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WSFS FINANCIAL CORP

For the period ended May 14, 2026. Filed Apr 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2026 · Filed Apr 2, 2026

WSFS$78.94-0.2%Stored close · as of Nov 6, 2026
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PROXY STATEMENT SUMMARY

We are providing this Proxy Statement ("Proxy Statement") to stockholders inconnection with the solicitation by the Board of Directors

of WSFS Financial Corporation, a Delaware corporation (our "Board of Directors"), of proxies to be voted at the Annual Meeting to be

held virtually on May 14, 2026 at 4:00 p.m. ET, and at any adjournment thereof, for the purposes set forth in the accompanying notice.

The proxy materials are first being made available to stockholders on or about March 27, 2026.

Our Annual Meeting will be held in a virtual meeting format which you can only access by registering at https://web.viewproxy.com/

wsfs/2026.

On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided in your

registration confirmations.

Please refer to our “Notice of 2026 Annual Meeting of Stockholders” and the “Meeting and Other Information” section of this Proxy

Statement for more information about how to participate in the virtual meeting. If you encounter any difficulties accessing the webcast

during the check-in or meeting time, please email Virtualmeeting@viewproxy.com or call 866-612-8937.

This summary provides an overview of the items contained in this Proxy Statement. We encourage you to read the entire Proxy

Statement for additional information prior to voting your shares.

Proposals and Voting Recommendations

Our stockholders are being asked to vote on the following proposals.

Proposals · Vote Required · BoardRecommendation · Page
1Election of DirectorsA plurality of the votes castFOR9
2Advisory vote on Executive CompensationA majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposalFOR28
3Ratification of the Appointment of the Independent Registered Public Accounting FirmA majority of the shares present in person by participation at the Annual Meeting or represented by proxy and entitled to vote on the proposalFOR57
WSFS Bank 2026 Proxy Statement2

2025 Business Performance Highlights

$5.091.36%31.8%$287.3M17.55%
EPS (diluted)ROAFee Revenue %Net Income(1)ROTCE(2)

2025 was another successful year for WSFS, marked by strong financial performance, disciplined execution of ourstrategy, and

continued momentum across our diversified franchise. Our results underscore the strength and resilience of ourbusiness model and

reflect strong performance across key financial metrics including earnings per share ("EPS"), return on average assets ("ROA"), Fee

Revenue %, Net Income, and return on average tangible common equity ("ROTCE").

We are particularly pleased with the increase in EPS, which rose by 15% to$5.09, and our year-over-year 21% increase in tangible

book value per share(2) to$33.11. This showcases the strength of our return-focused franchise. Notably, WSFS returned $324.7 million

of capital to stockholders while ending the year with a Common Equity Tier 1 (CET1) ratio of 13.92%. We are well-positioned to

continue supporting client needs, pursuing strategic growth, and returning capital aligned with our medium-term 12% CET1 target.

Our core businesses continued to demonstrate their scale, diversification, and growth potential. Our Wealth and Trust segment

delivered exceptional results, achieving 16% growth for the full year, supported by strong contributions from WSFS Institutional

Services® and The Bryn Mawr Trust Company of Delaware (“BMT of DE”). Our net interest margin (“NIM”) remained strong at 3.87%,

supported by proactive deposit pricing and continued balance sheet optimization. Additionally, we continued to manage expenses with

discipline while investing in the franchise. Our efficiency ratio improved to 59.6% for the year, demonstrating our ability to optimize costs

while continuing to support revenue growth across the franchise.

We entered the second year of our 2025-2027 Strategic Plan with strong momentum. Our focus remains on building differentiated,

scalable businesses, deepening client relationships across our market, and leveraging our diversified model to drive sustained,

profitable growth. With a clear strategy, strong capital position, and talented team dedicated to fulfilling our mission, we remain focused

on continuing to deliver meaningful long‑term value for stockholders.

