WaFd signs EverBank reverse-merger agreement; EverBank investors to own 59.2%

WaFd, Inc. (Nasdaq: WAFD) and EverBank Financial Corp announced a definitive all-stock reverse merger agreement on September 7, 2026. WaFd’s release frames the deal as a $3.9 billion reverse merger — issuer headline framing only — under which EverBank would merge into WaFd as the public legal survivor while EverBank is the accounting acquirer, with EverBank investors expected to own about 59.2% of the combined company.

What happened

WaFd, Inc., the Nasdaq-listed parent of WaFd Bank, announced a definitive all-stock reverse-merger agreement with EverBank Financial Corp, parent of EverBank, N.A., on September 7. The agreement would put about 59.2% of the combined company in the hands of EverBank investors and leave WaFd shareholders with about 40.8%. The transaction has not closed.

WaFd calls the transaction a ‘$3.9 Billion Reverse Merger’ in its announcement headline. That is the issuer's headline framing; the release's body does not identify the figure as equity value or enterprise value.

The structure matters: EverBank Financial Corp would merge into WaFd, Inc., which would remain the legal survivor and public holding company. EverBank would be the accounting acquirer. WaFd Bank would then merge into EverBank, N.A., the surviving OCC-regulated bank. Upon completion, the holding company would be renamed EverBank Financial Corp and plans to trade on Nasdaq under EVBK. WAFD is the current symbol; EVBK is a planned post-close ticker.

The consideration is entirely common stock. The investor presentation calls for WaFd to issue 103.1 million shares, or 107.7 million including options, and shows pro forma shares of 177.1 million basic and 182.0 million diluted.

Why combine

The strategic case rests on bringing WaFd's branch franchise together with EverBank's digital and national reach. A broader deposit and funding mix would support the combined company's commercial banking ambitions. Using the presentation's June 30, 2026 financials, EverBank brings about $47 billion in assets and WaFd about $28 billion, creating a roughly $75 billion franchise. The release describes more than 250 financial centers; the presentation specifies 254.

The ownership shift also brings EverBank's investor group into the majority position. The release names Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street, Bayview Asset Management and TIAA. Their continuing equity stake is part of the sponsor-capital story; the announced consideration is stock.

What changes for WaFd

WaFd shareholders would own a smaller percentage of a larger banking company, with a corresponding shift in leadership and board representation. Greg Seibly would become CEO, and WaFd CEO Brent Beardall would become president. Seven directors would come from EverBank and six from WaFd, with Robert Radway as chairman. WaFd's continued role as the public legal survivor therefore sits alongside an accounting and ownership shift toward EverBank.

The companies expect approximately 29% accretion to 2027 earnings per share on a fully synergized basis. The release puts tangible book value earn-back at under two years. The presentation separately models 8.6% dilution to tangible book value per share and a 2.0-year crossover. These are company projections, not realized results.

The return measures also need their source labels: the release expects roughly 15% return on tangible common equity, or ROTCE, after synergies; the presentation projects 15% or more 2027 return on average tangible common equity, or ROATCE. The presentation estimates $135 million in annual run-rate pre-tax synergies, about 11% of combined noninterest expense, with 40% phased in during 2027 and 100% by the second half of 2028. It also estimates $280 million in one-time pre-tax costs. Achieving those savings and managing integration costs will determine how much of the projected benefit reaches shareholders.

Watch next

The next disclosure checkpoints are the Form 8-K and proxy materials. No 8-K for this announcement was on EDGAR for WaFd. The investor call is scheduled for Tuesday, September 8, at 5 a.m. Pacific time.

The release targets a close in early 2027, while the presentation specifies the first quarter of 2027. Regulatory approvals and a WaFd shareholder vote remain conditions; the presentation says EverBank stockholder approval has already been obtained. The companies expect the transaction to be tax-free for both groups of common shareholders. The vote, regulatory review and subsequent filings will test the timetable and provide shareholders with the next details of the agreement.