WaFd, Inc. filed a definitive proxy statement (DEFM14A) on November 4, 2026, asking shareholders to approve the issuance of WaFd common stock in connection with its proposed merger with EverBank Financial Corp, with a special meeting scheduled for December 16, 2026.

Key Highlights

  • Merger structure: EverBank Financial Corp will merge with and into WaFd, with WaFd continuing as the surviving corporation and electing to be treated as a financial holding company.
  • Post-merger name change: Following the merger, the surviving corporation will change its name to EverBank Financial Corp.
  • Ownership split: Former EverBank holders will own approximately 59.175% and WaFd holders approximately 40.825% of the combined company on a fully diluted basis.
  • Shares to be issued: WaFd estimates approximately 107.3 million shares of WaFd common stock, on a fully diluted basis, will be issued at closing.
  • Preferred stock conversion: Each of the 675,000 outstanding EverBank Series A preferred shares, with a liquidation preference of $1,000 per share and a 6.50% fixed annual dividend rate, will convert into one newly created WaFd preferred share with substantially equivalent terms.
  • Board recommendation: The WaFd board unanimously recommends shareholders vote "FOR" the stock issuance proposal, "FOR" the compensation proposal, and "FOR" the adjournment proposal.
  • Special meeting date: The virtual special meeting will be held on December 16, 2026, at 9:00 a.m. Pacific Time.

WaFd and EverBank: Terms and Structure of the Proposed Combination

According to the filing, WaFd, Inc. (NASDAQ:WAFD) and EverBank Financial Corp entered into an Agreement and Plan of Merger on September 6, 2026. Under the merger agreement, EverBank will merge with and into WaFd, which will serve as the surviving corporation. Immediately following the merger, 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, with EverBank, National Association continuing as the surviving bank in the bank merger.

The filing states that the exchange ratio will be set so that former EverBank common stock holders and EverBank equity award holders will own approximately 59.175%, and WaFd common stock holders and WaFd equity award holders will own approximately 40.825%, of total issued and outstanding WaFd common stock on a fully diluted basis immediately following the merger. The filing specifies that "these ownership percentages are fixed and will not be adjusted for any reason, including any change in the trading price of WaFd common stock." WaFd estimates approximately 107.3 million shares of WaFd common stock will be issued at closing on a fully diluted basis. EverBank shareholders will receive cash in lieu of any fractional shares.

The filing also discloses that each of the 675,000 outstanding shares of EverBank's Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, bearing dividends at a fixed rate of 6.50% per annum, will automatically convert into one share of a newly created WaFd preferred series with substantially equivalent terms. Existing WaFd common stock and WaFd's 4.875% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, will remain outstanding and unaffected by the merger. The WaFd board unanimously determined on September 5, 2026, that the merger agreement and related transactions are advisable and in the best interests of WaFd and its shareholders, according to the filing.

What Was Disclosed

WaFd, Inc. filed a definitive proxy statement seeking shareholder approval to issue WaFd common stock in its proposed merger with EverBank Financial Corp. The special meeting is set for December 16, 2026, and the proxy was dated and first mailed on November 4, 2026.