NIM: Our NIM of 3.87% increased 5bps compared to the prior year, driven by lower deposit and wholesale funding costs as well as higher cash balances from growth in average deposits. We ended the year with an interest bearing deposit beta of 43% and 32% of our client deposits being noninterest accounts.Fee Revenue: Fee revenue was flat compared to last year at $339.9 million. Wealth and Trust continues to perform well and grew 16% year-over-year with 35% growth in WSFS Institutional Services® and 19% growth in BMT of DE. These increases from Wealth and Trust were partially offset by a 15% decrease in Cash Connect® driven by lower ATM volumes and the impact of interest rate cuts.Noninterest Expense ("NIE"): Our full-year efficiency ratio of 59.6% decreased 128bps when compared to the prior year. Full-year NIE was down $1.5 million while continuing to support our investments in talent and technology as well as our high-touch Client service business model.Client Deposits: Total client deposits grew 4% mainly due to growth in Trust and Private Banking. Noninterest deposits grew 12% and continue to represent over 30% of our total client deposits. Additionally, our deposit base is well-diversified with more than 54% of our client deposits coming from Commercial, Small Business, and Wealth and Trust.Net Loans and Leases: Loans grew 1% driven by Construction, Residential Mortgage, and C&I. This growth was partially offset by runoff in our partnership portfolios and the strategic sale of the Upstart portfolio during the year. Our net loan-to-deposit ratio of 74% continues to provide balance sheet flexibility and capacity to fund new loan growth.Asset Quality: Overall asset quality remains stable, including our ACL coverage of 1.36%. Problem assets and nonperforming assets declined meaningfully from the prior year and problem assets were at their lowest level in two years. Net charge-offs were 46bps of average loans. When excluding the Upstart portfolio, which was largely divested during the year, net charge-offs were 40bps of average loans. Capital Management: Capital ratios remain strong and are all substantially in excess of "well-capitalized" regulatory benchmarks, including a CET1 of 13.92%. WSFS returned over 110% of reported earnings to stockholders in 2025.Wealth and Trust: Fee revenue of $170.9 million grew 16% compared to the prior year, driven by growth in Institutional Services and BMT of DE. Assets Under Management and Administration (“AUM/AUA”) increased 9% to $97.4 billion. Additionally, WSFS Institutional Services® ended 2025 as the 4th most active U.S. ABS and MBS trustee for the year and has nearly 12% of the total market share.Cash Connect®: Fee revenue was down 15%, primarily driven by lower ATM volumes and interest rate cuts (the revenue decline was more than offset in noninterest expenses). Profit margin increased to 11.5% (from 1.0% in 2024) due to repricing and optimization efforts.

(1)Net income attributable to WSFS.
(2)These are non-GAAP financial measures and should be considered along with results prepared in accordance with GAAP, and not as a substitute for GAAP results. For a reconciliation of these non-GAAP financial measures to their comparable Generally Accepted Accounting Principles ("GAAP") measures, see “Appendix A—non-GAAP Reconciliations.”
WSFS Bank 2026 Proxy Statement3

OUR FOUNDATION

MISSION & STRATEGY

VISION

A Day When We All Thrive

VALUES

Service • Truth • Respect

WSFS Bank 2026 Proxy Statement4

Board Composition

Our Board of Directors currently consists of 12 members and is divided into three “classes,” with each class serving for a term of three

years. The leadership of our Board of Directors is comprised of: (i) our Chairman of our Board of Directors ("Chairman") (who also

serves as our President and Chief Executive Officer ("CEO")), (ii) our Lead Independent Director and (iii) our committee chairs. A

summary of our directors is listed below:

