Wafd, Inc. · NASDAQ:WAFD
Wafd — Merger or Acquisition (September 2026)
43 slides from Wafd's merger presentation, Sep 7, 2026
Slide 1: EverBank + WaFd: Stronger Together
EverBank + WaFd Stronger Together September 7, 2026 1
Slide 2: Statement Regarding Forward-looking Information
Statement Regarding Forward-looking Information This communication contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Slide 3: Important Other Information
Important Other Information In connection with the proposed transaction, WaFd intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, WaFd will mail the definitive proxy statement to each shareho
Slide 4: Today's Presenters
Today’s Presenters Greg Seibly Brent Beardall Chief Executive Officer President, Chief Executive Officer Pat Rusnak Kelli Holz Chief Financial Officer, Chief Financial Officer, Executive Vice President Executive Vice President 4
Slide 5: Transaction Overview
Transaction Overview 5
Slide 6: Bringing EverBank and WaFd Together
Bringing and Together National, Scaled, Multi-channel Banking Franchise with Robust Profitability Key Highlights Significant Pro Forma Scale EverBank is a $47bn-asset, scaled digital bank with branches in Florida & California and deep national commercial lending expertise $75B $59B $58B WaFd is a $2
Slide 7: A Merger That is Financially Compelling
A Merger That is Financially Compelling Attractive Pricing Drives Strong EPS Accretion with Minimal Tangible Book Value Dilution and Short Earnback Highly Compelling Financial Returns Attractive Pricing 2027 Price / Earnings Highly accretive to 10.8x WaFd EPS with robust ~29% 15%+ $865M+ 8.9x earnin
Slide 8: EverBank + WaFd: Stronger Together
+ : Stronger Together Bringing Together Complementary Institutions to Create a Highly Profitable and High-Growth Franchise 1 Multi-channel, relationship-driven strategy pairing a regional bank with a national, digital and commercial lending franchise 2 Strategically located in attractive, high-growt
Slide 9: Key Transaction Details
Key Transaction Details ⚫ WaFd, Inc. issues shares to EverBank Financial Corp stockholders ⚫ WaFd, Inc. will remain a publicly traded bank holding company, renamed EverBank Financial Corp under a new ticker – EVBK Structure ⚫ WaFd will be the legal acquiror and EverBank will be the accounting acquir
Slide 10: Scaled Presence in Highly Attractive Markets Creates Scarcity Value
Scaled Presence in Highly Attractive Markets Creates Scarcity Value Strategically Located in High-Growth and Wealthy Markets Sizable Growth Opportunity (212) (42) Texas 4th Largest 8 of Top 15 WA Ft. Worth Bank Holding Company MSAs by Population Seattle Dallas Headquartered in Western U.S. (1) Olymp
Slide 11: Complementary Multi-Channel Strategy Leveraging the Strength of Both Franchises
Complementary Multi-Channel Strategy Leveraging the Strength of Both Franchises Channel Overview Composition Regional Loans Regional 32% Core, in-market relationship banking franchise built on WaFd’s 110-year history ✓ Focused on relationship lending with attractive risk adjusted returns ✓ Low yield
Slide 12: Commercially Focused Bank with Diverse Deposit Funding
Commercially Focused Bank with Diverse Deposit Funding – Unlocks Growth and Earnings Potential Lending Deposits Diversified National and Regional Lending Portfolio Underwritten with Multi-Faceted, Efficient Deposit Gathering Strategy Commercial Expertise Consumer CRE Other Legacy runoff 12% 11% Resi
Slide 13: Combination Accelerates WaFd's Goals
Combination Accelerates WaFd’s Goals CURRENT STRATEGY Advances ✓ Accelerates ✓ Enhances digital ✓ EXPAND evolution to a profitability capabilities and COMMERCIAL commercial bank journey enhances LENDING funding flexibility ~15% ROATCE 64% → 74% 10% → 15%+ 61% → 73% Commercial loans ROATCE Non-time d
Slide 14: Senior Management with Deep Market Experience and Proven Track Record
Senior Management with Deep Market Experience and Proven Track Record Leadership Structure Greg Seibly BOARD OF DIRECTORS Chief Executive Officer Board Director 7 6 Robert Radway Chairman Brent Beardall President Board Director 25 years 6 years MANAGEMENT TEAM years of experience Greg Seibly Senior
Slide 15: Overview of Standalone EverBank
Overview of Standalone EverBank 15
Slide 16: EverBank at a Glance
