wfsl-20240621
0000936528false00009365282024-06-212024-06-210000936528us-gaap:CommonStockMember2024-06-212024-06-210000936528us-gaap:SeriesAPreferredStockMember2024-06-212024-06-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 8-K
____________________________________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2024
 ____________________________________

WAFD, INC.
(Exact name of registrant as specified in its charter)
 ____________________________________
Washington
001-3465491-1661606
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
425 Pike Street
Seattle
Washington
98101
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (206) 624-7930
Not Applicable
(Former name or former address, if changed since last report)
____________________________________
 
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 ClassTrading SymbolName of each exchange on which registered
Common Stock, $1.00 par value per shareWAFDNASDAQ 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 WAFDPNASDAQ 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. ☐



Item 2.01Completion of Acquisition of Disposition of Assets

On June 21, 2024, Washington Federal Bank, dba WaFd Bank, a wholly owned subsidiary of WaFd, Inc. (the “Company”) finalized the previously announced sale to Bank of America, N.A. (the “Purchaser”) of approximately 1,800 commercial multi-family real estate loans (the “Loans”) pursuant to an Agreement for Purchase and Sale of Loans dated May 14, 2024 (the “Purchase Agreement”). The aggregate purchase price for the Loans was $2.6 billion, which represents 91.96% of the $2.8 billion aggregate unpaid principal balance of the Loans purchased as of the closing date.

There are no relationships, other than with respect to the Purchase Agreement, between the Company or its Affiliates and the Purchaser.

Item 7.01Regulation FD Disclosure

A copy of the press release issued on June 21, 2024 regarding this event is furnished as Exhibit 99.1 to this report.

The information provided pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing or other document filed by the Company pursuant to the Exchange Act or the Securities Act except as shall be expressly set forth by specific reference in such filing or document. The information provided pursuant to this Item 7.01 shall instead be deemed “furnished.”

Item 9.01Financial Statements and Exhibits

(d) The following exhibits are being furnished herewith:

Exhibit 99.1    WaFd Bank press release dated June 21, 2024
Exhibit 104    Cover Page Interactive Data File (embedded within with Inline XBRL)



Important Cautionary Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K



that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation statements related to the Company’s ability to close or timely close on the proposed sale described above. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For important factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2023, and our other reports filed with the SEC and which are available on the SEC website at www.sec.gov. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.








3


SIGNATURES
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.
 
June 21, 2024WAFD, INC.
By:/s/ KELLI J. HOLZ
Kelli J. Holz
Executive Vice President
and Chief Financial Officer

4
wafdbankmulti-familyloan
June 21, 2024 FOR IMMEDIATE RELEASE WaFd Bank Completes Sale of $2.8 Billion in Multi-Family Loans SEATTLE, WASHINGTON – Washington Federal Bank ("WaFd Bank" or the "Bank"), the wholly owned subsidiary of WaFd, Inc. (Nasdaq: WAFD) (the "Company"), today announced the consummation of the sale of approximately $2.8 billion of multifamily commercial real estate loans (“CRE”) to Bank of America, which in turn is selling the loans to funds managed by Pacific Investment Management Company LLC (“PIMCO”). To our knowledge, this represents the largest non-FDIC assisted CRE loan sale ever. The sale of the multi-family loans was executed at no loss to WaFd and provides immediate liquidity going forward. WaFd Bank President and CEO Brent Beardall stated, “This should prove to the investment community that the sky is not falling when it comes to CRE loans. These are high quality loans and we believe the purchase price is reflective of the low amount of credit risk in the portfolio. Further, this sale was executed at 92-percent of principal balance. That discount is almost entirely attributable to changes in interest rates not the quality of these CRE loans. CRE is a broad category which includes multifamily, owner occupied, industrial, hospitality, storage and office. When evaluating CRE risk it is very important to understand the type of CRE, the location and sponsor equity.” Mr. Beardall continued, “These packaged loans all came from Luther Burbank Savings in the acquisition by WaFd Bank in March of this year. The sale of CRE loans was not a condition of the merger. WaFd Bank has previously disclosed this loan sale gives the Bank several immediate options including the option to either buy down debt, originate new loans, buy back stock or a combination of all three.”


 
2 Washington Federal Bank, a Washington state-chartered bank with headquarters in Seattle, Washington, has 210 branches in nine western states. To find out more about WaFd Bank, please visit our website www.wafdbank.com. The Company uses its website to distribute financial and other material information about the Company. Important Cautionary Statements The foregoing information should be read in conjunction with the financial statements, notes and other information contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This press release contains statements about the Company’s future that are not statements of historical or current fact. These statements are “forward looking statements” for purposes of applicable securities laws and are based on current information and/or management's good faith belief as to future events. Words such as “expects,” “anticipates,” “believes,” “estimates,” “intends,” “forecasts,” “may,” “potential,” “projects,” and other similar expressions or future or conditional verbs such as “will,” “should,” “would,” and “could” are intended to help identify such forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes any such statements are based on reasonable assumptions, forward-looking statements should not be read as a guarantee of future performance, and you are cautioned not to place undue reliance on any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. By their nature, forward-looking statements involve inherent risk and uncertainties including the following risks and uncertainties, and those risks and uncertainties more fully discussed under “Risk Factors” in the Company’s September 30, 2023 10-K, and Quarterly


 
3 Reports on Form 10-Q which could cause actual performance to differ materially from that anticipated by any forward-looking statements. In particular, forward-looking statements are subject to risks and uncertainties related to (i) fluctuations in interest rate risk and market interest rates, including the effect on our net interest income and net interest margin; (ii) current and future economic conditions, including the effects of declines in the real estate market, high unemployment rates, inflationary pressures, a potential recession, the monetary policies of the Federal Reserve, and slowdowns in economic growth; (iii) risks related to the integration of the operations of Luther Burbank Corporation; (iv) financial stress on borrowers (consumers and businesses) as a result of higher interest rates or an uncertain economic environment; (v) changes in deposit flows or loan demands; (vi) the impact of bank failures or adverse developments at other banks and related negative press about regional banks and the banking industry in general; (vii) the effects of natural or man-made disasters, calamities, or conflicts, including terrorist events and pandemics (such as the COVID-19 pandemic) and the resulting governmental and societal responses; (viii) global economic trends, including developments related to Ukraine and Russia, and the evolving conflict in Israel and Gaza, and related negative financial impacts on our borrowers; (ix) litigation risks resulting in significant expenses, losses and reputational damage; (x) our ability to identify and address cyber-security risks, including security breaches, “denial of service attacks,” “hacking” and identity theft; and (xi) other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services. # # # Contact: Brad Goode WaFd, Inc. 425 Pike Street, Seattle, WA 98101 Brad.Goode@wfd.com (206) 626-8178