with, the best currently available estimates and judgments of WaFd management and that the forecasts and projections reflected in such information would be realized in the amounts and in the time periods currently estimated. KBW further relied, with the consent of WaFd, upon EverBank management as to the reasonableness and achievability of the financial and operating forecasts and projections of EverBank and the estimates regarding certain pro forma financial effects of the merger on WaFd (including, without limitation, the cost savings expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that such information was reasonably prepared and represented the best currently available estimates and judgments of EverBank management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods currently estimated by such management.

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It is understood that the foregoing financial information of WaFd and EverBank that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available research analyst quarterly “street estimates” of WaFd referred to above, is based on numerous variables and assumptions that are inherently uncertain and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of WaFd and EverBank and with the consent of the WaFd board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either WaFd or EverBank since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for credit losses and KBW assumed, without independent verification and with WaFd’s consent, that the aggregate allowances for credit losses for each of WaFd and EverBank are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of WaFd or EverBank, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of WaFd or EverBank under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. KBW made note of the classification by each of WaFd and EverBank of its loans and owned securities as either held to maturity or held for investment, on the one hand, or held for sale or available for sale, on the other hand, and also reviewed reported fair value marks-to-market and other reported valuation information, if any, relating to such loans or owned securities contained in the respective financial statements of WaFd and EverBank, but KBW expressed no view as to any such matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act, the Exchange Act and all other applicable federal and state statutes, rules and

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regulations. KBW was further advised by representatives of WaFd that WaFd relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to WaFd, EverBank, the merger and any related transaction, and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the merger to WaFd, without regard to differences between EverBank Class A common stock and EverBank Class B common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank merger), including without limitation, the form or structure of the merger or any such related transaction, the treatment of the outstanding preferred stock of EverBank in connection with the merger, any consequences of the merger or any related transaction to WaFd, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder, finance and reimbursement or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through the date of such opinion. There has been significant volatility in the stock and other financial markets arising from global tensions and political division, economic uncertainty, recently announced actual or threatened imposition of tariff increases, inflation, and prolonged higher interest rates. It was understood that subsequent developments may affect the conclusion reached in KBW’s opinion and that KBW did not have an obligation to update, revise or reaffirm its opinion. KBW expressed no view or opinion as to any changes after the date of such opinion to the WaFd diluted shares, the EverBank gross diluted shares and the WaFd-share equivalent of the EverBank options exercise price amount (and the resulting WaFd issued shares and exchange ratio) from the amounts thereof that KBW was directed to assume for purposes of its analyses and its opinion. KBW’s opinion does not address, and KBW expressed no view or opinion with respect to:

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, WaFd and EverBank. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are

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inherently subject to substantial uncertainty. In addition, KBW’s opinion was among several factors taken into consideration by the WaFd board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the WaFd board with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the proposed transaction was determined through negotiation between WaFd and EverBank and the decision of WaFd to enter into the merger agreement was solely that of the WaFd board.

The following is a summary of the material financial analyses presented by KBW to the WaFd board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the WaFd board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Selected Companies Analysis. Using publicly available information, KBW compared the financial performance and financial condition of both WaFd and EverBank to 20 selected major exchange-traded U.S. banks with total assets between $25 billion and $75 billion and cost of deposits above 1.75% for the three months ended June 30, 2026. KBW also compared the market performance of WaFd to the selected companies.

The selected companies were as follows (shown in descending order of total assets by column):

To perform this analysis, KBW used profitability and other financial information as of or for the quarter or the latest 12 months (“LTM”) ended June 30, 2026 and market price information as of September 4, 2026. KBW also used publicly available research analyst quarterly net income “street estimates” of WaFd for the quarters ending September 30, 2026 through December 31, 2027, diluted shares as of June 30, 2026 for WaFd (provided by WaFd management), and 2026 and 2027 earnings per share (“EPS”) estimates taken from publicly available consensus “street estimates” for the selected companies. Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data presented in the tables below may not correspond to the data presented in WaFd’s or EverBank’s historical financial statements as a result of the different periods, assumptions and methods used to compute the financial data presented.

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KBW’s analysis showed the following concerning the financial performance of WaFd, EverBank and the selected companies:

KBW’s analysis also showed the following concerning the financial condition of WaFd, EverBank and the selected companies:

In addition, KBW’s analysis showed the following concerning the market performance of WaFd and the selected companies (excluding the impact of the estimated 2026 EPS multiple and the LTM dividend payout ratio for one of the selected companies, which multiple was considered to be not meaningful because it was less than 0.0x and which ratio was considered to be not meaningful because it was less than 0.0%):

No company used as a comparison in the above selected companies analysis is identical to WaFd or EverBank. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of WaFd and EverBank to various pro forma balance sheet and income statement items. This analysis did not include purchase accounting

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adjustments or cost savings. To perform this analysis, KBW used (a) balance sheet data for WaFd and EverBank as of June 30, 2026, (b) income statement data of WaFd for the six-month period ended June 30, 2026 and publicly available research analyst quarterly net income “street estimates” of WaFd for the quarters ending September 30, 2026 through December 31, 2027 and (c) financial forecasts and projections of EverBank provided by EverBank management. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the ownership percentages of 40.825% and 59.175% provided for in the merger agreement:

Financial Impact Analysis. KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of WaFd and EverBank. Using (a) closing balance sheet estimates assumed as of December 31, 2026 for WaFd taken from publicly available research analyst “street estimates” for WaFd and closing balance sheet estimates assumed as of December 31, 2026 for EverBank provided by EverBank management, (b) publicly available research analyst quarterly net income “street estimates” of WaFd for the quarters ending March 31, 2027 through December 31, 2027 and assumed long-term earnings growth rates for WaFd provided by WaFd management, (c) financial forecasts and projections of EverBank provided by EverBank management, and (d) pro forma assumptions (including, without limitation, the cost savings expected to result from the merger as well as certain purchase accounting adjustments and other merger-related adjustments and the restructuring charge assumed with respect thereto) provided by EverBank management, KBW analyzed the potential financial impact of the merger on certain projected financial results of WaFd. This analysis indicated the merger could be accretive to WaFd’s estimated 2027 EPS and estimated 2028 EPS and could be dilutive to WaFd’s estimated tangible book value per share at closing assumed as of December 31, 2026. Furthermore, the analysis indicated that, pro forma for the merger, each of WaFd’s tangible common equity to tangible assets ratio, Tier 1 leverage ratio, Common Equity Tier 1 ratio, Tier 1 capital ratio and total risk-based capital ratio at closing assumed as of December 31, 2026 could be lower. For all of the above analysis, the actual results achieved by WaFd following the merger may vary from the projected results, and the variations may be material.

WaFd Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of WaFd to estimate a range for the implied equity value of WaFd. In this analysis, KBW used publicly available research analyst quarterly “street estimates” of WaFd and assumed long-term growth rates for WaFd provided by WaFd management, and KBW assumed discount rates ranging from 13.0% to 15.0%. The range of values was derived by adding (a) the present value of the implied future excess capital available for dividends that WaFd could generate over the period from June 30, 2026 through December 31, 2030 as a standalone company, and (b) the present value of WaFd’s implied terminal value at the end of such period. KBW assumed that WaFd would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of WaFd, KBW applied a range of 10.0x to 12.0x WaFd’s estimated 2031 earnings. This dividend discount model analysis resulted in a range of implied values per share of WaFd common stock of $31.33 to $37.71, as compared to the closing price of WaFd common stock on September 4, 2026 of $36.30.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of WaFd or the pro forma combined company.

EverBank Dividend Discount Model Analysis. KBW performed a dividend discount model analysis of EverBank to estimate a range for the implied equity value of EverBank. In this analysis, KBW used financial

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forecasts and projections relating to the earnings and assets of EverBank provided by EverBank management, and KBW assumed discount rates ranging from 13.0% to 15.0%. The range of values was derived by adding (a) the present value of the implied future excess capital available for dividends that EverBank could generate over the period from June 30, 2026 through December 31, 2030 as a standalone company, and (b) the present value of EverBank’s implied terminal value at the end of such period. KBW assumed that EverBank would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of EverBank, KBW applied a range of 10.0x to 12.0x EverBank’s estimated 2031 earnings. This dividend discount model analysis resulted in a range of implied values per share of EverBank common stock of $167.85 to $209.09, as compared to an implied per share merger consideration of $179.92 based on the assumed 4.9566x exchange ratio in the merger and the closing price of WaFd common stock on September 4, 2026.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of EverBank.

Illustrative Pro Forma Combined Dividend Discount Model Analysis. KBW performed an illustrative dividend discount model analysis of the pro forma combined company. In this analysis, KBW used publicly available research analyst quarterly “street estimates” of WaFd, assumed long-term growth rates for WaFd provided by WaFd management, financial forecasts and projections relating to the earnings and assets of EverBank provided by EverBank management and certain pro forma assumptions (including, without limitation, the cost savings expected to result from the merger as well as certain purchase accounting adjustments and other merger-related adjustments and the restructuring charge assumed with respect thereto) provided by EverBank management, and KBW assumed discount rates ranging from 13.0% to 15.0%. An illustrative range for the implied equity value of the pro forma combined company was derived by adding (a) the present value of the implied future excess capital available for dividends that the pro forma combined company could generate over the period from December 31, 2026 through December 31, 2031, and (b) the present value of the pro forma combined company’s implied terminal value at the end of such period, in each case applying the pro forma assumptions. KBW assumed that the pro forma combined company would maintain a tangible common equity to tangible assets ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating implied terminal values of the pro forma combined company, KBW applied a range of 10.0x to 12.0x the pro forma combined company’s estimated 2032 earnings. This dividend discount model analysis resulted in an illustrative range of implied values per share of WaFd common stock of $36.86 to $45.95, as compared to the closing price of WaFd common stock on September 4, 2026 of $36.30.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values and discount rates. The foregoing dividend discount model analysis did not purport to be indicative of the actual values or expected values of WaFd, EverBank or the pro forma combined company.

Miscellaneous. KBW acted as financial advisor to WaFd in connection with the proposed transaction and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses (and further to existing sales and trading relationships between a KBW broker-dealer affiliate and each of WaFd and EverBank), may from time to time purchase securities from, and sell securities to, WaFd and EverBank. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of WaFd or EverBank for its and their own respective accounts and for the accounts of its and their respective customers and clients. A commercial bank affiliate of KBW is also a lender to certain of the respective affiliates of certain significant EverBank shareholders under several existing revolving credit facilities.

Pursuant to the KBW engagement agreement, WaFd agreed to pay KBW a cash fee of $30,000,000, $3,000,000 of which became payable to KBW with the rendering of KBW’s opinion and the balance of which is contingent upon the closing of the merger. WaFd also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with the

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present engagement, in the two years preceding the date of KBW’s opinion, KBW did not provide investment banking or financial advisory services to WaFd. In the two years preceding the date of its opinion, KBW has provided investment banking and financial advisory services to EverBank and received compensation for such services. KBW acted as co-initial purchaser to EverBank in connection with a debt placement for EverBank in 2025. KBW may in the future provide investment banking and financial advisory services to WaFd or EverBank and receive compensation for such services.