EverBank at a Glance The Premier, Multi-channel Specialty Commercial Bank With National Reach Growth-Oriented, Profitability Focused Digitally Led, Efficient Deposit Gathering Strategy Relationship Driven, National Commercial Lending Loan Mix Origination Mix $46.7B $37.7B Assets Deposits ~500,000 87
Slide 17: Digital Deposits Provide a Stable, Efficient and Scalable Source of Funding
Digital Deposits Provide a Stable, Efficient and Scalable Source of Funding Digital Bank Pioneers with Long-Term Relationships Demonstrated Stickiness Through Macro Stress QoQ Deposit Growth During the 2023 Liquidity Panic (1) ~370k $17.7B $48k 1Q23 2Q23 Total Accounts Deposits Avg. Account Size 2%
Slide 18: EverBank's Management Team Has Successfully Transitioned a Thrift to an Efficient Commercial Bank
EverBank’s Management Team Has Successfully Transitioned a Thrift to an Efficient Commercial Bank History of EverBank Actions Taken Under New Leadership Results Under New Leadership Founded by Alliance 1994 Capital Partners IMPROVED ASSET MIX – LOAN PORTFOLIO MIX FULL COMMERCIAL BANK Residential (1)
Slide 19: Transformation is Driving Meaningful Improvement in Financial Performance
Transformation is Driving Meaningful Improvement in Financial Performance Actual Management Forecast Efficiency Ratio (1) Net Interest Margin ROAA (1) ‘26 YTD: 53% ‘26 YTD: 2.62% ‘26 YTD: 0.96% 85% 2.74% 2.78% 2.62% 2.65% 0.98% 1.00% 0.94% 65% 2.34% 61% 2.05% 53% 51% 0.71% 51% 0.59% 0.28% 2023 2024
Slide 20: Financial Rationale
Financial Rationale 20
Slide 21: Key Financial Assumptions
Key Financial Assumptions ⚫ WaFd: Consensus earnings estimates through 2027(1) Standalone earnings: ⚫ EverBank: Management forecast through 2028, as reflected on slide 19 ⚫ $135mm annual run-rate pre-tax cost savings (~11% of the combined NIX); grown 3% annually Cost savings: ⚫ 40% phase-in during 2
Slide 22: Overview of Cost Savings and Integration Timeline
Overview of Cost Savings and Integration Timeline Cost Synergies Schedule ($mm) Summary of Cost Synergies Integration Plan Annualized cost synergies Realized cost synergies % Phased in Compensation ⚫ Defined key leadership roles and General & organizational structure to support post- admin close exe
Slide 23: Strong Financial Profile with an Efficient, Scalable Operating Model
Strong Financial Profile with an Efficient, Scalable Operating Model 2027E Pro Forma Financials and 2028E Targets Efficiency Ratio Noninterest Expense / Assets Net Interest Margin 55% 51% 1.65% 2.83% 2.89% ~2.95% 45% ~45% 2.74% 1.49% 1.47% ~1.45% | | | | | | 2027 2027 2027 2028 2027 2027 2027 2028 2
Slide 24: Drivers of Earnings Power
Drivers of Earnings Power Combination Unlocks Earnings Power Additional Upside Levers ⚫ Back-book redeployment — Redeploy low-yielding legacy assets into ’27E EPS $3.37 ~29% $4.34 higher risk-adjusted return loans $50 ⚫ Balance-sheet scale — A larger combined balance sheet expands $100 $788 underwri
Slide 25: Strong Liquidity Position and Capital Provides for Balance Sheet Flexibility
Strong Liquidity Position and Capital Provides for Balance Sheet Flexibility Balance Sheet Position Capital Framework Well Capitalized Balance Sheet at Close ✓ Neutral balance sheet positioning ✓ Meaningful profitability drives excess capital generation, creating optionality for TCE / TA 7.0% ✓ Mult
Slide 26: Robust Risk Management with Solid Credit Quality
Robust Risk Management with Solid Credit Quality Average NCOs / Average Loans since 2016 ✓ Disciplined credit approach and conservative underwriting philosophy with strong collateral ✓ Demonstrated low credit losses across portfolio Credit (1) Performance KRX ✓ Consistently strong credit quality cha
Slide 27: Deep Diligence Conducted by Experts
Deep Diligence Conducted by Experts Thorough Due Diligence Process with + Deep Dive in Credit Third-Party Diligence Partners Mutual Diligence Focus Areas ✓ Credit and ✓ Finance and ✓ Funding and Underwriting Accounting Liquidity Diligence Done on EverBank Diligence Done on WaFd ✓ ✓ ✓ Regulatory Lega
Slide 28: Significant Value Creation
Significant Value Creation 28
Slide 29: Illustrative P/TBV Versus ROATCE Regression Implied Value Creation
Illustrative P/TBV Versus ROATCE Regression Implied Value Creation Combined Company Positioned for Upside Implied Valuation vs. Regional Bank Index(1): 2027E ROATCE vs. Price / Tangible Book Value Illustrative Combined Company 3.00x y = 12.68x – 0.16 R2 = 62% Tangible book value per share at close:
Slide 30: Illustrative Value Creation at Various P/E Multiples
Illustrative Value Creation at Various P/E Multiples '27E P/E KRX Median Metric 8.5x 9.5x 10.5x 11.5x 12.5x (2) Illustrative P/E implied share price (1) $4.34 $36.89 $41.23 $45.57 $49.91 $54.25 Implied upside to WaFd share price $36.30 ~2% ~14% ~26% ~37% ~49% Implied pro forma price / TBVPS $29.24 1
Slide 31: Compelling Investment Thesis
Compelling Investment Thesis ✓ Scaled, multi-channel banking with a strong presence in attractive, high-growth markets ~29% 2027E EPS accretion (1) ✓ Highly complementary franchise with limited geographic and business overlap, mitigating execution risk ~500bps ✓ Clear path to achieving stated financ
Slide 32: Appendix
SS === Appendix
Slide 33: Regional Channel: Relationship Banking in Highly Attractive Markets
1 Regional Channel: Relationship Banking in Highly Attractive Markets Highlights Overview ⚫ Serves as the bank’s core in-market relationship banking franchise Brand: with a 110-year history West region: $18.2B $31.3B ⚫ Delivery primarily through 254 financial centers located across the CA/FL: Loans
Slide 34: National Channel: Industry Lending with Attractive Risk-adjusted Returns
2 National Channel: Industry Lending with Attractive Risk-adjusted Returns Highlights Overview ⚫ Relationship driven, commercial lending across a diversified set Brand: of national industry verticals $39.4B $9.6B ⚫ Commitment to areas with potential to build scale and win Loans Deposits without over
Slide 35: Digital Channel: National Deposit Platform Built for Scale
3 Digital Channel: National Deposit Platform Built for Scale Highlights Digital Bank Pioneers with Long-term Relationships ⚫ Nationwide digital bank complementing strategic branch footprint Brand: ⚫ Designed to deliver durable funding and long-term balance sheet EB Direct ~370k $17.7B resilience, se
Slide 36: Complementary, Diversified Business Model
Complementary, Diversified Business Model Loan Portfolio Composition CRE Multifamily 1–4 family C&I(4) C&D Consumer / other 2% 9% 4% 12% 11% 17% 13% 14% + = 16% $20B 22% $37B 42% $58B 20% 58% 34% 25% (2) Yield 5.34% 5.55% 5.60%(3) ACL / Loans 1.02% 0.88% 0.93% CRE Conc. (1) 342% 187% 266% NDFI (%) 0
Slide 37: Investor Area of Focus: Non-Depository Financial Institution Loans
Investor Area of Focus: Non-Depository Financial Institution Loans Exposure spans multiple asset Asset-backed and secured by The NDFI portfolio reflects robust classes within verticals, mitigating investor commitments or portfolio No historical loan loss within the diversification concentration risk
Slide 38: Investor Area of Focus: Commercial Real Estate Loans
Investor Area of Focus: Commercial Real Estate Loans CRE Overview Combination Creates a Well-balanced Portfolio ⚫ Well-diversified CRE portfolio focused on a granular, Distribution by Property Type (%) Multifamily Warehouse/Industrial Office Retail Other relationship-oriented lending approach ⚫ Port
Slide 39: EverBank Standalone Summary Income Statement
EverBank Standalone Summary Income Statement $ in millions Actual Management Forecast Net Interest Income Provisions Noninterest Income Net Interest Margin Provisions / Avg. loans Fee Income Ratio 2.05% 2.34% 2.62% 2.65% 2.74% 0.05% 0.09% 0.20% 0.07% 0.14% 19% 9% 9% 7% 8% (1) $166 $1,335 $1,229 $1,1
Slide 40: EverBank Standalone Summary Balance Sheet
EverBank Standalone Summary Balance Sheet $ in billions Actual Management Forecast Cash and Securities Gross Loans Allowance for Loan and Lease Losses Cash Securities Cash and Securities / Assets (1) Loans / Deposits (2) LLR / Gross Loans 25% 26% 21% 18% 18% 96% 93% 98% 96% 96% 0.88% 0.80% 0.80% 0.8
Slide 41: Purchase Accounting Summary
Purchase Accounting Summary Tangible book value reconciliation Goodwill calculation mm $ Pro forma tangible book value reconciliation $mm shares per share $mm WaFd Deal value¹ $2,697 WaFd tangible common equity (MRQ) $2,279 74.0 $30.82 WaFd tangible common equity at close $2,366 WaFd transaction exp
Slide 42: Pro Forma Earnings per Share Accretion
Pro Forma Earnings per Share Accretion Earnings per share accretion 2027 WaFd standalone net income¹ $250 EverBank standalone net income 438 Com bined net incom e $688 Cost synergies 40 Accretion / (amortization) of securities mark and AOCI 22 Accretion / (amortization) of loan mark 44 Accretion / (
Slide 43: Stronger Together
+ STRONGER TOGETHER 43