Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Letter Agreement with Cathy E. Cooper

On September 6, 2026, WaFd, Inc., a Washington corporation ("WaFd"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with EverBank Financial Corp, a Delaware corporation ("EverBank"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, EverBank will merge with and into WaFd (the "Merger"), with WaFd continuing as the surviving corporation in the Merger (the "Surviving Corporation").

In connection with the Merger, on November 2, 2026, WaFd entered into a letter agreement with Cathy E. Cooper, WaFd's Chief Experience Officer (the "Letter Agreement"), providing for a lump-sum cash payment of $1,650,000 (the "Continuity Payment"), payable within 60 days following the closing of the Merger (the "Closing"). The Continuity Payment is subject to Ms. Cooper's continued employment through the Closing.

Under the Letter Agreement, as consideration for the Continuity Payment, effective upon the Closing, Ms. Cooper will waive certain "good reason" triggers under her existing change of control agreement with WaFd to the extent resulting from her transition to her new role with the Surviving Corporation following the Closing.

The foregoing description of the Letter Agreement is not complete and is subject to and qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.