KBW expects to provide investment banking services to an affiliate of a significant EverBank shareholder in connection with such affiliate’s pending initial public offering. KBW also expects to provide investment banking services to an affiliate of another significant EverBank shareholder in connection with such affiliate’s pending initial public offering. In the two years preceding the date of its opinion, KBW acted as a joint bookrunning manager in connection with the initial public offering and a follow-on common stock offering of Miami International Holdings, Inc., which is an affiliate of Warburg Pincus. In 2024, KBW acted as a placement agent and book-running manager in connection with a debt offering of The Fortegra Group, Inc., which is an affiliate of Warburg Pincus. In the two years preceding the date of its opinion, KBW acted as a co-manager in connection with two debt offerings of Sixth Street Specialty Lending, Inc. and three debt offerings of Sixth Street Specialty Lending Partners.

Interests of WaFd’s Directors and Executive Officers in the Merger

In considering the recommendation of the WaFd board that you vote “FOR” approval of the stock issuance proposal, the compensation proposal and the adjournment proposal, holders of WaFd common stock should be aware that the directors and executive officers of WaFd have interests in the merger that are different from, or in addition to, the interests of holders of WaFd common stock generally. References to the named executive officers of WaFd include Brent J. Beardall, Kelli J. Holz, Cathy E. Cooper, Ryan M. Mauer and Kim E. Robison. The WaFd board was aware of these interests and considered them, among other matters, in making its recommendation that WaFd shareholders vote “FOR” approval of the stock issuance proposal, the compensation proposal and the adjournment proposal. These interests include, among other things, the following:

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The WaFd board was aware of and considered these respective interests, among other matters, in evaluating and negotiating the merger agreement, the shareholders agreement and the bylaws amendment, when deciding to approve the merger agreement, the shareholders agreement and the bylaws amendment and in making its recommendation that WaFd shareholders vote “FOR” approval of the stock issuance proposal, the compensation proposal and the adjournment proposal. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “—Merger-Related Compensation for WaFd’s Named Executive Officers.”

Treatment of Outstanding WaFd Equity Awards

Each of WaFd’s executive officers holds WaFd equity awards, including WaFd stock options, WaFd restricted stock awards and WaFd performance stock awards. Pursuant to the merger agreement, at the merger effective time, each outstanding equity award will be treated as follows:

The table below sets forth the number of outstanding WaFd stock options, WaFd restricted stock awards and WaFd performance stock awards held by each of WaFd’s named executive officers as of October 15, 2026, the latest practicable date prior to the filing of this proxy statement, and an estimate of the value of such awards (on a pre-tax basis) using a $33.944 price per share of WaFd common stock, which is the average closing market price of WaFd common stock over the first five business days following the public announcement of the merger. Depending on the date upon which the closing actually occurs, certain WaFd equity awards that are unvested as of the date of this proxy statement and that are included in the table below may vest and settle pursuant to their terms, without regard to the merger.

These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the closing following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts, if any, to be received by WaFd’s named executive officers may materially differ from the amounts set forth above.

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WaFd Change of Control Agreements

WaFd is party to change of control agreements (the “CIC agreements”) with each of its named executive officers and certain other executive officers of WaFd Bank, in each case, in substantially the same form. Under each CIC agreement, if the executive officer’s employment is terminated by WaFd without “cause” or by the executive officer for “good reason” (as each term is defined in the CIC agreement) within three years following a change of control, subject to the execution and non-revocation of a release of claims, the executive officer is entitled to receive the following severance payments and benefits (the “CIC benefits”), paid in a lump sum on the 60^th day following the date of termination:

Under each CIC agreement, if any payments would be subject to excise taxes under Section 4999 of the Code, such payments will be reduced to the extent necessary such that no portion of the payments are subject to excise taxes, but only if reducing the payments provides the executive officer with a net after-tax benefit that is greater than if the reduction is not made.

In connection with the merger, Mr. Beardall entered into a new employment agreement with WaFd and WaFd Bank that will supersede Mr. Beardall’s CIC agreement effective upon the closing, as described in the section entitled “—Employment Agreement with Mr. Beardall” below. In addition, each of Mr. Beardall and Ms. Robison entered into letter agreements with WaFd providing continuity payments, as described in the section entitled “—Letter Agreements with Mr. Beardall and Ms. Robison” below.

For an estimate of the CIC benefits that would be realized by each of WaFd’s named executive officers upon a qualifying termination event, see the section entitled “—Merger-Related Compensation for WaFd’s Named Executive Officers” below.

Employment Agreement with Mr. Beardall

In connection with the merger, on September 6, 2026, Mr. Beardall entered into an employment agreement with WaFd and WaFd Bank (the “Beardall employment agreement”). The Beardall employment agreement will supersede Mr. Beardall’s existing CIC Agreement and will become effective only upon, and contingent upon, the consummation of the merger. If the merger is not consummated, the Beardall employment agreement will be null and void and of no force or effect and Mr. Beardall’s CIC agreement will continue in full force and effect.

The Beardall employment agreement provides for an initial employment period of five years commencing on the date of the closing, with automatic renewals for successive one-year terms unless either party provides written notice of non-renewal not less than 120 days prior to the end of the then-current employment period. Under the Beardall employment agreement, Mr. Beardall will serve as President of the surviving corporation and the surviving bank and as a member of the Board of Directors of the surviving corporation and the Board of Directors of the surviving bank. Mr. Beardall is entitled to receive an annual base salary of $1,116,625 and is eligible for a target annual bonus equal to 100% of his annual base salary under the surviving corporation’s annual incentive plan for senior executives. Mr. Beardall is also eligible to participate in the surviving corporation’s equity incentive plan and receive equity awards as determined by the Board of Directors of the surviving corporation (or compensation committee thereof).

If Mr. Beardall’s employment is terminated by the surviving corporation without “cause” (other than due to death or disability) or he resigns for “good reason” (as each term is defined in the Beardall employment agreement), subject to his execution of a release of claims and continued compliance with the restrictive covenants described below, Mr. Beardall will be eligible to receive (a) any earned but unpaid annual bonus for any previously completed fiscal year, payable in a cash lump sum within 60 days following termination, (b) a prorated annual bonus for the fiscal year of termination based on actual performance, payable in the ordinary course consistent with when the surviving corporation pays annual bonuses to other executives, (c) an amount equal to the sum of (i) two times his

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then-current annual base salary and (ii) the target annual bonus as in effect for the fiscal year of termination, payable in equal installments over 24 months following termination, and (d) COBRA continuation coverage at active-employee rates for up to 12 months following termination.

The Beardall employment agreement includes a non-competition restriction which applies during employment and for an 18-month period following termination, customer and employee non-solicitation restrictions which apply during employment and for a two-year period following termination, and perpetual mutual non-disparagement and confidentiality obligations. Effective June 30, 2027, due to changes to applicable state law rules regarding restrictive covenants, the non-competition restriction will not apply following termination and the post-termination restricted period for the customer non-solicitation restriction will be limited to 18 months.

Mr. Beardall’s Transition Award

In addition to Mr. Beardall’s compensation arrangements under the Beardall employment agreement and in recognition of Mr. Beardall assuming the role of President of the surviving corporation and to further align Mr. Beardall’s interests with those of shareholders, the WaFd board may approve an equity-based award to Mr. Beardall with an estimated grant value of $3.3 million (the “Beardall transition award”). The Beardall transition award may be fully vested as of the date of grant or fully vest no later than December 31, 2026, subject to his continued employment through the date of grant.

Letter Agreements with Mr. Beardall and Ms. Robison

In connection with the merger, on September 6, 2026, WaFd entered into letter agreements with each of Mr. Beardall and Ms. Robison (the “letter agreements”). Under the letter agreements, Mr. Beardall will receive a lump-sum cash continuity payment of $5,025,000 and Ms. Robison will receive a lump-sum cash continuity payment of $1,930,000 (each, a “continuity payment”), less applicable tax withholdings, payable within 60 days following the closing, in each case, subject to their continued employment through the closing and the execution of a release of claims.

As consideration for the continuity payments, effective upon the closing, Mr. Beardall and Ms. Robison have agreed to waive certain “good reason” triggers under their existing change of control agreements in connection with their transition to new roles with the surviving corporation following the closing.

Director Compensation

Pursuant to the merger agreement and the WaFd disclosure schedule, WaFd may continue to pay annual compensation and grant additional fully vested equity-based awards to its non-employee directors, in each case, in the ordinary course of business consistent with past practice. Any outstanding equity-based awards held by non-employee directors will be treated in accordance with the merger agreement at the merger effective time.

Indemnification; Directors’ and Officers’ Insurance

Under the merger agreement, each present and former director and officer of WaFd or any of its subsidiaries is entitled to certain continued indemnification and insurance coverage with respect to matters existing or occurring at or prior to the merger effective time. For additional information, see the section entitled “The Merger Agreement—Covenants and Agreements—Director and Officer Indemnification and Insurance.”

Merger-Related Compensation for WaFd’s Named Executive Officers

This section sets forth the information required by Item 402(t) of Regulation S-K regarding compensation that is based on, or otherwise relates to, the merger for each named executive officer of WaFd. This compensation is payable to WaFd’s named executive officers and is subject to an advisory (non-binding) vote of WaFd shareholders, as described in the section entitled “Proposal 2: Compensation Proposal.”

WaFd’s named executive officers include the following executive officers, as determined in accordance with applicable SEC rules:

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The amounts of payments and benefits that each named executive officer would receive (on a pre-tax basis), as set forth in the table below, are based on the following assumptions:

GOLDEN PARACHUTE COMPENSATION

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The amounts shown in the table above and in the footnotes are estimates based on multiple assumptions that may or may not actually occur, including the assumptions described in this proxy statement and in the footnotes to the table above. The amounts do not include the value of (a) compensation, benefits or equity awards that were vested or payable as of the assumed closing date without regard to the occurrence of the merger, (b) any additional incentive awards that may be granted, forfeited or settled, or any dividends or dividend equivalents that may accrue, prior to the closing, (c) any WaFd equity or other incentive awards that are expected to vest in accordance with their terms prior to the closing, (d) severance entitlements under the Beardall employment agreement that would only become payable upon a subsequent qualifying termination following the closing, or (e) base salary, annual bonus or other compensation payable in the ordinary course for services rendered. In addition, the amounts shown do not reflect any potential reductions that may be required pursuant to the “best-net” cutback provisions under Section 280G of the Code. The actual amounts, if any, to be received by named executive officers may differ materially from the amounts set forth above.

Certain Effects of the Merger

Subject to the terms and conditions set forth in the merger agreement, at the merger effective time, EverBank will merge with and into WaFd, with WaFd continuing as the surviving corporation and electing to be treated as a financial holding company. Immediately following the merger, the surviving corporation will change its name to EverBank Financial Corp and WaFd’s wholly owned bank subsidiary, WaFd Bank, will merge with and into EverBank, National Association, with EverBank, National Association continuing as the surviving bank in the bank merger.

