WaFd Files Full EverBank Merger Agreement: 59.2%/40.8% Split, $101M Termination Fee, 13-Member Board
WAFD sits 42% above its 52-week low of $26.31.
Summary
WaFd filed the full merger agreement for its reverse merger with EverBank, revealing fixed 59.2%/40.8% ownership split, $101M termination fee, 4-year governance lock-up, phased insider share releases, and executive retention packages.
Key Events · M&A and Partnerships · WAFD
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Fixed Exchange Ratio and Share Issuance
EverBank holders will own 59.175% and WaFd holders 40.825% of the combined company, with approximately 107.7 million new WaFd shares issued at closing on a fully diluted basis. The ratio is fixed and will not adjust for stock price changes.
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$101M Termination Fee
WaFd must pay EverBank $101,060,629 if the deal terminates under certain circumstances, including if WaFd accepts a superior acquisition proposal or fails to obtain shareholder approval after a competing bid emerges.
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Four-Year Governance Lock-Up
The combined board will have 13 directors (7 EverBank, 6 WaFd) for four years post-closing. Robert Radway becomes Chairman, Greg Seibly CEO, and Brent Beardall President. CEO and President roles require two-thirds board approval to change.
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Phased Insider Share Lock-Up
Major EverBank investors (Stone Point, Warburg Pincus, Reverence, Sixth Street, TIAA, Bayview) face a 12-month lock-up: 10% released at 30 days, 10% at 90 days, 40% at 180 days, and 40% at 12 months post-closing.
Analysis · WAFD · Finance
This DEFA14A contains the complete merger agreement and shareholders agreement, adding materially new terms beyond the prior summary disclosures. The exchange ratio is fixed at 59.175% EverBank / 40.825% WaFd ownership, with approximately 107.7 million new WaFd shares to be issued. A $101 million termination fee protects EverBank if WaFd accepts a superior proposal. Governance is locked for four years: a 13-member board split 7 EverBank / 6 WaFd, with EverBank's Greg Seibly as CEO and WaFd's Brent Beardall as President. Major EverBank investors (Stone Point, Warburg Pincus, Reverence, Sixth Street, TIAA, Bayview) are subject to a phased 12-month lock-up releasing 10%/10%/40%/40% of shares at 30/90/180/365 days post-closing. Executive continuity is secured via a 5-year employment agreement for Beardall ($1.12M base, 100% target bonus) and $7M in combined continuity payments. The deal projects ~29% EPS accretion for WaFd shareholders in 2027 and 15%+ ROATCE, with $135M in annual cost synergies against $280M in one-time costs.
How filings like this one have moved
In the 30 days to Sep 10, 2026, 43.8% of the 571 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.55%. 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.