WaFd Calls Special Meeting to Approve 107.3M-Share Issuance for EverBank Merger
WAFD is trading near its 52-week low of $28.1 (0.1% above the low).
Summary
WaFd's preliminary proxy seeks approval to issue about 107.3 million shares to EverBank holders, who would own roughly 59.2% of the combined company. The board unanimously recommends the deal, and a failed vote can trigger a $101,060,629 termination fee.
Key Events · M&A and Partnerships · WAFD
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Special Meeting Called for Merger Share Issuance
Shareholders will vote on issuing approximately 107.3 million WaFd shares to EverBank holders, a step required under Nasdaq Rule 5635 because the issuance exceeds 20% of shares outstanding and shifts control.
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Ownership Split Fixed at 59.2% / 40.8%
On a fully diluted basis, former EverBank holders will own approximately 59.175% and existing WaFd holders approximately 40.825% of the combined company, with those percentages fixed regardless of WaFd's trading price.
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$101.1M Termination Fee on a Failed Vote
WaFd must pay EverBank $101,060,629 if the board changes its recommendation or the deal breaks and WaFd signs another transaction within a year; the fee equals 3.75% of the roughly $2.4 billion total consideration.
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Executive Payouts Total $15.3M for CEO
Merger-related compensation comes to $15,310,300 for Beardall, $5,301,431 for Holz, $4,442,353 for Cooper, $5,362,056 for Mauer and $5,492,434 for Robison, including Beardall's $5,025,000 and Robison's $1,930,000 continuity payments.
Analysis · WAFD · Finance
This proxy formalizes a control change: EverBank's owners would take roughly 59.2% of WaFd, leaving existing holders with about 40.8%, so the vote is not a routine capital raise. Without majority approval of the share issuance, either side can walk, and WaFd could owe EverBank $101,060,629. Insider payouts are spelled out as well: Beardall's total merger-related compensation is $15,310,300, including a $5,025,000 continuity payment, while KBW collects a $30,000,000 fee, $3,000,000 of which was already earned on the fairness opinion. Supply pressure arrives gradually because 40% of the merger shares remain locked up until 12 months after closing. Closing is targeted for early 2027 and cannot occur before December 31, 2026, pending approvals from the Federal Reserve Board, OCC and Washington state.
How filings like this one have moved
In the 30 days to Oct 22, 2026, 36.8% of the 1026 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.78%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, WAFD was trading at $28.13 on NASDAQ in the Finance sector, with a market capitalization of approximately $2.1B. The 52-week trading range was $28.10 to $39.49. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.