If the merger is completed, pursuant to and subject to the terms and conditions of the merger agreement, each share of EverBank common stock issued and outstanding immediately prior to the merger effective time, other than certain shares as set forth in the merger agreement, will be converted into the right to receive the merger consideration, with cash paid in lieu of any fractional shares. The exchange ratio will be determined in accordance with the merger agreement such that immediately following the merger, the former holders of EverBank common stock and EverBank equity awards will hold approximately 59.175%, and the holders of WaFd common stock and WaFd equity awards (that are vested or will vest in the merger) will hold approximately 40.825%, of the total issued and outstanding shares of WaFd common stock on a fully diluted basis. These ownership percentages are fixed and will not be adjusted for any reason, including any change in the trading price of WaFd common stock. In addition, each of the 675,000 outstanding shares of EverBank preferred stock will be converted into the right to receive one share of the WaFd rollover preferred stock. For additional information, see the section entitled “The Merger Agreement—Merger Consideration.”

The merger will have the effects set forth in the merger agreement and the relevant provisions of the Washington Business Corporation Act (the “WBCA”). At the merger effective time, all the property, rights, privileges, powers and franchises of EverBank will vest in WaFd, and all debts, liabilities, obligations, restrictions, disabilities and duties of EverBank will become the debts, liabilities, obligations, restrictions, disabilities and duties of WaFd. Each share of WaFd common stock and each share of existing WaFd preferred stock will remain issued and outstanding and will not be affected by the merger.

Board of Directors Following the Merger

The merger agreement, the bylaws amendment and the shareholders agreement provide for certain governance matters relating to the combined company. From the closing until the fourth anniversary of the closing, the Board of Directors of the surviving corporation and the Board of Directors of the surviving bank will each have 13 directors, comprised of seven legacy EverBank directors and six legacy WaFd directors. At the closing, the seven legacy EverBank directors will be designated by EverBank in accordance with the shareholders agreement and will include Robert Radway and Greg Seibly, and the six legacy WaFd directors will be designated by WaFd and will include Brent Beardall and five other independent directors. The initial EverBank directors and the initial WaFd directors will be apportioned as nearly evenly as possible among the classes of the Board of Directors of the surviving corporation, such that each class consists of two legacy WaFd directors and at least two legacy EverBank directors.

As of the merger effective time, Robert Radway will serve as Chairman of the Board of Directors of the surviving corporation and the surviving bank, Greg Seibly will serve as Chief Executive Officer and a director of the surviving corporation and the surviving bank, and Brent Beardall will serve as President and a director of the surviving corporation and the surviving bank. Mr. Seibly will continue to serve as Chief Executive Officer, and

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Mr. Beardall will continue to serve as President, in each case unless any change in role or termination of such service (if prior to the fourth anniversary of the closing) is approved by the affirmative vote of at least two-thirds of the full Board of Directors. From the closing until the fourth anniversary of the closing, the selection of any individual to replace Mr. Radway as Chairman of the Board will require the affirmative vote of at least a majority of the full Board of Directors, and any such individual must be an independent director who is not affiliated or associated with any major investor. Any nominee for a vacancy resulting from the cessation of service by any legacy WaFd director for any reason, and any nomination of a legacy WaFd director at any meeting of shareholders at which directors are elected, will be an independent director (provided that any successor to Mr. Beardall as President will not be required to be an independent director) selected by the applicable remaining independent legacy WaFd directors as set forth in the bylaws amendment.

The shareholders agreement will provide that, until the fourth anniversary of the closing, for so long as a major investor beneficially owns at least 3% of the shares of WaFd common stock outstanding immediately following the merger, each of funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners and Sixth Street, as well as TIAA, will have the right to nominate one director to the WaFd board (each, an “investor director”). For the first major investor that fails to satisfy that ownership requirement, the investor director nominated by that major investor will resign and, until the fourth anniversary of the closing, funds managed by Bayview Asset Management will have the right to nominate one director to the WaFd board, subject to Bayview Asset Management satisfying the same ownership requirement. With respect to any subsequent major investors that fail to satisfy that ownership requirement, any replacement director prior to the fourth anniversary of the closing will be an independent director who is not affiliated or associated with any major investor, selected by the applicable remaining legacy EverBank directors. In addition, each major investor that owns at least 1.5% of the shares of WaFd common stock outstanding immediately following the merger will have the right to designate one non-voting board observer, and the major investors collectively will have the right to designate one additional non-voting board observer so long as they jointly hold at least 15% of such shares.

In addition, each major investor has committed to WaFd that, until the earlier of the fourth anniversary of the closing and the date on which that major investor ceases to own at least 1.5% of the shares of WaFd common stock outstanding immediately following the merger, at any annual or special meeting of WaFd shareholders with respect to the election of directors, it will cause all of its shares of WaFd common stock to be present in person or by proxy for quorum purposes and will vote those shares as recommended by the WaFd board with respect to the election of each legacy WaFd director. In any contested election involving one or more legacy WaFd directors, each major investor will instead vote its shares in proportion to the votes cast by the other WaFd shareholders who are not party to the shareholders agreement or officers or directors of WaFd.

Management Following the Merger

Other than Messrs. Radway and Seibly (in the case of EverBank) and Mr. Beardall (in the case of WaFd), the current directors of EverBank and WaFd who are expected to be designated as legacy EverBank directors or legacy WaFd directors, respectively, on the Board of Directors of the surviving corporation and the Board of Directors of the surviving bank, and the class of the Board of Directors of the surviving corporation in which each is expected to serve, are set forth in the section entitled “Executive Officers and Directors of the Combined Company.” Non-employee members of the Board of Directors of the surviving corporation will be compensated for such service.

The merger agreement and the bylaws amendment provide that following the merger, Robert Radway will serve as Chairman of the Board of Directors of the surviving corporation and the surviving bank, Greg Seibly will serve as Chief Executive Officer of the surviving corporation and the surviving bank and as a member of each of their boards of directors, and Brent Beardall will serve as President of the surviving corporation and the surviving bank and as a member of each of their boards of directors.

The Shareholders Agreement

The shareholders agreement also provides for certain post-closing transfer restrictions on the shares of WaFd common stock received by EverBank shareholders in the merger. Specifically, 10% of such shares will be released from transfer restrictions 30 days following the closing, an additional 10% will be released 90 days following the closing, an additional 40% will be released 180 days following the closing, and the remaining 40% will be released 12 months following the closing. The shareholders agreement will also provide certain EverBank shareholders with

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certain shelf, demand and piggyback registration rights, including that, if not previously filed, WaFd will file a shelf registration statement to cover the resale of the shares of WaFd common stock and WaFd rollover preferred stock received by EverBank shareholders in the merger. For additional information, see the section entitled “Shareholders Agreement.”

Consequences if the Merger is Not Completed

If the WaFd shareholder approval is not received, or if the merger is not completed for any other reason, then the merger agreement may be terminated. In the event of a termination, the merger agreement will be void and have no effect, and there will not be any liability or obligation on the part of any party, except that:

If the merger agreement is terminated under specified circumstances, WaFd may be required to pay EverBank a termination fee of $101,060,629. The termination fee constitutes liquidated damages and not a penalty and, except in the case of fraud or a willful breach, is EverBank’s sole monetary remedy in the event of a termination of the merger agreement in those circumstances. In no event will WaFd be obligated to pay the termination fee on more than one occasion.

For additional information, see the section entitled “The Merger Agreement—Termination Fee.”

Regulatory Approvals

To complete the merger, WaFd and EverBank need to obtain approvals or consents from, or make filings with, a number of U.S. federal and state bank and other regulatory authorities. Subject to the terms of the merger agreement, WaFd and EverBank have agreed to cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, regulatory agencies and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such regulatory agencies and governmental entities. As described above, the requisite regulatory approvals consist of all regulatory authorizations, consents, orders, approvals or waivers of prior approval from (or notices to) the Federal Reserve Board, the OCC and the State of Washington, together with the expiration of all statutory waiting periods in respect thereof. As of the date of this proxy statement, WaFd and EverBank have submitted applications and notifications to obtain the requisite regulatory approvals.

Neither WaFd nor EverBank is required to, and neither may (without the written consent of the other), take any action, commit to take any action, or agree to any condition or restriction, in order to resolve any objections to the transactions contemplated by the merger agreement or in connection with obtaining any permits, consents, approvals and authorizations of governmental entities that would, either individually or in the aggregate, reasonably be likely to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger, and thereby constitute a materially burdensome regulatory condition.

The approval of an application means only that the statutory and regulatory criteria for approval have been satisfied or waived. It does not mean that the approving authority has determined that the consideration to be received by EverBank shareholders in the merger is fair. Regulatory approval does not constitute an endorsement or recommendation of the merger.

WaFd and EverBank believe that the merger does not raise significant regulatory concerns and that they will be able to obtain all requisite regulatory approvals. However, there can be no assurance that all of the regulatory approvals described below will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or

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requirements that, individually or in the aggregate, would or could reasonably be expected to have an adverse effect on the financial condition, results of operations, assets or business of the combined company following the completion of the merger. There can likewise be no assurances that U.S. federal or state regulatory authorities will not attempt to challenge the merger or, if such a challenge is made, what the result of such challenge will be.

Federal Reserve Board

The merger is subject to the approval of the Federal Reserve Board pursuant to Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Federal Reserve Board takes into consideration a number of factors when acting on applications under Section 3 of the BHC Act. These factors include the effect of the proposal on competitiveness in affected banking markets, the financial and managerial resources of the companies and banks involved (including consideration of the capital adequacy, liquidity and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal shareholders, and the records of compliance with applicable laws and regulations) and future prospects of the combined organization. The Federal Reserve Board also considers the effectiveness of the applicant in combating money laundering, the convenience and needs of the communities to be served, and the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system. The Federal Reserve Board may not approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market. In considering an application under Section 3 of the BHC Act, the Federal Reserve Board also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act of 1977 (the “CRA”), pursuant to which the Federal Reserve Board must also take into account the record of performance of each of WaFd Bank and EverBank, National Association in meeting the credit needs of the entire community, including low- and moderate-income neighborhoods, served by their depository institution subsidiaries. As part of the review process in merger transactions, the Federal Reserve Board frequently receives protests from community groups and others. In their most recent CRA performance evaluations, WaFd Bank and EverBank, National Association both received an overall “Satisfactory” regulatory rating.

In addition, in connection with interstate merger and bank merger transactions, the Federal Reserve Board considers certain additional factors under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as amended (the “Riegle-Neal Act”), including the capital position of the acquiring bank holding company or bank, as the case may be, relevant state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws.

