WAFD INC

General

WaFd Bank, a federally-insured Washington state chartered commercial bank formerly known as Washington Federal Bank

(the "Bank" or "WaFd Bank"), was founded on April 24, 1917 in Ballard, Washington and is engaged primarily in providing

lending, depository, insurance and other banking services to consumers, small, mid-sized and large businesses, and owners and

developers of commercial real estate. Effective September 25, 2025, the Bank formally changed its name from Washington Federal

Bank to WaFd Bank by filing its Second Amended and Restated Articles of Incorporation with the Washington Secretary of State.

WaFd, Inc., a Washington corporation, was formed as the Bank’s holding company in November, 1994. As used throughout this

document, the terms "WaFd," the "Company" or "we" or "us" and "our" refer to WaFd, Inc. and its consolidated subsidiaries, and

the term "Bank" or "WaFd Bank" refers to its bank operating subsidiary. The Company is headquartered in Seattle, Washington.

On November 9, 1982 the Company listed and began trading on the NASDAQ. Profitable operations have been recorded

every year since going public. As of September 30, 2025, the stock traded at 82 times its original 1982 offering price, has paid 170

consecutive quarterly cash dividends and has returned 14,253% total shareholder return to those who invested 43 years ago.

On February 29, 2024, WaFd, Inc. closed its merger with Luther Burbank Corporation ("Luther Burbank" or "LBC"), a

California corporation, effective as of 12:00am on March 1, 2024. Pursuant to the Merger Agreement, at the Effective Time Luther

Burbank merged with and into the Company (the “Corporate Merger”), with the Company surviving the Corporate Merger.

Promptly following the Corporate Merger, Luther Burbank’s wholly-owned bank subsidiary, Luther Burbank Savings, merged with

and into WaFd Bank with WaFd Bank as the surviving institution (the “Bank Merger”). The Corporate Merger and the Bank Merger

are collectively referred to in this Annual Report on Form 10-K as the “Merger.” The Merger added approximately $7.7 billion of

LBC assets at fair value to the Company's balance sheet, and the Company assumed $50,175,000 in floating rate junior subordinated

debentures, due June 2036 and June 2037, and $93,514,000 in 6.5% senior unsecured term notes which matured and were paid off

on September 30, 2024. The Merger expanded WaFd Bank's footprint to nine western states with the addition of ten California

branches of Luther Burbank.

The Company's fiscal year end is September 30th. All references herein to 2025,2024 and 2023 represent balances as of

September 30, 2025, September 30, 2024 and September 30, 2023, respectively, or activity for the fiscal years then ended.

The business of the Bank consists primarily of accepting deposits from the general public and investing these funds in loans of

various types, including construction loans, land acquisition and development loans, loans on multi-family, commercial real estate

and other income producing properties, and business loans, including U.S. Small Business Administration (“SBA”) loans. In

January, 2025, the Bank announced it will no longer originate consumer single family home loans and home equity lines of credit.

Our existing consumer home loans still make up a significant portion of our loan portfolio. The Bank also invests in certain United

States government and agency obligations and other investments permitted by applicable laws and regulations. As of September 30,

2025, WaFd Bank has 208 branches located in Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico, California and

Texas. The Bank delivers its financial products and services to customers through both its branch network and digital channels,

including its website and mobile banking application (information contained on our website and mobile application are not

incorporated by reference into this Annual Report on Form 10-K). The Company is also engaged in insurance brokerage activities

through the Bank’s subsidiary, WaFd Insurance Group, Inc., and wealth management products and services through WaFd Wealth,

Inc., a subsidiary of the Company.

The principal sources of funds for the Company's activities are retained earnings, loan repayments, net deposit inflows,

borrowings and repayments and sales of investments. WaFd's principal sources of revenue are interest on loans and interest and

dividends on investments. Its principal expenses are interest paid on deposits, credit costs, general and administrative expenses,

interest on borrowings and income taxes.

The Bank is subject to extensive regulation, supervision and examination by its primary state regulator, the Washington

State Department of Financial Institutions (the "WDFI"), the Federal Deposit Insurance Corporation ("FDIC"), its primary federal

regulator, which insures its deposits up to applicable limits, and the Consumer Financial Protection Bureau (the "CFPB"). The

Company, as a bank holding company, is subject to extensive regulation, supervision and examination by the Board of Governors of

the Federal Reserve System ("Federal Reserve").

The regulatory structure gives the regulatory authorities extensive discretion in connection with their supervisory and

enforcement activities. Any change in such regulation, whether by the WDFI, the FDIC, the Federal Reserve, the CFPB or the U.S.

Congress, could have a significant impact on the Company and its operations. See “WaFd Bank, wholly-owned operating subsidiary

— Regulation” section below.

