WAFD INC

Current report

Our “Needs to Improve” rating under the Community Reinvestment Act (“CRA”) may restrict our operations and limit our ability to pursue certain strategic opportunities.

Current report

On December 27, 2024, the Bank received an overall CRA rating from the FDIC of “Needs to Improve” for the period covering June 3, 2020 to March 26, 2024. Based on its performance on the individual components of the CRA tests, the Bank received a “High Satisfactory” rating on both the Investment Test and the Service Test and a “Needs to Improve” rating on the Lending Test, which resulted in the overall “Needs to Improve” rating. The Bank disagrees with the overall CRA rating and intends to appeal. If our appeal is unsuccessful in changing the overall CRA rating, having a “Needs to Improve” rating will result in restrictions on certain expansionary activity, including mergers and acquisitions and the establishment and relocation of bank branches. This rating will also result in a loss of expedited processing of applications to undertake certain activities. It could also have an impact on our relationships with certain states, counties, municipalities or other public agencies to the extent applicable law, regulation or policy limits, restricts or influences whether such entity may do business with a company that has a below “Satisfactory” rating and, in general, could negatively affect our reputation, business, financial condition and results of operations. These restrictions, among others, will remain in place at least until the Bank’s next CRA rating is publicly released by the FDIC following a subsequent CRA examination which is likely to occur in 2026. As a result of these limitations and conditions, we may be unable or may fail to pursue, evaluate or complete transactions that might have been strategically or competitively significant.

Current report

Changes in our business operations and divestitures of lines of business may not be successful, resulting in a negative impact on our operating results and financial condition.

Current report

In January 2025, we made a significant shift in focus in our business model and announced that WaFd Bank would be exiting the single-family mortgage lending market. We made this determination for several reasons: first because home loans are seen as a commodity, with nearly 70% of originations sold to US government sponsored enterprises like Freddie Mac and Fannie Mae, which has caused our profitability to decrease and credit risk to increase, and second, because technology has made it easy for consumers to refinance, increasing our interest rate risk. While we have estimated annual expense savings of approximately $17 million from our exit from the single-family mortgage business, this change involves a number of risks, including significant costs and expenses (including a $5.4 million restructuring charge), the potential loss of customer relationships, a loss of community goodwill and a decrease in revenues and earnings. Exiting this business could impact future earnings if we are unable to offset the loss of revenue associated with the single-family mortgage business against the anticipated expense savings. In addition, the shift in business focus will require varying levels of management resources, which may divert our attention from other business operations. If we are unable to realize the expected benefits of these types of changes in our business operations, our consolidated financial position, results of operations and cash flows could be negatively impacted.

Previous 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.

Previous 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.

Previous report

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

Previous report

We have identified a portion of the LBC single-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, if the sale of these loans is substantially delayed, or if the purchase price is significantly lower than our estimates, the anticipated benefits of the sale may not be realized and could have an adverse effect on our revenues, expenses and operating results, which may adversely affect the value of our common stock.

Previous report

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

Previous report

The Merger will result in the Bank’s initial entry into the state of California. We have no operating experience in California, but we have retained a number of Luther Burbank’s lending and business development officers with experience in the California market. However, 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.