OCC

The merger is subject to the prior approval of the OCC under Section 18(c) of the Federal Deposit Insurance Act (the “Bank Merger Act”). In evaluating an application filed under the Bank Merger Act, the OCC generally considers: (1) the competitive impact of the transaction, (2) the financial and managerial resources of the depository institutions party to the bank merger and the future prospects of the resulting institution, (3) the depository institutions’ effectiveness in combating money-laundering activities, (4) the convenience and needs of the communities to be served, and (5) the extent to which the merger would result in greater or more concentrated risks to the stability of the United States banking or financial system. The OCC also reviews the performance records of the relevant depository institutions under the CRA, including their CRA ratings, and certain additional factors under the Riegle-Neal Act, including the capital position of the acquiring bank holding company or bank, as the case may be, relevant state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws.

State of Washington

WaFd is also required to file a notice with the State of Washington pursuant to section 30A.49.125 of the Revised Code of Washington, indicating that WaFd Bank is a party to an application with the OCC to be acquired by EverBank, National Association by merger.

Public Notice and Comments

The BHC Act, the Bank Merger Act, and related Federal Reserve Board and OCC regulations require published notice of, and the opportunity for public comment on, the applications to the Federal Reserve Board and the OCC. These agencies take into account the views of third-party commenters, particularly on the subject of the merging

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parties’ CRA performance and record of service to their communities. These agencies are also authorized to hold one or more public hearings or meetings if these agencies determine that such hearings or meetings would be appropriate. The receipt of written comments or any public meeting or hearing could prolong the period during which the application is under review by these agencies.

Additional Regulatory Approvals and Notices

Additional notifications and/or applications requesting approval may be submitted to various other federal, state and non-U.S. regulatory authorities and self-regulatory organizations, including the Texas Department of Insurance.

Expected Timing of the Merger

Neither WaFd nor EverBank can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of WaFd and EverBank. WaFd must obtain the WaFd shareholder approval, and WaFd and EverBank must also obtain the requisite regulatory approvals and satisfy the other closing conditions. WaFd and EverBank expect the merger to be completed promptly after those approvals have been obtained and those conditions have been satisfied or waived. Subject to the satisfaction of the conditions to the merger, the merger is expected to close in early 2027.

For a further description of WaFd’s and EverBank’s respective obligations under the merger agreement with respect to regulatory approvals, see the section entitled “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Merger.”

Stock Exchange Listing

WaFd has agreed to use its reasonable best efforts to cause the shares of WaFd common stock to be issued as merger consideration to be approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance, prior to the merger effective time.

Legal Proceedings

WaFd and EverBank may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of WaFd and EverBank and could prevent or delay the consummation of the merger.

Additional lawsuits arising out of or relating to the merger agreement or the merger may be filed in the future. See the section entitled “Risk Factors” for additional information and risks regarding any such potential litigation.

As of the date of this proxy statement, WaFd is not aware of the filing of any lawsuits challenging the merger agreement, the shareholders agreement, the transactions contemplated thereby or this proxy statement; however, WaFd may become subject to lawsuits in the future relating to such matters. See the section entitled “Risk Factors” for additional information and risks regarding any such potential litigation.

Accounting Treatment

EverBank has been designated as the accounting acquirer in the merger. Accordingly, the merger will be accounted for as a reverse acquisition under the acquisition method of accounting in accordance with U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of WaFd will be recorded at their respective fair values at the date the merger is completed and added to those of EverBank. The reported financial condition and results of operations of the combined company for periods after completion of the merger will reflect the historical financial position and results of operations of EverBank, and will not be restated retroactively to reflect the historical financial position or results of operations of WaFd for periods prior to the merger.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the merger agreement. This summary is not complete and is qualified in its entirety by the merger agreement, which is attached to this proxy statement as Annex A and which constitutes part of this proxy statement. We encourage you to read carefully the merger agreement in its entirety because this summary may not contain all of the information about the merger agreement that is important to you. The rights and obligations of the parties to the merger agreement are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the merger agreement were made only for purposes of the merger agreement as of specific dates, were solely for the benefit of the parties to the merger agreement (except as otherwise specified therein) and may be subject to important qualifications, limitations and supplemental information agreed to by the parties in connection with negotiating the terms of the merger agreement. In addition, the representations and warranties may have been included in the merger agreement for the purpose of allocating contractual risk between the parties rather than to establish matters as facts and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Investors and security holders are not third-party beneficiaries under the merger agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto, or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. In addition, you should not rely on the covenants and agreements in the merger agreement as actual limitations on the respective businesses of the parties because the parties to the merger agreement may take certain actions that are either expressly permitted in the confidential disclosure schedule to the merger agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The merger agreement is described below, and included as Annex A hereto, only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the parties, or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in the filings that WaFd has made or will make with the SEC. See the section entitled “Where You Can Find More Information.”

Structure of the Merger

Subject to the terms and conditions of the merger agreement, and in accordance with the WBCA and the Delaware General Corporation Law (the “DGCL”), at the merger effective time EverBank will merge with and into WaFd, with WaFd continuing as the surviving corporation and electing to be treated as a financial holding company and continuing its corporate existence under the laws of the State of Washington. Upon consummation of the merger, the separate corporate existence of EverBank will terminate. Immediately following the merger, the surviving corporation will change its name to EverBank Financial Corp, and WaFd Bank will merge with and into EverBank, National Association in the bank merger, with EverBank, National Association continuing as the surviving bank.

It is intended that the merger will constitute a transaction for U.S. federal income tax purposes that will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Closing

Subject to the terms and conditions set forth in the merger agreement, the closing will take place at 10:00 a.m., New York City time, remotely via the electronic exchange of closing deliveries, on a date as soon as reasonably practicable after (but no later than five business days after) the satisfaction or waiver of all of the conditions to the merger (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver thereof at the closing), or on such other date, time or place as WaFd and EverBank may agree in writing. The closing may not occur on or before December 31, 2026, and if the closing would otherwise be required to occur on one of the last 10 days of the month in which the conditions to the merger have been satisfied or waived, the closing will instead take place on the first business day of the immediately following month. We currently anticipate that the closing will occur in early 2027.

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Effective Time

In order to effectuate the merger, WaFd will cause to be filed articles of merger (the “articles of merger”), as provided under the WBCA, with the Secretary of State of the State of Washington. The merger will become effective as of the date and time specified in the articles of merger in accordance with the relevant provisions of the WBCA, or at such other date and time as may be provided by applicable law (which date and time is the merger effective time).

Effects of the Merger

At and after the merger effective time, the merger will have the effects set forth in the applicable provisions of the WBCA and the merger agreement. Accordingly, at the merger effective time, all the property, rights, privileges, powers and franchises of EverBank will vest in WaFd, and all debts, liabilities, obligations, restrictions, disabilities and duties of EverBank will become the debts, liabilities, obligations, restrictions, disabilities and duties of WaFd.

At the merger effective time, the articles of incorporation of WaFd, as in effect immediately prior to the merger effective time and as amended by the articles of amendment establishing the WaFd rollover preferred stock, will be the articles of incorporation of the surviving corporation until thereafter amended in accordance with applicable law. The bylaws of WaFd, as in effect immediately prior to the merger effective time, will be amended by the bylaws amendment, and such bylaws, as so amended, will be the bylaws of the surviving corporation until thereafter amended in accordance with applicable law. WaFd will take all actions required to cause the corporate name of the surviving corporation to be changed to “EverBank Financial Corp” effective immediately following the merger effective time.

At the effective time of the bank merger, all the property, rights, privileges, powers and franchises of WaFd Bank and EverBank, National Association will vest in the surviving bank, and all debts, liabilities and duties of WaFd Bank and EverBank, National Association will become the debts, liabilities and duties of the surviving bank. Immediately following the effective time of the bank merger, the surviving bank will continue to operate the main office and each of the branches of WaFd Bank existing as of that time as branches of the surviving bank, and will continue to operate each of the branches of the surviving bank existing at that time, in each case without limiting the authority of EverBank, National Association or the surviving bank under applicable law to close, relocate or otherwise make any change regarding any such branch.

Directors and Officers

Directors of the Surviving Corporation and Surviving Bank

The merger agreement, the bylaws amendment and the shareholders agreement provide for certain governance matters relating to the surviving corporation and surviving bank. From the closing until the fourth anniversary of the closing, the Board of Directors of the surviving corporation and the Board of Directors of the surviving bank will each have 13 directors, comprised of seven legacy EverBank directors and six legacy WaFd directors.

At the closing, the legacy EverBank directors will be designated by EverBank in accordance with the shareholders agreement and will include Robert Radway and Greg Seibly, and the legacy WaFd directors will be designated by WaFd and will include Brent Beardall and five other independent directors, in each case subject to meeting the director qualification and eligibility criteria of the Nominating and Corporate Governance Committee of each board. The initial EverBank directors and the initial WaFd directors will be apportioned as nearly evenly as possible among the classes of the Board of Directors of the surviving corporation, such that each class consists of two legacy WaFd directors and at least two legacy EverBank directors. From the merger effective time through the fourth anniversary of the merger effective time, any vacancy on either board will be filled in accordance with the bylaws amendment, under which vacancies in seats held by legacy EverBank directors and legacy WaFd directors are filled by replacement directors selected by a majority vote of a nominating committee comprised of the independent directors of the applicable group, and each such committee has the exclusive authority to nominate directors for election to the seats in its group. For additional information, see the section entitled “Shareholders Agreement” and Annex B to this proxy statement.

Other than Messrs. Radway and Seibly (in the case of EverBank) and Mr. Beardall (in the case of WaFd), the current directors of EverBank and WaFd who are expected to be designated as legacy EverBank directors or legacy WaFd directors, respectively, on the Board of Directors of the surviving corporation and the Board of Directors of the surviving bank, and the class of the Board of Directors of the surviving corporation in which each is expected to

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serve, are set forth in the section entitled “Executive Officers and Directors of the Combined Company.” Non-employee members of the Board of Directors of the surviving corporation will be compensated for such service.

Officers of the Surviving Corporation and Surviving Bank

Effective as of the merger effective time, Robert Radway will serve as Chairman of the Board of Directors of the surviving corporation and of the Board of Directors of the surviving bank, Greg Seibly will serve as Chief Executive Officer of the surviving corporation and the surviving bank and as a member of each of their boards of directors, and Brent Beardall will serve as President of the surviving corporation and the surviving bank and as a member of each of their boards of directors. Mr. Seibly will continue to serve as Chief Executive Officer, and Mr. Beardall will continue to serve as President, in each case unless any change in role or termination of such service (if prior to the fourth anniversary of the closing) is approved by the affirmative vote of at least two-thirds of the full Board of Directors. From the closing until the fourth anniversary of the closing, the selection of any individual to replace Mr. Radway as Chairman of the Board will require the affirmative vote of at least a majority of the full Board of Directors, and any such individual must be an independent director who is not affiliated or associated with any major investor. The bylaws of the surviving bank in effect as of the effective time of the bank merger will be consistent in all respects with the foregoing.

Merger Consideration

If the merger is completed, pursuant to and subject to the terms and conditions of the merger agreement, each share of EverBank Class A common stock and each share of EverBank Class B common stock issued and outstanding immediately prior to the merger effective time, other than certain shares as set forth in the merger agreement, will be converted into the right to receive a number of shares of WaFd common stock equal to the exchange ratio.

