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WAFD INC (WAFD) filed an 8-K current report with the SEC on September 8, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 3.02 (Unregistered Sales of Equity Securities), Item 5.02 (Departure/Election of Directors or Officers), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.2). WaFd to acquire EverBank in an all-stock merger, with WaFd surviving and later renamed EverBank Financial Corp.
WAFD INC 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- WaFd to acquire EverBank in an all-stock merger, with WaFd surviving and later renamed EverBank Financial Corp
- EverBank holders receive 59.175% and existing WaFd holders 40.825% of the combined company, implying major ownership dilution
- Approximately 107.7 million WaFd shares expected at closing, subject to shareholder, Nasdaq, Federal Reserve and OCC approvals
- EverBank’s 675,000 preferred shares convert one-for-one into WaFd preferred shares with substantially equivalent 6.50% dividends
- Seven EverBank and six WaFd directors will govern for four years, with Greg Seibly as CEO and Brent Beardall as President
Item 5.02 · Departure/Election of Directors or Officers
- Employment agreement contingent on merger closing; five-year initial term with automatic one-year renewals
- Beardall compensation: $1,116,625 salary, 100% target bonus, and eligibility for equity awards
- Termination without Cause or resignation for Good Reason triggers severance equal to 2× salary plus target bonus over 24 months
- Closing-contingent continuity payments: Beardall $5,025,000 and COO Kim Robison $1,930,000
- Restrictive covenants include post-employment solicitation limits, with non-compete removed effective June 30, 2027
Item 7.01 · Regulation FD Disclosure
- Website information expressly excluded from incorporation into future SEC filings
- Investors should review the full 8-K and exhibits for substantive disclosed information
Item EX-99.1 · Exhibit EX-99.2
- $3.9B reverse merger combines EverBank and WaFd, with WaFd surviving and EverBank designated accounting acquirer
- WaFd shareholders expected to own 40.8% of the combined company versus 59.2% for EverBank investors
- Expected 2027 EPS accretion of approximately 29% for WaFd shareholders and tangible-book dilution earn-back under two years
- Combined company targets approximately 15% return on tangible common equity after full cost-synergy realization
- Expected early-2027 closing requires regulatory and WaFd shareholder approvals; ticker changes from WAFD to EVBK after completion
Other items in this filing:
- Item 3.02: Unregistered Sales of Equity Securities
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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