0000936528false00009365282023-11-282023-11-280000936528us-gaap:CommonStockMember2023-11-282023-11-280000936528us-gaap:SeriesAPreferredStockMember2023-11-282023-11-28

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Not Applicable

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value per share

WAFD

NASDAQ Stock Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock

WAFDP

NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously disclosed, on November 13, 2022, Luther Burbank Corporation, a California corporation (“Luther Burbank”), and WaFd, Inc. (f/k/a Washington Federal, Inc.), a Washington corporation (the “Company”), entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which Luther Burbank will be merged with and into the Company, with the Company as the surviving institution (the “Corporate Merger”), subject to the terms and conditions set forth therein, promptly followed by the merger of Luther Burbank’s wholly-owned bank subsidiary, Luther Burbank Savings, with and into Washington Federal Bank, dba WaFd Bank, the wholly-owned bank subsidiary of the Company (“WaFd Bank”), with WaFd Bank as the surviving institution (the “Bank Merger”). The Corporate Merger and the Bank Merger are collectively referred to in this Current Report on Form 8-K as the “Merger.”

Pursuant to the terms of the Merger Agreement, the Merger Agreement may be terminated, and the Merger may be abandoned, by either Luther Burbank or the Company if the Corporate Merger is not consummated by November 30, 2023 (the “Outside Date”). The Merger Agreement also provides that if all required regulatory approvals have not been received by the Outside Date, so long as all other conditions to the closing of the Merger that are able to be satisfied by the original Outside Date have been satisfied or waived (other than conditions that are to be satisfied at closing and such conditions would have been capable of being satisfied on the original Outside Date), either Luther Burbank or the Company may extend the Outside Date to February 29, 2024, by written notice to the other party.

On November 28, 2023, Luther Burbank and the Company mutually agreed to extend the Outside Date of the Merger Agreement from November 30, 2023 to February 29, 2024 in accordance with the terms of the Merger Agreement. Luther Burbank and the Company acknowledge the continuing merits of the Merger to each party’s shareholders, employees, clients and communities they serve. Luther Burbank and the Company are fully committed to the Merger and continue to make significant progress in planning for its closing and the integration of the companies.

As previously disclosed, on May 4, 2023, shareholders of Luther Burbank and the Company approved the Merger Agreement, and on October 13, 2023, the Washington State Department of Financial Institutions granted conditional approval of the Merger. The consummation of the Merger remains subject to the receipt of approvals from the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System.

Except for historical information, all other information in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, but are not limited to, statements about: (i) the benefits of the Merger between Luther Burbank and the Company, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) Luther Burbank’s or the Company's plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the management of Luther Burbank and the Company and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of numerous possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Luther Burbank and the Company may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities and cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the Merger; (5) adverse governmental or regulatory policies may be enacted; (6) the interest rate environment may compress margins and adversely affect net interest income; (7) results may be adversely affected by adverse changes to credit quality; (8) competition from other financial services companies in Luther Burbank’s and the Company's markets could adversely affect operations; and (9) an economic slowdown could adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Luther Burbank’s and the Company's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s website at www.sec.gov.

Luther Burbank and the Company caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the Merger or other matters attributable to Luther Burbank or the Company, or any person acting on Luther Burbank’s or the Company's behalf are expressly qualified in their entirety by the cautionary statements above. Luther Burbank and the Company do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

(d) The following exhibits are being furnished herewith:

Exhibit 104    Cover Page Interactive Data File (embedded within with Inline XBRL)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

November 29, 2023

WAFD, INC.

By:

/s/ KELLI J. HOLZ

Kelli J. Holz

Executive Vice President and Chief Financial Officer