The Exchange Ratio

The exchange ratio will be determined in accordance with the merger agreement such that immediately following the merger:

These ownership percentages are fixed and will not be adjusted for any reason, including any change in the trading price of WaFd common stock.

As of the date of this proxy statement, WaFd estimates that approximately 107.3 million shares of WaFd common stock, on a fully diluted basis, will be issued at the closing. This estimate is based on calculating the exchange ratio in accordance with the terms of the merger agreement using the number of fully diluted shares of EverBank common stock and WaFd common stock currently outstanding, assuming (a) all EverBank performance options vest and (b) the number of shares underlying EverBank and WaFd equity awards that are options is determined using the treasury stock method based on the closing price of WaFd common stock.

WaFd will not issue any fractional shares of WaFd common stock in the merger. Each holder of EverBank common stock who would otherwise be entitled to a fraction of a share of WaFd common stock will instead receive an amount in cash, without interest, determined by multiplying the fraction of a share such holder would otherwise be entitled to receive by the WaFd share closing price.

Effect on Equity Interests

At the merger effective time, the following will occur automatically by virtue of the merger:

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As of the merger effective time, the shares of EverBank common stock converted into the right to receive the merger consideration will no longer be outstanding and will automatically be cancelled and cease to exist, and holders of those shares will cease to have any rights with respect to them, except the right to receive the merger consideration, cash in lieu of any fractional share and any dividends or distributions payable in accordance with the terms of the merger agreement.

In addition, at the merger effective time, the following will occur automatically by virtue of the merger:

For these purposes, “exception shares” means shares of EverBank common stock (a) held in any EverBank benefit plans or related trust accounts, managed accounts, mutual funds or the like, or otherwise held in a fiduciary or agency capacity, or (b) held, directly or indirectly, in respect of debts previously contracted. Shares of EverBank common stock owned by EverBank as treasury stock or otherwise owned by EverBank or WaFd, other than exception shares, will not be converted into the right to receive the merger consideration. Exception shares will be converted into the right to receive the merger consideration on the same basis as other shares of EverBank common stock.

“Dissenting shares” means shares of EverBank common stock or EverBank preferred stock held by a holder who has properly exercised (and has not effectively withdrawn or lost) his, her or its appraisal rights under Section 262 of the DGCL. Dissenting shares will not be converted into the right to receive the merger consideration, and the holder of dissenting shares will be entitled only to such rights as may be granted under Section 262 of the DGCL. However, if such holder’s appraisal rights are withdrawn or lost, then such dissenting shares will automatically be converted into the right to receive the merger consideration.

Treatment of WaFd Equity Awards

At the merger effective time, each outstanding WaFd stock option, restricted stock award and restricted stock unit award (collectively, “WaFd equity awards”) that (a) is vested but not yet settled as of immediately prior to the merger effective time or (b) by its terms becomes vested in connection with the closing (which includes all awards granted prior to September 6, 2026), will become fully vested and exercisable, and all forfeiture restrictions and vesting conditions applicable thereto will lapse. Each WaFd equity award that does not vest in connection with the closing (which includes all awards granted following September 6, 2026 but prior to the closing) will continue to have and be subject to the same terms and conditions (including the vesting schedule, termination protections and dividend equivalent rights) that applied to such WaFd equity award immediately prior to the merger effective time.

Treatment of EverBank Equity Awards

The merger agreement provides for the treatment of outstanding EverBank equity awards at the merger effective time as follows:

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Representations and Warranties

The merger agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications (including exceptions to the effect that there have not been, and would not reasonably be expected to be, a “material adverse effect” (as defined below)).

The representations and warranties made by each party under the merger agreement relate to, among other things:

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The merger agreement also contains additional representations and warranties of WaFd relating to, among other things, the following:

Material Adverse Effect

For purposes of the merger agreement, “material adverse effect” means, with respect to WaFd, EverBank or the surviving corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, or (b) the ability of such party to timely consummate the transactions contemplated by the merger agreement. With respect to clause (a) above, a material adverse effect will not be deemed to include the impact of or effects to the extent resulting from:

except, with respect to the first four bullets above, to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its subsidiaries, taken as a whole, as compared to other banks or savings associations and their holding companies operating principally in the areas in which such party and its subsidiaries are located.

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A material adverse effect with respect to WaFd is referred to in this proxy statement as a “WaFd material adverse effect” and a material adverse effect with respect to EverBank is referred to as an “EverBank material adverse effect.”

Covenants and Agreements

Conduct of the Businesses Pending the Merger

Each of EverBank and WaFd has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the closing date. During that period, except as expressly contemplated or permitted by the merger agreement, required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each party has agreed to, and to cause its subsidiaries to, conduct its business in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve substantially intact its business organization and its material relationships with employees, officers, directors, customers, depositors, suppliers, correspondent banks, governmental entities with jurisdiction over its operations and other third parties having material business relationships with it. Each party has also agreed, and to cause its subsidiaries, to take no action that would reasonably be expected to adversely affect in any material respect, or delay in any material respect, the receipt of any necessary approvals of any regulatory agency or other governmental entity required for the transactions contemplated by the merger agreement, or its ability to perform its covenants and agreements under the merger agreement or to consummate those transactions on a timely basis.

In addition, each party has agreed that, except (a) as expressly contemplated or permitted by the merger agreement (including as set forth in the applicable disclosure schedule), (b) as required by applicable law or (c) as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), it will not, and will not permit any of its subsidiaries to:

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Efforts to Complete the Merger

WaFd and EverBank have agreed to cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to consummate the transactions contemplated by the merger agreement, including the merger and the bank merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations. As of the date of this proxy statement, WaFd and EverBank have submitted applications and notifications to obtain the requisite regulatory approvals. In addition, each of WaFd and EverBank has agreed to use its reasonable best efforts, and to cause its subsidiaries to use their reasonable best efforts, in each case as promptly as practicable, to:

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Notwithstanding the foregoing, nothing in the merger agreement obligates either party or any of its affiliates to make any payment to any third person, to commence any action or proceeding, or to offer to grant any material accommodation, financial or otherwise, to any third person in order to obtain that person’s consent or approval under any contract, and the receipt of any such third-party consent or approval is not a condition to the closing.

WaFd and EverBank have also agreed to cooperate with each other in the preparation and filing of all applications, notices, petitions and filings required to obtain the requisite regulatory approvals, and each party has the right to review in advance, and to the extent practicable consult with the other party on, all information relating to it that appears in any such filing or in any written materials submitted to any governmental entity in connection with the transactions contemplated by the merger agreement.

In connection with the execution of the merger agreement, WaFd entered into an investor support agreement (the “investor support agreement”) with each of funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, as well as TIAA (each, an “EverBank investor”), pursuant to which each such EverBank investor agreed to provide certain information and make certain commitments in connection with seeking and obtaining certain regulatory approvals that are necessary or advisable to consummate the merger.

Each party has also agreed to keep the other party apprised of the status of matters relating to the completion of the transactions contemplated by the merger agreement, including promptly furnishing the other party with copies of notices or other written communications received from any governmental entity or third party with respect to such transactions, and to promptly advise the other party upon receiving any communication from any governmental entity whose consent or approval is required for the closing that causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed.

Neither WaFd nor EverBank is required to, and neither may (without the written consent of the other), take any action, commit to take any action, or agree to any condition or restriction, in order to resolve any objections to the transactions contemplated by the merger agreement or in connection with obtaining any permits, consents, approvals and authorizations of governmental entities, that would, either individually or in the aggregate, reasonably be likely to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger, and thereby constitute a materially burdensome regulatory condition.

The receipt of the requisite regulatory approvals, and the absence of any materially burdensome regulatory condition, are conditions to each party’s obligation to complete the merger. For additional information, see the sections entitled “The Merger—Regulatory Approvals” and “—Conditions to the Merger.”

In addition, each party has agreed not to knowingly take any action that is intended to or would reasonably be expected to adversely affect or materially delay the receipt of any requisite regulatory approvals or the ability of the parties to consummate the merger or the bank merger.

WaFd Special Meeting

WaFd has agreed to set a record date for, call, give notice of, convene and hold the special meeting as promptly as reasonably practicable after this proxy statement is mailed to WaFd shareholders, for the purpose of obtaining the WaFd shareholder approval, together with any other matters of the type customarily brought before a meeting of shareholders that may be mutually agreed by WaFd and EverBank.

Notwithstanding any adverse recommendation change, unless the merger agreement has been validly terminated, WaFd has agreed that the special meeting will be convened and the stock issuance proposal will be submitted to WaFd shareholders for their consideration and vote.

Unless the WaFd board has made an adverse recommendation change as described under the section entitled “—Change of Recommendation,” the WaFd board will recommend that WaFd shareholders approve the stock issuance and use its reasonable best efforts to cause the WaFd shareholder approval to be received at the special meeting or any adjournment or postponement thereof.

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No Solicitation

The merger agreement sets forth mutual restrictions on WaFd’s and EverBank’s ability to engage with third parties regarding acquisition proposals.

Each of WaFd and EverBank has agreed that it will not, and will cause its subsidiaries and its and its subsidiaries’ officers, directors and employees not to, and will use reasonable best efforts to cause its and its subsidiaries’ representatives not to, directly or indirectly:

In addition, WaFd has agreed to notify EverBank promptly (and in any event within 48 hours) after receipt by WaFd or any of its representatives of any acquisition proposal or any written request for information relating to WaFd or any of its subsidiaries, or for access to their business, properties, assets, books or records, from any third party that WaFd or any member of the WaFd board knows is considering making, is reasonably likely to make or has made an acquisition proposal. That notice must identify the third party and, to the extent known, the material terms and conditions of the acquisition proposal. WaFd has also agreed to keep EverBank reasonably informed, on a reasonably current basis, of the status and details of any such acquisition proposal and to provide EverBank, within 48 hours of receipt, copies of all material correspondence and written materials describing any material terms or conditions of any such acquisition proposal. The merger agreement does not impose a corresponding notice obligation on EverBank.

An “acquisition proposal” means, with respect to WaFd or EverBank, as applicable, other than the transactions contemplated by the merger agreement, any offer, inquiry or proposal relating to, or any third party indication of interest in:

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Change of Recommendation

Subject to certain exceptions described below, the WaFd board has agreed to recommend that WaFd shareholders vote “FOR” the stock issuance proposal.

Under the merger agreement, an “adverse recommendation change” is deemed to have occurred if the WaFd board (a) fails to make, withdraws, or qualifies, amends or modifies in any manner adverse to EverBank, its recommendation that WaFd shareholders approve the stock issuance, (b) fails to make, or to include in this proxy statement, that recommendation or (c) recommends, adopts or approves, or publicly proposes to recommend, adopt or approve, any acquisition proposal. Any failure by the WaFd board to publicly and without qualification either recommend against an acquisition proposal or reaffirm its recommendation, in each case within 10 business days (or such fewer number of days as remains prior to the special meeting) after such acquisition proposal is made public, will be treated as a withdrawal of the WaFd board’s recommendation that is adverse to EverBank.

