WAFD INC

Current report

Combining Luther Burbank with the Company may prove more difficult, costly or time consuming than expected, and the anticipated benefits and cost savings of the merger may not be realized.

Current report

The Merger with Luther Burbank involves the integration of two companies that have previously operated independently, and involves numerous operational, strategic, financial, accounting, legal and other functions that must be integrated. The ultimate success of the Merger will depend, in part, on our ability to realize the anticipated cost savings from combining the businesses of WaFd and Luther Burbank. To realize the anticipated benefits and cost savings from the merger, we must successfully integrate Luther Burbank’s operations with ours in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. Difficulties in integrating Luther Burbank may result in the combined company performing differently than expected, in operational challenges or in the failure to realize these anticipated cost savings. If the cost of integration takes longer or is more costly than projected, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected.

Current report

A failure to sell loans designated as held for sale could adversely impact the Company's financial performance and earnings per share.

Current report

We have identified a portion of the LBC multi-family loan portfolio as held-for-sale. Our successful sale of these loans will be subject to a number of contingencies, including the buyers completion of customary due diligence and the negotiation and execution of definitive agreements. Our ability to successfully close on a sale of these loans may also be affected by market conditions outside our control, including continued fluctuations in interest rates, deteriorating economic conditions or declines in the real estate market, If we are unable to complete the sale of these loans, the sale of these loans is substantially delayed, or the purchase price is significantly lower than our estimates, these anticipated benefits of the sale may not be realized could have an adverse effect on our revenues, expenses and operating results, which may adversely affect the value of our common stock.

Current report

Our entry into California may present increased risk that may adversely impact our business, prospects and financial condition.

Current report

The Merger will result in the Bank’s initial entry into the state of California, where we have no operating experience. Although we have retained a number of Luther Burbank’s lending and business development officers with experience in the California market, we are new to this market area, and we may not be successful in retaining those existing employees. The banking and financial services business in California is highly competitive. The entry of the Bank into California presents us with different competitive conditions, and we will be required to compete for loans, deposits and customers for financial services with other commercial banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market funds, credit unions and other nonbank financial service providers in California. Many of these competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader array of financial services than the Company. As a result, there can be no assurance that we will be able to compete effectively in California, and if we are unable to compete effectively in California, the benefits we were anticipating from the Merger may not be fully achieved, and our results of operations and financial conditions could be materially and adversely affected.