DirectorAge(1)CurrentTermIndependencePrincipal Occupation
Anat Bird742027✓Chairman and CEO of the Bird Group, LTD and President and Chief Executive Officer of SCB Forums, LTD, a Division of The ProSight Financial Association
Francis B. Brake622028✓President and Co-Founder of Epic Research, LLC
Karen Dougherty Buchholz592028✓Strategic Advisor, Comcast Corporation
Jennifer W. Davis552027✓Executive Vice President and Chief Operating Officer at the University of Virginia
Michael J. Donahue672027✓Principal, Donahue Consulting, Inc.
Eleuthère I. du Pont592026✓President of the Longwood Foundation
Nancy J. Foster3642026✓Retired President and Chief Executive Officer of RMA
Christopher T. Gheysens552028✓Chairman and Chief Executive Officer of Wawa, Inc.
Michelle Hong2512026✓Counsel at Stradley Ronon Stevens & Young, LLP
Rodger Levenson652028—Chairman, President and Chief Executive Officer of WSFS
Lynn B. McKee702027✓Retired Executive Vice President, Chief Human Resources Officer for Aramark
David G. Turner612026✓Retired Managing Partner, IBM Consulting Americas
(1) As of March 31, 2026.
(2) Ms. Hong joined the Board effective December 1, 2025.
(3) Ms. Foster will not seek reelection to our Board of Directors.

In considering nominees, our Board of Directors and the Governance and Nominating Committee believe our Board of Directors should

reflect a wide range of leadership accomplishments, skills, knowledge and experience, among the other factors described in the

“Corporate Governance” section. On an annual basis we actively evaluate the efficacy of the Board of Directors and individual

members. We believe it is important to have a strong Board of Directors comprised of a majority of independent directors that is

accountable to our stockholders. We aim for a balanced distribution ofshorter-tenured members (less than 6 years), medium-tenured

members (between 6 and 12 years), and longer-tenured members (more than 12 years). Our Board of Directors believes that a broad

rangeof experiences and skills are necessary to effectively understand our Associates, Clients and Communities. The following charts

show the composition of our Board of Directors following the Annual Meeting:

WSFS Bank 2026 Proxy Statement5

Skills, Knowledge, and Experience

Represented on our Board of Directors

Anat BirdFrancis B. BrakeKaren Dougherty BuchholzJennifer W. DavisMichael J. DonahueEleuthere I. du PontChristopher T. GheysensMichelle HongRodger LevensonLynn B. McKeeDavid G. Turner
A, R, WFGN, E, LC, RGN, LC, R, WFWFE,R, LCA, R, WFA, E, WFA, E, GNR, WFEGN, LCA, GN,E, LC
Banking / Financial Services Industry******6/11
Experience in the banking and financial services industry enables our directors to have insights into the competitive landscape and unique needs of our Company.
Executive Leadership and Talent***********11/11
Previous leadership roles help our directors find those who will excel while serving in leadership positions within the Company and enable our directors to promote and grow our culture and support our senior leadership with talent management, including attracting, developing and retaining high quality individuals.
Finance and Accounting*********9/11
Financial and accounting acumen allow our Board of Directors to analyze our financial statements and our financial reporting practices.
Regulatory / Risk Management********8/11
Experience with regulators and risk management assists our directors in understanding both the risks and the opportunities we face in a heavily regulated industry.
Technology********8/11
Banking evolves every year and our technology has to evolve with it. Technological literacy facilitates the growth and evolution of our Company.
Local Market*********9/11
We are proud of our legacy as the oldest and largest locally- managed bank and trust company headquartered in the Greater Philadelphia and Delaware region. Our directors share our community roots.
National / Global********8/11
We strive to combine a strong local presence in our core geographic markets with national capabilities and global reach. Our Board of Directors members understand the national and international markets.
Mergers and Acquisitions*******7/11
Our growth strategy includes both organic and acquisition growth and improving our overall customer experience through innovation and leveraging new technologies. Our directors know how to navigate the acquisition landscape.
Wealth******6/11
Our Wealth division and the expanding array of services it provides furthers our mission to provide top-tier service to our clients. Our directors understand and have experience with the myriad issues, products, and services that support our diversified Wealth division.
Cybersecurity*****5/11
The safety of our business and our clients is a primary concern of our Board. Our directors have experience with assessing, identifying, and managing material risks from cybersecurity threats.

