WaFd to merge with EverBank in deal creating combined bank

What happened

On September 8, 2026, WaFd, Inc. (NASDAQ: WAFD), a Seattle-based bank holding company, disclosed in a Form 8-K filing that it entered into a merger agreement with EverBank Financial Corp on September 6, 2026.

The deal is structured as a reverse merger: EverBank will merge into WaFd, with WaFd as the surviving corporation. Immediately after closing, the surviving company will rename itself EverBank Financial Corp, and WaFd Bank will merge into EverBank, National Association.

Each share of EverBank common stock will be converted into WaFd shares at an exchange ratio set so that former EverBank holders will own approximately 59.175% of the combined company's common stock, and WaFd holders about 40.825%. These percentages are fixed and do not adjust for changes in WaFd's share price.

EverBank's shareholders have already approved the deal via written consent. The merger remains subject to WaFd shareholder approval, regulatory approvals, and other customary closing conditions. A termination fee of approximately $101.1 million is payable by WaFd under certain circumstances if the deal fails to close by September 6, 2027.

Post-merger governance calls for a 13-member board with seven EverBank-designated directors and six WaFd-designated directors. Robert Radway is set to become Chairman, Greg Seibly CEO, and Brent Beardall (WaFd's current CEO) President.

Market reaction

WaFd's stock fell 5.56% on the day of the announcement, closing at $34.28, down from $36.30 the prior day. Trading volume was approximately 3.7 million shares, more than six times the average volume, with a Z-score of 13.43 indicating unusually heavy trading activity.

The price data confirms a significant sell-off, but the filing does not explain the reason for the move. Investors could have reacted to the merger terms, the anticipated dilution, or other factors not detailed in this filing.

What this means

Form 8-K is a 'current report' that companies file with the SEC to announce major events that shareholders should know about. This filing covers several items simultaneously: a material agreement (Item 1.01), an unregistered sale of equity (Item 3.02, because the merger will issue WaFd shares to EverBank holders), a change in directors or officers (Item 5.02, detailing the new leadership), and Regulation FD disclosure (Item 7.01, for voluntary public announcements).

The merger is an all-stock transaction. WaFd will issue roughly 107.7 million new shares of its common stock, which will significantly increase the total share count. For existing WaFd shareholders, this dilutes their ownership to about 40.8% of the combined company.

The deal is structured so that the combined company operates under EverBank's brand and leadership, though WaFd is technically the acquirer. This is a 'reverse merger' — a common structure when the target has certain characteristics (like a larger profile or specific regulatory approvals) that make it advantageous to keep its name and leadership.

Written consent from EverBank shareholders means they voted to approve the deal without a formal meeting, which is allowed under Delaware law. WaFd shareholders still need to vote in favor of issuing the new shares.

Regulatory approvals from the Federal Reserve and Office of the Comptroller of the Currency are required because both companies own banks; these approvals can take several months. If all conditions are met, the deal is expected to close before the September 2027 deadline.

This is a definitive agreement, not a letter of intent, meaning the terms are binding. The termination fee is designed to compensate EverBank if WaFd backs out under certain conditions.