WaFd Files Full EverBank Merger Agreement: 107.7M Shares, $101M Termination Fee, Executive Retention Deals
WAFD sits 42% above its 52-week low of $26.31.
Summary
WaFd filed the complete merger agreement for its reverse merger with EverBank, revealing 107.7M shares to be issued, a $101M termination fee, executive retention payments totaling $6.96M, and projections of 29% EPS accretion with 8.6% TBV dilution.
Key Events · M&A and Partnerships · WAFD
-
Full Merger Agreement Filed
EverBank merges into WaFd with EverBank as accounting acquirer; WaFd issues ~107.7M shares (103.1M basic) targeting 59.175%/40.825% ownership split, with EverBank investors holding the majority.
-
Termination Fee and Lock-Up Terms
$101,060,629 termination fee payable by WaFd under certain circumstances; EverBank shareholders subject to phased 12-month lock-up releasing 10%/10%/40%/40% at 30/90/180/365 days post-closing.
-
Executive Retention and Compensation
CEO Brent Beardall signs 5-year employment agreement at $1,116,625 base salary with 100% target bonus plus $5,025,000 continuity payment; COO Kim Robison receives $1,930,000 continuity payment.
-
Financial Projections and Dilution
Investor presentation projects ~29% 2027E EPS accretion, 15%+ ROATCE, $135M annual cost synergies, $280M one-time costs, $313M credit mark, 8.6% TBV dilution with 2.0-year earnback.
Analysis · WAFD · Finance
This 8-K delivers the complete legal and financial architecture of the WaFd-EverBank reverse merger announced yesterday. Beyond the headline 59.2%/40.8% ownership split, the filing reveals the Exchange Ratio mechanics that will issue approximately 107.7 million new WaFd shares, a $101.1 million termination fee, and a phased 12-month lock-up for EverBank's private equity backers. The deal is structured as a stock-for-stock transaction with EverBank as the accounting acquirer, meaning WaFd's balance sheet will be marked to fair value — a $313 million credit mark and $601 million loan mark will reshape reported earnings. Executive retention is locked in: CEO Brent Beardall gets a new 5-year employment agreement at $1.12 million base salary plus a $5.0 million continuity payment, while COO Kim Robison receives $1.93 million. The investor presentation projects ~29% EPS accretion for WaFd shareholders in 2027 and a 15%+ return on tangible common equity, but also 8.6% tangible book value dilution with a 2-year earnback. For a $2.7 billion market cap bank, this is a thesis-altering transaction that will define the company's trajectory for years.
How filings like this one have moved
In the 30 days to Sep 12, 2026, 42.4% of the 495 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.47%. 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 $37.30 on NASDAQ in the Finance sector, with a market capitalization of approximately $2.7B. The 52-week trading range was $26.31 to $39.49. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.