Prior to obtaining the WaFd shareholder approval, the WaFd board may only make an adverse recommendation change (a) in connection with an acquisition proposal that constitutes a “superior proposal” or (b) in response to an “intervening event.” Both of these circumstances under which an adverse recommendation change may be made are described below.

Change of Recommendation for a Superior Proposal

The WaFd board may make an adverse recommendation change in connection with a superior proposal if, prior to the receipt of the WaFd shareholder approval, WaFd:

Prior to the WaFd board making an adverse recommendation change pursuant to the above:

A “superior proposal” means any bona fide written acquisition proposal that did not result from a violation of WaFd’s non-solicitation obligations under the merger agreement that the WaFd board determines in good faith (after consultation with its outside legal counsel and financial advisor), taking into account all the terms and conditions of the acquisition proposal, including regulatory approvals, availability of financing and closing timing, would result in a transaction that is more favorable to WaFd shareholders from a financial point of view than the transactions contemplated by the merger agreement (taking into account any proposal by EverBank to amend the terms of the merger agreement) and is reasonably likely to be completed on the terms proposed; provided that, for purposes of the definition of “superior proposal,” references in the term “acquisition proposal” to “20%” are deemed to be references to “50%.”

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Change of Recommendation for an Intervening Event

The WaFd board may make an adverse recommendation change if, prior to the receipt of the WaFd shareholder approval, the WaFd board determines in good faith (after consultation with its outside legal counsel and financial advisor) that an intervening event has occurred and that the failure to make an adverse recommendation change would be more likely than not to result in a violation of its fiduciary duties under applicable law.

Prior to the WaFd board making an adverse recommendation change pursuant to the above, WaFd has agreed to take the following actions:

An “intervening event” means any material event, development or change occurring or arising after the date of the merger agreement that was not known or reasonably foreseeable, or the material consequences of which were not known or reasonably foreseeable, in each case to the WaFd board as of or prior to the date of the merger agreement, provided that none of the following, in and of itself, will constitute an intervening event: (a) an acquisition proposal or any consequence thereof, (b) any breach of the merger agreement, (c) any change in the market price or trading volume of WaFd common stock or the fact that WaFd meets or exceeds any internal or published budgets, projections, forecasts or predictions of financial performance for any period (it being understood that the underlying causes of such change or fact are not excluded by this clause (c)) or (d) the timing of any licenses, authorizations, permits, consents or approvals required to be obtained pursuant to the merger agreement prior to the closing.

Notwithstanding any adverse recommendation change, unless the merger agreement has been validly terminated, WaFd has agreed that the special meeting will be convened and the stock issuance proposal will be submitted to WaFd shareholders for their consideration and vote.

Registration Rights; Stock Exchange Listing

WaFd has agreed to take such actions as are necessary and proper to be prepared to, and to, file a registration statement in accordance with the Securities Act to register the merger consideration, which registration statement is required to be filed with the SEC no later than five business days prior to the first release date under the shareholders agreement and, if WaFd is then eligible, will be an automatic shelf registration statement. WaFd may satisfy this obligation by filing with the SEC a prospectus supplement under a “universal” or other shelf registration statement that also registers sales of securities for the account of WaFd or other holders. Prior to the closing, WaFd has agreed to use its commercially reasonable efforts not to take, or fail to take, any action that would reasonably be expected to cause WaFd to be ineligible to file an automatic shelf registration statement on Form S-3. Notwithstanding the filing of any such registration statement, unless otherwise determined by WaFd, the merger consideration will remain subject to the transfer restrictions in the shareholders agreement.

WaFd has agreed to use its reasonable best efforts to cause the shares of WaFd common stock to be issued as merger consideration to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the merger effective time.

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Employee Benefits Matters

Under the merger agreement, each of WaFd and EverBank has agreed to take certain actions with respect to employee benefit matters, including with respect to:

The merger agreement does not prohibit WaFd, EverBank or any of their respective subsidiaries from amending or terminating any benefit plan in accordance with its terms, and does not require any of them to create or continue any particular compensation or benefit plan after the merger effective time or to employ any particular person on any particular terms. These provisions are solely for the benefit of the parties to the merger agreement, and no current or former employee, officer, director or consultant is a third-party beneficiary of them or is guaranteed employment or any specific term or condition of employment.

Director and Officer Indemnification and Insurance

The parties have agreed that, from and after the merger effective time, the surviving corporation will indemnify and hold harmless and advance expenses as incurred, in each case to the extent (subject to applicable law) such persons are indemnified as of the date of the merger agreement by EverBank or WaFd pursuant to their respective organizational documents, the governing documents of their respective subsidiaries and the indemnification agreements in existence as of the date of the merger agreement, each present and former director or officer of EverBank, WaFd and their respective subsidiaries, in each case when acting in such capacity (each, an “indemnified party”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether arising before or after the merger effective time, arising out of the fact that such person is or was a director or officer of EverBank, WaFd or any of their respective subsidiaries and pertaining to matters existing or occurring at or prior to the merger effective time, including the transactions contemplated by the merger agreement. In the case of advancement of expenses, the indemnified party must provide an undertaking, in a reasonable and customary form, to repay such advances if it is ultimately determined that the indemnified party is not entitled to indemnification. These provisions survive the merger effective time and are enforceable by each indemnified party and his or her heirs and representatives. The obligations of the surviving corporation under these provisions may not be terminated or modified in a manner so as to adversely affect any indemnified party without the prior written consent of the affected person, and the surviving corporation will cause any successor or assign to assume these obligations.

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At or prior to the merger effective time, each of EverBank and WaFd will purchase past acts and extended reporting period (“tail”) insurance coverage under its (a) current directors’ and officers’ insurance policy, (b) employment practices liability insurance policy and (c) bankers professional insurance policy (or may substitute policies with a substantially comparable insurer providing at least the same coverage and amounts on terms no less advantageous to the insured), in each case providing coverage with respect to claims arising from facts or events which occurred at the merger effective time or during at least the six-year period immediately preceding the merger effective time (including the transactions contemplated by the merger agreement) and in effect for a period of at least six years from and after the merger effective time. Neither EverBank nor WaFd will expend, on an annual basis, for such extended insurance coverage an amount in excess of 300% of the current annual premium paid as of the date of the merger agreement by EverBank or WaFd, respectively, for such insurance.

Other Covenants

Under the terms of the merger agreement, WaFd and EverBank made certain other covenants to and agreements with each other regarding other matters including, but not limited to:

Conditions to the Merger

Conditions to the Obligations of the Parties to Complete the Merger

The obligations of each of WaFd and EverBank to complete the merger are subject to the mutual satisfaction or waiver of various conditions at or prior to the merger effective time, including the following:

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The requisite EverBank shareholder approval was obtained by written consent delivered immediately following the execution and delivery of the merger agreement, and no further approval by EverBank’s shareholders in connection with the merger is required.

Conditions to the Obligations of WaFd to Complete the Merger

In addition, the obligation of WaFd to complete the merger is subject to the satisfaction or waiver of various conditions at or prior to the merger effective time, including the following:

Conditions to the Obligations of EverBank to Complete the Merger

In addition, the obligation of EverBank to complete the merger is subject to the satisfaction or waiver of various conditions at or prior to the merger effective time, including the following:

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Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the merger effective time:

In addition, the merger agreement may be terminated

Effect of Termination

If the merger agreement is terminated as described in “—Termination of the Merger Agreement” above, the merger agreement will be void and have no effect, and none of WaFd, EverBank, any of their respective subsidiaries or any of the officers or directors of any of them will have any liability of any nature whatsoever under the merger agreement or in connection with the transactions contemplated thereby, except that:

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Termination Fee

The merger agreement provides that WaFd will pay EverBank a termination fee of $101,060,629 in cash in connection with a termination of the merger agreement under the following circumstances:

The termination fee will be payable (a) in the case of a termination by EverBank in connection with an adverse recommendation change or a material breach by WaFd of those obligations, within two business days of such termination (or, if the merger agreement is terminated by WaFd in those circumstances, substantially concurrently with, and as a condition to, such termination), and (b) in the case of a termination described in the second bullet above, substantially concurrently with, and as a condition to, the earlier of the consummation of the applicable transaction and the entry into a definitive agreement with respect to the applicable transaction. Any payment of the termination fee will be made by wire transfer of immediately available funds to an account designated in writing by EverBank.

If WaFd fails to promptly pay the termination fee when due, and, in order to obtain such payment, EverBank commences a suit that results in a judgment against WaFd for such amount or any portion thereof, WaFd must pay EverBank its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit. Any amount not paid when due will bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal in effect on the date of such payment.

In no event will WaFd be obligated to pay the termination fee on more than one occasion. The termination fee, together with any costs, expenses and interest payable in connection with an action to collect it, constitutes liquidated damages and not a penalty and, except in the case of fraud or a willful breach, is EverBank’s sole monetary remedy in the event of a termination of the merger agreement in the circumstances described above.

Amendments; Waiver

Subject to compliance with applicable law, the merger agreement may be amended by the parties at any time before or after the receipt of the EverBank shareholder approval or the WaFd shareholder approval, except that after the receipt of either such approval, no amendment that requires further approval of the shareholders of EverBank or WaFd, as applicable, under applicable law may be made without obtaining that further approval. The merger

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agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each of the parties. In addition, at any time prior to the merger effective time, the parties may, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other party, waive any inaccuracies in the other party’s representations and warranties and waive compliance with any of the agreements or satisfaction of any conditions for its benefit, in each case subject to the same limitation with respect to matters requiring further shareholder approval. Any such extension or waiver is valid only if set forth in a written instrument signed on behalf of the party granting it, and no such extension or waiver, or failure to insist on strict compliance with any obligation, covenant, agreement or condition, operates as a waiver of, or estoppel with respect to, any subsequent or other failure.

Specific Performance

The parties have agreed that irreparable damage would occur if any provision of the merger agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties are entitled to specific performance of the terms of the merger agreement, including an injunction or injunctions to prevent breaches of the merger agreement or to enforce specifically the performance of its terms and provisions, including the parties’ obligation to consummate the merger, in addition to any other remedy to which they are entitled at law or in equity. Each party has further waived any defense in an action for specific performance that a remedy at law would be adequate, and any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.

Applicable Law; Jurisdiction

The merger agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the law of any other state, except that matters relating to the fiduciary duties of the WaFd board are governed by the laws of the State of Washington. Each party has irrevocably and unconditionally submitted to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if and only if that court finds it lacks jurisdiction, the federal court of the United States of America sitting in Delaware, and any appellate court from either of them, in any action or proceeding arising out of or relating to the merger agreement or the transactions contemplated thereby.

Waiver of Jury Trial

Each of WaFd and EverBank has irrevocably and unconditionally waived any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the merger agreement or the transactions contemplated thereby, including the merger. Each party has certified and acknowledged that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce such waiver, (b) it understands and has considered the implications of such waiver, (c) it makes such waiver voluntarily and (d) it has been induced to enter into the merger agreement by, among other things, such mutual waivers and certifications.

