UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

---

The following are excerpts from the transcript of the fiscal year 2026 year-end all-hands call held by WaFd for its employees on October 22, 2026. The excerpts contain only those portions of the transcript relating to discussions of the proposed merger of WaFd and EverBank.

---

Corporate Speakers

Brent Beardall; WaFd, Inc.; President and Chief Executive Officer

Kelli Holz; WaFd, Inc.; Executive Vice President and Chief Financial Officer

Tom Pozarycki; WaFd, Inc.; Executive Director, Commercial Real Estate

Brent Beardall: Good afternoon to all of our WaFd Bankers, and thank you for joining us for this fiscal 2026 year end all hands call. We’ve got all kinds of great things to talk to you about today…

…

Kelli Holz: Adjusting for the $6.2 million in merger expenses we incurred during the quarter, earnings per share would have been up 5% quarter over quarter and 10% compared to last year. In what is likely to be our last and final fiscal year before the merger with EverBank, we are proud to deliver our second best year ever in terms of after tax net income of $241 million, or $3.21 per share.

…

Kelli Holz: Total non-interest expense was 121.5 million compared to 110.3 million in the June quarter. This was a result of continued investments in our people and technologies combined with the 6.2 million in merger related cost I mentioned earlier.

…

Brent Beardall: And there’s one question so far. The merger balances WaFd commercial real estate concentration with EverBank lending to non-bank financial companies. As that mix shifts, what does it mean for branch level lending, especially small business and owner occupied real estate? That answer is simple. More please. Our shift is what we have done, EverBank wants to do. What we are doing, we need to do more of. And it’s fun to build the reputation. That means more in the SBA field and the non-interest bearing deposits will come with that. So the shift in terms of the balance of CRE concentration and their NDFI concentration, that really leads right into our next speaker, which is Tom Pozarycki.

…

Tom Pozarycki: Thanks, Brent. Love to hear that we’re going to have some tangible runway here as a take away from this merger.

…

Brent Beardall: Now, some of you are probably asking, Brent, why if things are going so well? Why did we decide to partner with EverBank? And the answer to that is a nuanced answer, but it’s an honest answer in that if you do not adapt as world changes, you don’t have the right to be around. You can look at so many examples: Blockbuster, Sears, Palm, for example, Kodak. There are so many time and time and time again.

The only constant we know is change, and the world is changing. And this partnership with EverBank makes us stronger, definitively makes us stronger. Will there be challenges? Of course, there’ll be challenges. Does it introduce a lot of uncertainty? I don’t believe it introduces a lot of uncertainty. I believe it introduces a little bit of uncertainty. For every one of you that serves clients directly, you have jobs going forward. Thank you for everything you do. We will finalize all this between now and the end of December, and you’ll get formal letters and all of that. So there’s absolutely no uncertainty, but keep serving your clients, keep growing.

For everyone else, likewise, between now and December, we’ll let everybody know exactly, you know, how long we’re going to need everybody, if you have ongoing permanent positions or not, or exactly what it is. Transparency, honesty is what you will get from me, is what you will get from us, and we will be stronger together.

I came across a quote the other day that I thought was very appropriate for what we’re going through. It said, 99% of success is the ability to outlast uncertainty. So please be patient with us as we get through this uncertainty. And I think for the vast majority of us, this uncertainty will really just be a small portion of what we do. 95 to 90 percent of what we do will be the same a year from now, two years from now. It’s about serving our clients and creating raving fans.

…

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 Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the beliefs, plans, goals, expectations and estimates of WaFd, Inc. (“WaFd”) and EverBank Financial Corp (“EverBank”). Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “target,” “plan,” “estimate,” “should,” “likely,” “will,” “going forward” and other expressions that indicate future events and trends identify forward-looking statements.

Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, many of which are beyond the control of WaFd and EverBank, and many of which, with respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in WaFd’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), as well as the following factors, among others: (i) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between WaFd and EverBank; (ii) the outcome of any legal proceedings that may be instituted against WaFd or EverBank, including potential litigation that may be instituted against WaFd or its directors or officers related to the proposed transaction or the definitive merger agreement between WaFd and EverBank; (iii) the timing and completion of the transaction, including the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; (iv) the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of WaFd; (v) the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where WaFd and EverBank do business; (vi) certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; (vii) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (viii) diversion of management’s attention from ongoing business operations and opportunities; (ix) reputational risk and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; (x) WaFd’s and EverBank’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; (xi) currency and interest rate fluctuations; (xii) success of hedging activities; (xiii) material adverse changes in economic and industry conditions, including the availability of short and long-term financing; (xiv) general competitive, economic, political and market conditions; (xv) changes in asset quality and credit risk; (xvi) the inability to sustain revenue and earnings growth; (xvii) inflation; (xviii) customer borrowing, repayment, investment and deposit practices; (xix) the impact, extent and timing of technological changes; (xx) capital management activities; (xxi) other actions of the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the State of Washington; (xxii) legislative and regulatory actions and reforms; and (xxiii) other factors that may affect future results of WaFd and EverBank.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in WaFd’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and in its subsequent Quarterly Reports on Form 10-Q filed with the SEC and available in the “Investor Relations” section of WaFd’s website, www.wafdbank.com/about-us/investor-relations, under the heading “SEC Filings” and in other documents WaFd files with the SEC (available at www.sec.gov). All such factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be considered carefully when making decisions with respect to WaFd and EverBank.

Any forward-looking statements contained in this document represent the views of WaFd and EverBank only as of the date hereof and are presented for the purpose of assisting their respective shareholders and analysts in understanding WaFd’s and EverBank’s financial position, objectives and priorities and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. Neither WaFd nor EverBank undertakes to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable securities legislation.

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 shareholder entitled to vote at the meeting relating to the proposed transaction.

This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF WAFD ARE URGED TO READ, WHEN AVAILABLE, ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING WAFD’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WAFD AND THE PROPOSED TRANSACTION.

Investors and shareholders of WaFd will be able to obtain a free copy of the proxy statement as well as other relevant documents filed with the SEC without charge at the SEC’s website (http://www.sec.gov). Copies of the proxy statement and the filings with the SEC that will be incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to Brad Goode, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101, telephone (206) 626-8178.

Participants in the Solicitation

WaFd, EverBank and certain of WaFd’s directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding WaFd’s directors and executive officers is available in the proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

---