| Offering Note |
| | | | | | | | (1) | Capitalized terms used
below but not defined herein shall have the meanings assigned to such terms in
the Agreement and Plan of Merger, dated as of September 6, 2026, by and between
WaFd, Inc. (“WaFd”) and EverBank Financial Corp (“EverBank”) (as amended from
time to time, the “merger agreement”). | | | (a) | Title of each class of
securities to which the transaction applies: (i) common stock, par value $1.00
per share, of WaFd (“WaFd common stock”) and (ii) a newly created series of
preferred stock, par value $1.00 per share, of WaFd (“WaFd rollover preferred
stock”). | | | (b) | Aggregate number of
securities to which the transaction applies: As of the close of business on October
15, 2026, the maximum number of securities to which this transaction applies is
estimated to be (i) 110,000,000 shares of WaFd common stock, which represents
the maximum number of shares of WaFd common stock issuable by WaFd pursuant to
the merger agreement (including to the holders of EverBank common stock and
EverBank equity awards); and (ii) 675,000 shares of WaFd rollover preferred
stock issuable to the holder of the Fixed-Rate Reset Non-Cumulative Perpetual
Preferred Stock, Series A, par value $0.01 per share, of EverBank pursuant to
the Merger Agreement. | | | (c) | Per share price or
other underlying value of the transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined): Solely for the purpose of calculating the filing fee,
as of the close of business on October 15, 2026, the underlying value of the
transaction was calculated as the sum of: (i) the product of 110,000,000 shares
of WaFd common stock and $29.24, the average of the high and low prices per
share of WaFd common stock as reported on the Nasdaq Global Select Market on
October 15, 2026 (such date being within five business days prior to the date
of filing of this proxy statement); and (ii) the product of 675,000 shares of
WaFd rollover preferred stock and the liquidation preference of $1,000 per
share (such sum, the “Total Consideration”). |
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(2)
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In accordance with Section
14(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the filing fee was determined by multiplying the Total Consideration by 0.00008700.
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