A: Audit Committee and Wealth Management Fiduciary Audit Committee GN: Governance and Nominating Committee

E: Executive Committee LC: Leadership and Compensation Committee R: Risk Committee WF: Wealth Management Fiduciary Committee

WSFS Bank 2026 Proxy Statement6

Committees and Leadership

The following chart shows the current committees and subcommittees of our Board of Directors, the committee membership and the

number of meetings each committee heldin 2025.

WSFS Financial Corporation Board of DirectorsChairman: Rodger Levenson(1)Lead Independent Director: Christopher T. Gheysens
Audit Committee and WealthManagement Fiduciary Audit CommitteeGovernance and Nominating CommitteeExecutiveCommitteeLeadership and CompensationCommitteeRisk CommitteeWealth Management Fiduciary Committee
ChairDavid G. TurnerChristopher T. GheysensRodger LevensonFrancis B. BrakeJennifer W. DavisEleuthère I. du Pont
Vice ChairMichael J. DonahueKaren DoughertyBuchholzDavid G. TurnerLynn B. McKeeNancy J. FosterMichael J. Donahue
MembersAnat Bird Eleuthère I. du PontNancy J. FosterChristopher T. GheysensFrancis B. BrakeLynn B. McKeeDavid G. TurnerFrancis B. BrakeJennifer W. Davis Eleuthère I. du PontChristopher T. GheysensKaren DoughertyBuchholzJennifer W. Davis Nancy J. FosterDavid G. TurnerAnat BirdFrancis B. BrakeKaren DoughertyBuchholz Michael J. DonahueAnat Bird Karen DoughertyBuchholz Jennifer W. Davis
Meetings10(2)58565
(1)During 2025, Mr. Levenson routinely attended Audit, Governance and Nominating and Leadership and Compensation Committee meetings at the discretion and invitation of the committee chairs for the purpose of providing his institutional knowledge and insight. He did not attend executive sessions or discussions that were related to him and does not have voting rights on such committees.
(2)There were 6 Audit Committee meetings and 4 Wealth Management Fiduciary Audit Committee meetings in 2025.
WSFS Bank 2026 Proxy Statement7

Corporate Governance Practices

Our corporate governance practices are designed to ensure safe and sound management of WSFS:

Lead Independent DirectorOur Board of Directors recognizes the need for strong independent perspectives. When the Chairman and CEO roles are combined, our Board of Directors requires the appointment of a Lead Independent Director by a majority vote of independent directors.SuccessionOur Board of Directors and CEO actively participate in the succession planning process so that we continue to build a Board of Directors and executive team with expertise and talents that will continue to contribute to our success.Annual Board AssessmentOur Board of Directors conducts an annual board self-evaluation process and every third year, engages a third-party consultant to conduct the evaluation.Continual RefreshmentWe aim for an equal balance of shorter-tenured members (less than 6 years), medium-tenured members (between 6 and 12 years), and longer-tenured members (more than 12 years).Independent Directors’ Executive SessionsAt least twice per year, independent directors have regularly scheduled meetings at which only independent directors are present. All independent directors are also able to request additional independent directors’ sessions at meetings.Director Resignation Policy in Uncontested ElectionsIn an uncontested election, it is our policy that nominees who receive a number of votes in favor of their election which is less than a majority of total votes cast should promptly offer to resign from the Board of Directors.
WSFS Bank 2026 Proxy Statement8

Executive Compensation Practices

The following fundamental principles underlie our executive compensation philosophy anddesign:

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We strive to be competitive in base pay, taking into consideration salaries of similar positions at comparable financial institutions in our compensation peer group (“CPG”), allowing for exceptions in particular circumstances.We structure our incentive compensation system to provide rewards for performance that reflect our strategic plan and balance executives’ focus on both annual goals and our long-term success, without creating undue risk.Our total compensation for expected performance levels is targeted at levels similar to those at comparable financial institutions in our peer group. For top performance, we provide total compensation reflecting that superior performance.