Fees and Expenses

Except as otherwise expressly provided in the merger agreement (including in respect of the termination fee described above), all fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such fees or expenses, whether or not the merger is consummated. In addition, subject to the occurrence of the closing and except as otherwise provided in the merger agreement with respect to withholding, WaFd will pay, or cause to be paid, all transfer (including real estate transfer), stamp and documentary taxes imposed on WaFd, EverBank, the surviving corporation or their respective subsidiaries as a result of the consummation of the merger.

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SHAREHOLDERS AGREEMENT

This section describes the material terms of the shareholders agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the shareholders agreement, a copy of which is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the shareholders agreement that is important to you. You are encouraged to read the shareholders agreement carefully and in its entirety.

In connection with the execution of the merger agreement, WaFd entered into the shareholders agreement with certain shareholders of EverBank, including the major investors. The shareholders agreement will become effective at the closing, and as of that time will amend, restate and supersede in its entirety the existing stockholders agreement among EverBank and those shareholders.

Board of Directors

Under the shareholders agreement, from the closing until the fourth anniversary of the closing (the “nomination period”), for so long as a major investor beneficially owns a number of shares of WaFd common stock equal to at least 3% of the total issued and outstanding shares of WaFd common stock immediately following the merger (the “board ownership threshold”), each of funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners and Sixth Street, as well as TIAA, will have the right to nominate one investor director. Accordingly, as of the merger effective time it is expected that the WaFd board will include:

Under the shareholders agreement, the WaFd board has agreed to (a) include each such nominee in WaFd’s slate of director nominees and recommend that WaFd shareholders vote in favor of electing such nominee as a director at WaFd’s annual meeting and (b) use reasonable best efforts to have such nominee elected as a director of WaFd.

If a major investor ceases to own the board ownership threshold, such major investor’s investor director will resign. Each investor director will deliver to the WaFd board, in connection with his or her appointment, an irrevocable resignation letter providing that the resignation will take effect on the earlier of (a) 10 business days following written notice from WaFd to the applicable major investor that it has fallen below the board ownership threshold, unless that major investor has commenced a proceeding in respect of that determination, and (b) that major investor’s written confirmation to WaFd that it has fallen below the board ownership threshold. With respect to the first vacancy created in this manner, if the funds managed by Bayview Asset Management then own the board ownership threshold, the observer designated by Bayview Asset Management will be appointed as a director and will thereafter be deemed an investor director, and those funds will have the nomination rights of a major investor, subject to the ownership requirements described above. With respect to any subsequent major investors that cease to own the board ownership threshold, any replacement director prior to the fourth anniversary of the closing will be an independent director not affiliated or associated with any major investor, selected by the applicable remaining legacy EverBank directors. If at any time the investor directors would constitute 25% or more of the directors then serving on the WaFd board, WaFd will cause a number of vacancies to be filled as soon as reasonably practicable so as to ensure that the investor directors do not constitute 25% or more of the directors then serving on the WaFd board.

In addition, for so long as a major investor beneficially owns a number of shares of WaFd common stock equal to at least 1.5% of the total issued and outstanding shares of WaFd common stock immediately following the merger (the “observer ownership threshold”) but less than the board ownership threshold, or owns at least the board ownership threshold but its investor director is independent and not affiliated or associated with any major investor, that major investor will have the right to designate one observer to the WaFd board, who will also have the right to be an observer to any committee of the WaFd board. For so long as the major investors collectively own a number of

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shares of WaFd common stock equal to at least 15% of the total issued and outstanding shares of WaFd common stock immediately following the merger, the major investors (acting by majority of the shares then held by them) will also have the right to designate one additional board observer.

Subject to applicable legal and regulatory requirements, each investor director will also be appointed to the Board of Directors of WaFd’s bank subsidiary. The right of each major investor to nominate an investor director or designate an observer may be transferred only to an affiliate that acquires shares from that major investor as a permitted transferee, and only for so long as the transferee remains an affiliate.

Indemnification; Insurance and Expenses

Under the shareholders agreement, WaFd will provide customary indemnification and exculpation rights to directors, which will be reflected in WaFd’s organizational documents and a customary indemnification agreement, and will maintain customary directors’ and officers’ insurance in an amount and with such terms and conditions as the WaFd board determines to be reasonable. In addition, WaFd will, to the fullest extent permitted by law, pay in advance all expenses in connection with any proceedings for which directors are indemnified.

Voting; Quorum

Under the shareholders agreement, until the earlier of the end of the nomination period and the date on which a major investor ceases to own the observer ownership threshold, at any annual or special meeting of WaFd shareholders with respect to the election of directors, each major investor has agreed to:

Regulatory Matters

The shareholders agreement addresses the maintenance of each major investor’s status as an investor that is not deemed or presumed to have “control” of, or a “controlling influence” over, WaFd within the meaning of the Change in Bank Control Act of 1978, the Bank Holding Company Act of 1956 or the rules, regulations, applications and reporting forms promulgated thereunder by the Federal Reserve Board (“non-controlling investor status”).

If WaFd takes any action that would, or would reasonably be expected to, result in any major investor being deemed or presumed to have control of or a controlling influence over WaFd for these purposes, WaFd must notify that major investor and engage in good faith efforts to restructure that major investor’s ownership such that it is not deemed or presumed to have control of or a controlling influence over WaFd. If, within 10 business days of providing that notice, WaFd and the major investor do not agree to such a restructuring, the major investor may elect to offer WaFd the right, at WaFd’s discretion, to buy back such portion of that major investor’s shares as is necessary to ensure its non-controlling investor status at a price per share equal to fair market value. If the major investor offers WaFd that right and WaFd does not elect to purchase those shares, then, notwithstanding the transfer restrictions described below, that major investor may transfer its shares, in whole or in part, to a third party, provided that (a) the transferee is not a competitor, a sanctioned person or another person that would, based on the advice of counsel to WaFd after consideration of any mitigating measures, pose material regulatory risks to WaFd, (b) the transfer does not result in any default under indebtedness of WaFd or any of its subsidiaries and (c) the transfer would not reasonably be expected to result in the transferee being deemed or presumed to have control of or a controlling influence over WaFd.

Each major investor has also irrevocably waived any rights or powers it may have under the shareholders agreement to impose a restriction on the rights of another investor that is not an affiliate with respect to that other investor’s shares in WaFd, solely to the extent those rights or powers would cause the major investor to be deemed to control that other investor’s shares in WaFd as interpreted and applied in a manner consistent with 12 C.F.R. § 225.9(b).

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Transfer Restrictions

The shareholders agreement provides for certain post-closing transfer restrictions on the shares of WaFd common stock received by EverBank shareholders in the merger. These restrictions will be released as follows:

Following the first release date and until the twelve-month anniversary of the closing, to the extent transfers of shares of WaFd common stock are permitted as described above, those transfers may be effected (a) in registered public offerings (including block trades and “overnight” transactions), (b) in sales pursuant to Rule 144 or Regulation S under the Securities Act (or an equivalent exemption under applicable securities laws), (c) in distributions to fund partners, (d) to affiliates, provided that the transferee remains an affiliate following the transfer, and (e) in other sales for value that are exempt from registration pursuant to any rule or regulation adopted by the SEC. However, except with the approval of a majority of the WaFd board (with all directors nominated by investors transferring shares in the applicable transaction recusing themselves), no disposition may (i) knowingly be made, after reasonable inquiry in the event of a private sale, to any person who, together with its affiliates, would beneficially own 10% or more of the WaFd common stock, (ii) knowingly be made, after reasonable inquiry in the event of a private sale, to a person that is a competitor or an activist investor, other than to an underwriter or similar financial institution acting in its capacity as an intermediary facilitating a transfer to a third party that is not specifically directed to any such person, or (iii) be made if the transfer would result in any default under indebtedness of WaFd or any of its subsidiaries.

The transfer restrictions do not apply to certain permitted back leverage transactions entered into by a major investor, and WaFd has agreed to provide cooperation in connection with a major investor obtaining such permitted back leverage.

Other Investor Covenants

The shareholders agreement does not subject the major investors to a standstill restricting their ability to acquire additional shares of WaFd common stock or to take other actions with respect to WaFd. It does contain the following additional investor covenants.

Each party to the shareholders agreement has agreed to keep confidential, and not to disclose to any third person or use for its own benefit—other than in connection with managing its investment in WaFd and its subsidiaries or exercising or enforcing its rights under the shareholders agreement or any other agreement entered into with WaFd or any of its subsidiaries—without the prior approval of the WaFd board, any non-public information with respect to WaFd, its subsidiaries and any person in which WaFd holds, or contemplates acquiring, an investment. A party may nevertheless disclose such information (a) to the extent it has become generally available to the public, came into that party’s possession on a non-confidential basis without a breach of any confidentiality obligation or was independently developed without the use of the information, (b) to its affiliates and their respective directors, managers, officers, representatives, agents, employees and professional advisers who need to know the information and are directed to keep it confidential, (c) in the case of a major investor, to its investors, limited partners and members and their representatives, and to any person that has expressed a bona fide interest in becoming an investor, limited partner or member in that major investor or an affiliated investment fund, subject to customary confidentiality undertakings, (d) to the extent legally required or necessary to be furnished, in which case the party must furnish only the portion of the information that counsel advises is required and must use reasonable efforts to obtain assurances of confidential treatment, and (e) in the case of a major investor, to any lender, counterparty, agent, custodian, collateral agent or other secured party in connection with any permitted back leverage, subject to the execution of a customary confidentiality agreement.

No investor, or any of its controlled affiliates, may directly or indirectly solicit for employment or employ any employee of WaFd or any of its subsidiaries who has the title of Managing Director (or equivalent role) or higher during such time as that individual is employed by WaFd or any of its subsidiaries. An investor, or any of its controlled affiliates, may, however, (a) solicit or hire any former employee of WaFd or any of its subsidiaries who either had his or her employment terminated by WaFd or the applicable subsidiary prior to the commencement of

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employment discussions with that investor or its controlled affiliates, or resigned at least six months prior to the solicitation or hiring, and (b) make general solicitations, including through a headhunter or search firm, that are not targeted at those employees, and hire any individuals who respond to those general solicitations. These provisions apply to a portfolio company of a sponsor only to the extent that the solicitation or hiring by the portfolio company was done at the direction of the private equity business of that sponsor or was based on confidential information provided by that business to a representative of the portfolio company.

Subject to any written agreement, including restrictive covenants or agreements imposing fiduciary duties, the shareholders agreement provides that each of the major investors, their respective associated funds and portfolio companies, the investor directors, the other employees and representatives of the major investors and their respective associated funds, managers, portfolio companies and affiliates, and the board observers, together with their affiliates, has the right to, and has no fiduciary duty or other duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as WaFd or any of its subsidiaries, including business activities or lines of business in competition with WaFd or any of its subsidiaries. Neither WaFd nor any of its subsidiaries has any rights in or to the business ventures of those persons, or the income or profits derived from them, and those persons may do business with any potential or actual customer, supplier or other business partner or counterparty of WaFd or any of its subsidiaries.

