The key catalyst is the shareholder vote on the stock issuance proposal. Approval is a condition to closing. Monitor for the definitive proxy statement and the special meeting date. The fixed ownership split (59.175% EverBank / 40.825% WaFd) is fixed and will not adjust for any change in the trading price of WaFd common stock. The merger is expected to close in early 2027, pending regulatory approvals.
Price Chart
Executive Summary
WaFd, Inc. (WAFD) filed a preliminary proxy statement (PREM14A) seeking shareholder approval for the issuance of shares of common stock in connection with its proposed merger with privately-held EverBank Financial Corp. Under the terms of the merger agreement, EverBank will merge into WaFd, with WaFd as the surviving entity. EverBank shareholders will receive approximately 59.175% of the combined company's fully diluted common stock, while existing WaFd shareholders will hold approximately 40.825%. The transaction is structured as a reverse acquisition for accounting purposes, with EverBank as the accounting acquirer. The WaFd board unanimously recommends a vote 'FOR' the stock issuance proposal, which is a condition to closing.
Key Financial Metrics
Key Facts
- WaFd shareholders are asked to approve the issuance of approximately 107.3 million shares of WaFd common stock to EverBank shareholders, representing >20% of outstanding shares.
- The fixed ownership split gives EverBank shareholders 59.175% and WaFd shareholders 40.825% of the combined company on a fully diluted basis.
- The merger is expected to close in early 2027, subject to WaFd shareholder approval, regulatory approvals (Federal Reserve, OCC, Washington State), and other customary conditions.
- WaFd must pay EverBank a termination fee of $101,060,629 under certain circumstances, including an adverse recommendation change by the WaFd board.
- The WaFd board received a fairness opinion from Keefe, Bruyette & Woods (KBW) that the exchange ratio is fair from a financial point of view.
- Post-merger, the combined company's board will have 13 directors (7 legacy EverBank, 6 legacy WaFd), with Robert Radway as Chairman, Greg Seibly as CEO, and Brent Beardall as President.
- EverBank shareholders are subject to a phased lock-up on shares received in the merger, with full release after 12 months.
- The filing fee table values the transaction at approximately $3.89 billion based on a share price of $29.24 for WaFd common stock and a $1,000 liquidation preference for the preferred stock.
- The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
Financial Impact
The transaction is valued at approximately $3.89 billion based on the filing fee calculation table. The pro forma combined company would have had approximately $73.2 billion in total assets as of June 30, 2026. Estimated pre-tax cost synergies of ~$135 million, with a total pre-tax restructuring charge of $280 million.
Risk Factors
- Failure to obtain the WaFd shareholder approval is a condition to closing.
- Regulatory approvals from the Federal Reserve Board, OCC, and the State of Washington are required.
- Integration risks and the ability to realize the anticipated benefits and cost synergies.
- Potential for litigation challenging the merger.
- Dilution of existing WaFd shareholders' ownership to approximately 40.825% of the combined company.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| PREM14A Filing (Primary) | 0001140361-26-040429 |
| Document: ny20083818x1_ex107.htm | 0001140361-26-040429 |
| Document: 0001140361-26-040429-index-headers.html | 0001140361-26-040429 |
| Document: 0001140361-26-040429-index.html | 0001140361-26-040429 |
| Document: 0001140361-26-040429.txt | 0001140361-26-040429 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | DEFA14A | $29.20 | awaiting T+5 | — | $29.46 (+0.89%) |
Oct 21, 2026 5d ago | PREM14A | $29.44 | awaiting T+5 | — | $29.46 (+0.07%) |
Oct 19, 2026 7d ago | DEFA14A | $28.62 | awaiting T+5 | — | $29.46 (+2.94%) |
Oct 16, 2026 10d ago | 8-K | $28.42 $29.46 | ▼ −3.66% | ▼ −3.80% | $29.46 (−3.66%) |
Sep 18, 2026 5w ago | DEFA14A | $32.39 $31.35 | ▼ −3.21% | ▼ −4.48% | $29.46 (−9.05%) |
Aug 11, 2026 10w ago | 8-K | $37.76 $36.72 | ▼ −2.75% | ▼ −2.31% | $29.46 (−21.98%) |
Jul 17, 2026 14w ago | 8-K | $38.12 $36.72 | ▼ −3.67% | ▼ −2.99% | $29.46 (−22.72%) |
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