We strive to be competitive in base pay, taking into consideration salaries of similar positions at comparable financial institutions in our compensation peer group ("CPG"), allowing for exceptions in particular circumstances. We structure our incentive compensation system to provide rewards for performance that reflect our strategic plan and balance executives' focus on both annual goals and our long-term success, without creating undue risk. Our total compensation for expected performance levels is targeted at levels similar to those at comparable financial institutions in our peer group. For top performance, we provide total compensation reflecting that

superior performance.

We have designed our executive compensation practices to support good governance and mitigate excessive risk-taking:

Stock Ownership Guidelines Our guidelines require significant stock ownership for our Executive Leadership Team and our Board of Directors. Say-on-Pay We conduct annual Say-on-Pay votes. The 2023 Say-on-Pay vote was approved by over 90% of the shares present in person by participation or represented by proxy at the 2023 Annual Meeting of Stockholders and entitled to vote on the proposal. Balanced Compensation We balance executives' short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results. Double-Trigger Change-in-Control Our compensation program imposes a double-trigger for

equity incentive awards which do not vest solely upon a change-in-control, but also require a qualifying termination of employment following a change-in-control. Independent Compensation Consultant We engage an independent compensation consultant who acts as independent advisor to the Leadership and Compensation Committee on executive leadership and Board of Directors compensation matters, and other compensation matters under the purview of the Leadership and Compensation Committee, and from time to time provides advice on best practices for compensation matters unrelated to our Executive Leadership Team or Directors. Clawback Policy We have a policy requiring us to recoup certain incentive compensation in the event of fraud or other misconduct or financial restatements. Performance-Based Compensation We make a significant portion of executives' compensation performance- based and focused on stockholder value. No Single-Trigger Golden Parachutes or Multi-Year Guaranteed Bonuses We do not enter into employment contracts with executives containing single-trigger golden parachutes or multi-year guaranteed bonuses. No Gross-Up Payments We do not provide gross-up payments to

cover personal income or excise taxes that pertain to severance benefits. No Hedging or Pledging We do not permit hedging, collars, short sales or other derivative transactions or pledging transactions involving our common stock by our executives.

Stock Ownership GuidelinesOur guidelines require significant stock ownership for our Executive Leadership Team and our Board of Directors.Say-on-PayWe conduct annual Say-on-Pay votes. The 2025 Say-on-Pay vote was approved by over 98% of the shares present in person by participation or represented by proxy at the 2025 Annual Meeting of Stockholders and entitled to vote on the proposal.Balanced CompensationWe balance executives’ short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results.Double-Trigger Change-in-ControlOur compensation program imposes a double-trigger for equity incentive awards which do not vest solely upon a change-in-control, but also require a qualifying termination of employment following a change-in-control.Independent Compensation ConsultantWe engage an independent compensation consultant who acts as independent advisor to the Leadership and Compensation Committee on executive leadership and Board of Directors compensation matters, and other compensation matters under the purview of the Leadership and Compensation Committee, and from time to time provides advice on best practices for compensation matters unrelated to our Executive Leadership Team or Directors.Clawback PolicyWe have a policy requiring us to recoup cash and equity-based incentive compensation in the event of fraud or other misconduct or financial restatements.Performance-Based CompensationWe make a significant portion of executives’ compensation performance-based and focused on stockholder value.No Single-Trigger Golden Parachutes or Multi-Year Guaranteed BonusesWe do not enter into employment contracts with executives containing single-trigger goIden parachutes or multi-year guaranteed bonuses.No Gross-Up PaymentsWe do not provide gross-up payments to cover personal income or excise taxes that pertain to severance benefits.No Hedging or PledgingWe do not permit hedging, collars, short sales or other derivative transactions or pledging transactions involving our common stock by our executives.
WSFS Bank 2026 Proxy Statement9
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