Registration Rights

WaFd will be required to use its reasonable best efforts to file a shelf registration statement covering the resale of registrable securities (as defined below) on the date that is five business days prior to the first release date under the transfer restrictions described above, and to use its reasonable best efforts to cause that shelf registration statement to be declared effective as promptly as practicable thereafter. WaFd has also agreed to use reasonable efforts to file that shelf registration statement on the closing date, subject to the availability of required financial information.

The shareholders agreement also provides the investors with demand and piggyback registration rights. From and after the first release date, each major investor, or a transferee of a major investor, that beneficially owns at least 6% of the total issued and outstanding shares of WaFd common stock immediately following the merger may request, individually or as a group of no fewer than two such holders, that WaFd effect up to but in no event more than three registrations, and each investor that beneficially owns at least 3% of such shares may request, individually or as a group of no fewer than two such holders, that WaFd effect up to but in no event more than one registration, in each case provided that the registration involves a request for an offering with estimated net proceeds, assuming a reasonable market and underwriting discount, of at least $50,000,000 of registrable securities. The number of marketed and non-marketed shelf take-downs to which holders of at least 3% of such shares are entitled is unlimited. Solely with respect to the WaFd rollover preferred stock, the investor holding that stock as of the date of the shareholders agreement is deemed to hold at least 3% of such shares regardless of its ownership of WaFd common stock, provided that it may request a maximum of one underwritten offering in respect of the WaFd rollover preferred stock in any calendar year. The investors will also have piggyback rights to include their registrable securities in other registration statements filed by WaFd. All expenses incident to WaFd’s performance of or compliance with its registration obligations will be paid by WaFd, whether or not any registration statement is filed or declared effective, other than underwriting discounts and commissions and transfer taxes attributable to the sale of registrable securities, which will be borne proportionately by each selling holder.

In addition, WaFd may not enter into any agreement granting registration or similar rights that are superior or pari passu to those granted under the shareholders agreement without the consent of major investors beneficially owning at least 66.667% of the shares of WaFd common stock then beneficially owned by the major investors. WaFd has also represented and agreed that it is not currently a party to, and will not enter into, any agreement with respect to its securities that violates, subordinates or is inconsistent with, or that grants any rights more favorable than, the rights granted under the shareholders agreement, and that if WaFd grants registration rights to any person that are more favorable than those provided under the shareholders agreement, those more favorable rights must also be provided to the holders under the shareholders agreement.

“Registrable securities” generally means any shares of WaFd common stock or WaFd rollover preferred stock acquired by the investors in the merger or by their permitted transferees or other transferees in accordance with the shareholders agreement, together with any securities that may be issued or distributed or be issuable in respect of those shares by way of conversion, dividend, stock split or other distribution, merger, consolidation, exchange,

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recapitalization or reclassification or similar transaction. Shares cease to be registrable securities to the extent that (a) a registration statement with respect to their sale has become effective under the Securities Act and they have been disposed of in accordance with the plan of distribution set forth in that registration statement, (b) they have been sold pursuant to Rule 144 and the restrictive legends on those shares have been removed, (c) they are no longer subject to the terms and conditions of the shareholders agreement, (d) they have been transferred and unlegended certificates for them have been issued such that they can thereafter be sold without registration, or (e) they are held by a person that, together with that person’s affiliates, beneficially owns less than 1% of the outstanding shares of WaFd common stock and has satisfied the holding period requirement under Rule 144(d).

Termination

The shareholders agreement will terminate upon the earlier of the termination of the merger agreement pursuant to its terms without the closing having occurred, the time when no investor owns any shares of WaFd common stock or WaFd rollover preferred stock, and the dissolution or liquidation of WaFd. If the shareholders agreement is terminated prior to the closing, EverBank’s existing stockholders agreement will continue in full force and effect pursuant to its terms. The rights and obligations of an investor will terminate automatically from and after such time as that investor no longer beneficially owns any shares of WaFd common stock or WaFd rollover preferred stock, except that the confidentiality and employee non-solicitation obligations will continue to bind that investor until the first anniversary of that date. In addition, the governance provisions of the shareholders agreement, including the major investors’ board nomination and observer designation rights, will terminate at the end of the nomination period or, with respect to any major investor, when that major investor ceases to own the applicable ownership threshold. The registration rights will expire as to any share when that share ceases to be a registrable security by reason of its disposition under an effective registration statement, its sale under Rule 144 with the restrictive legends removed, or its transfer accompanied by the issuance of unlegended certificates such that it can thereafter be sold without registration, provided that the registration expense and indemnification provisions will survive that expiration.

Amendment and Waiver

The shareholders agreement may be amended or modified with the prior approval of (a) major investors beneficially owning at least 66.667% of the shares of WaFd common stock then beneficially owned by the major investors, (b) WaFd and (c) such other approvals, if any, as are expressly required under the shareholders agreement; provided that any amendment or modification that has, or would reasonably be expected to have, a disproportionate adverse effect on a particular major investor requires that major investor’s prior written consent. No amendment may be made that would cause the shareholders agreement to be inconsistent with WaFd’s articles of incorporation in effect at such time. The WaFd board may, without the consent of any investor, amend or modify the shareholders agreement to correct typographical or ministerial errors or to add or delete any provision required to be added or deleted in order to comply with, or avoid a violation of, applicable law. Any waiver is valid only if set forth in an instrument in writing signed by the party granting it.

Applicable Law; Jurisdiction

The shareholders agreement, and any dispute arising out of, relating to or in connection with it, will be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to any conflicts of law provisions that would result in the application of the laws of any other jurisdiction. Any action against any party relating to the shareholders agreement must be brought exclusively in the Court of Chancery of the State of Delaware located in Wilmington, Delaware or, if that court declines to accept jurisdiction over a particular matter, any state court located in Wilmington, Delaware or the United States District Court for the District of Delaware, and the appellate courts thereof, and the parties have irrevocably waived any objection to venue in those courts and any defense of inconvenient forum. Each party is entitled, in addition to any other remedy to which it may be entitled at law or in equity, to injunctive relief, including specific performance, to enforce the obligations under the shareholders agreement in accordance with its terms, without the posting of any bond or other security, and no party may raise the defense that there is an adequate remedy at law or relief in money damages. The parties have also irrevocably and unconditionally waived any right to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the shareholders agreement.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following tables present unaudited condensed consolidated financial information for each of EverBank and WaFd, as well as unaudited pro forma combined condensed consolidated financial information for EverBank and WaFd reflecting the merger and pro forma adjustments described in the accompanying notes. EverBank and WaFd have prepared the unaudited pro forma combined condensed consolidated balance sheet to give pro forma effect to the merger as if it had been consummated on June 30, 2026, and the unaudited pro forma combined condensed consolidated income statement to give pro forma effect to the merger as if it had been consummated on October 1, 2024.

The unaudited pro forma combined condensed consolidated financial information appearing below assumes that the merger is accounted for as a reverse acquisition using the acquisition method of accounting, in accordance with ASC 805-10, Business Combinations, with WaFd treated as the legal acquirer and EverBank treated as the accounting acquirer. In determining EverBank as the acquiring entity for accounting purposes, WaFd and EverBank considered numerous factors as of the date of this proxy statement, including the relative size of WaFd and EverBank prior to the consummation of the merger, the relative ownership interests of the combined company, the composition of the board of directors and senior management team following completion of the merger, and the ongoing operations of the combined company. No one factor was determinative. See the section entitled “The Merger—Accounting Treatment.” Under reverse acquisition accounting, WaFd’s assets and liabilities will be recorded at their estimated fair values as of the acquisition date, while EverBank’s historical carrying values will generally be retained. Accordingly, the purchase accounting adjustments reflected in the accompanying unaudited pro forma combined condensed consolidated financial statements primarily relate to the remeasurement of WaFd’s assets and liabilities to estimated fair value.

The unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma combined condensed consolidated financial information with materially relevant estimated adjustments. Certain reclassifications have been made to the historical financial statements of WaFd to conform to the presentation in EverBank’s financial statements. Accordingly, the unaudited pro forma combined condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results that might have occurred had the merger taken place on June 30, 2026, for balance sheet purposes and on October 1, 2024, for income statement purposes, and is not intended to be a projection of future results. Historical results for any prior period are not necessarily indicative of results to be expected in any future period, and historical results for the nine months ended June 30, 2026 and the year ended September 30, 2025 are not necessarily indicative of results to be expected for 2026 or that may be achieved in the future. A final determination of the acquisition consideration and fair values of WaFd’s assets and liabilities, which cannot be made prior to the completion of the merger, will be based on the actual net tangible and intangible assets of WaFd that exist as of the date of completion of the merger. Consequently, amounts preliminarily allocated to the goodwill created and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma combined condensed consolidated financial information presented below and could result in a material change in amortization of acquired intangible assets.

The unaudited pro forma combined condensed consolidated financial information includes nonrecurring estimated after-tax merger costs, including system conversion costs, advisory fees, legal fees, integration consulting fees and employee-related costs such as severance and change in control payments. The costs included are not expected to exceed 12 months. These estimates are based on expected costs, including agreements with employees or other employee benefit plans. The pro forma costs do not include the benefits of expected cost savings or opportunities to earn additional revenue, as these are generally not supportable transaction accounting adjustments. Estimated merger costs are subject to change, and actual merger costs could differ from such estimates.

In addition, future results may differ materially from those reflected in the unaudited pro forma combined condensed consolidated financial information included in this proxy statement. These differences may result from various factors, including but not limited to those discussed under the section entitled “Risk Factors” and in WaFd’s Annual Report on Form 10-K most recently filed with the SEC, as well as in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” Among other factors, the actual amounts recorded as of the completion of the merger may differ materially from the information presented in these unaudited pro forma combined condensed consolidated financial statements as a result of:

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The unaudited pro forma combined condensed consolidated financial information is provided for illustrative information purposes only. The unaudited pro forma combined condensed consolidated financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed consolidated financial information and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed consolidated financial information should be read together with:

The accompanying unaudited pro forma combined condensed consolidated statements of income for the year ended September 30, 2025 and the nine months ended June 30, 2026 combine the historical consolidated statements of operations for WaFd and the historical consolidated statements of income for EverBank for the same periods. As EverBank’s fiscal year end differs from WaFd’s, the full-year consolidated statement of income was derived from subtracting the nine months ended September 30, 2024 from the year ended December 31, 2024 and adding the nine months ended September 30, 2025 to form a full year ended September 30, 2025. Additionally, the nine-month consolidated statement of income was derived from subtracting the nine months ended September 30, 2025 from the year ended December 31, 2025 and adding the six months ended June 30, 2026 to form the nine months ended June 30, 2026.

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UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED

BALANCE SHEET

As of June 30, 2026

(in thousands)