Lending Activities

The Company's net loan portfolio totaled$20,088,618,000 at September 30, 2025 and represents 75.2% of total assets. Lending activities include the origination of

commercial loans secured by real estate, adjustable-rate construction loans, adjustable-rate land development loans, fixed-rate and adjustable-rate multi-family loans, fixed-

rate and adjustable-rate commercial real estate loans and fixed-rate and adjustable-rate business loans. Beginning in January 2025, the Bank announced it will no longer

originate consumer single family home loans and home equity lines of credit, however, existing consumer home loans still make up a significant portion of our loan

portfolio.

The following table is a summary of loans receivable by loan portfolio segment and class.

(1) The ACL within the table does not include the reserve for unfunded commitments which was$21,500,000,$21,500,000 and$24,500,000 as of

September 30, 2025,2024 and 2023, respectively.

Lending Programs and Policies. The Bank's lending activities include commercial and consumer loans, including the

following loan categories.

Commercial real estate loans. The Bank makes loans on a variety of commercial real estate (“CRE”) types which are

generally secured by the subject property. Management differentiates multi-family properties from the rest of our CRE

portfolio as these loans have key differences in their risk profile.

The following table provides detail of the amortized cost of non-multi family CRE loans by property type:

Within the types listed above, a CRE subject property could be either owner or non-owner occupied. The following table

provides the amortized cost of CRE loans by occupation status:

In underwriting, the Bank considers a number of factors, which include the historic and projected net cash flows to the

loan's debt service requirement, the age and condition of the collateral, the financial resources and income level of the borrower

and the borrower's experience in owning or managing similar properties. CRE loans are originated in amounts up to 75% of the

appraised value of the property securing the loan.

With CRE loans, credit risk is a result of several factors, including the concentration of principal in a limited number of

loans and borrowers, the effects of general economic and societal conditions on income-producing properties and the primary

source of cash flow for repayment being spread across multiple tenants (non-owner). Repayment of CRE loans depends upon

the successful operation of the related real estate property. If the cash flow from the property is reduced, the borrower's ability

to repay the loan may be impaired. The Bank seeks to minimize these risks through its underwriting policies, which require

such loans to be qualified at origination on the basis of the property's income and debt service ratio.

Multi-family residential loans. Multi-family residential (five or more dwelling units) loans generally are secured by

multi-family rental properties, such as apartment buildings. In underwriting multi-family residential loans, the Bank considers

the same factors considered for CRE loans. Like CRE, multi-family residential loans are originated in amounts up to 75% of the

appraised value of the property securing the loan.

Loans secured by multi-family residential real estate generally involve different credit risk than single-family residential

loans and carry larger loan balances. This different credit risk is a result of several factors, including the concentration of

principal in a limited number of loans and borrowers, the effects of general economic and societal conditions on income-

producing properties, the primary source of cash flow for repayment being spread across multiple tenants, the effects of

government orders such as eviction forbearance and the increased difficulty of evaluating and monitoring these types of loans.

It is the Bank's policy to obtain title insurance ensuring that it has a valid first lien on the mortgaged real estate serving as

collateral for the loan. Borrowers must also obtain hazard insurance prior to closing and, when required by regulation, flood

insurance. Borrowers may be required to advance funds on a monthly basis, together with each payment of principal and

interest, to a mortgage escrow account from which the Bank makes disbursements for items such as real estate taxes, hazard

insurance premiums and private mortgage insurance premiums when due.

Commercial and industrial loans. The Bank makes various types of business loans to customers in its market area for

working capital, acquiring real estate, SBA program financing, financing equipment or other business purposes, such as

acquisitions. The terms of these loans generally range from less than one year to a maximum of ten years. The loans are either

negotiated on a fixed-rate basis or carry adjustable interest rates indexed to the Secured Overnight Funding Rate ("SOFR"),

Prime Rate or another market rate.

Commercial loans are made based upon assessment of the borrower's ability and willingness to repay along with an

evaluation of secondary repayment sources such as the value and marketability of collateral. Most such loans are extended to

closely held businesses and the personal guaranty of the principal is usually obtained. Commercial loans have a relatively high

risk of default compared to residential real estate loans. Pricing of commercial loans is based on the credit risk of the borrower

with consideration given to the overall relationship of the borrower, including deposits and contributed equity/loan-to-value

ratio. The acquisition of business deposits is an important focus of this business line. The Bank provides a full line of treasury

management products to support the depository needs of its customers.

Construction loans. The Bank originates construction loans to finance construction of single-family and multi-family

residences as well as commercial properties. Loans made to builders are generally tied to an interest rate index and normally

have maturities of two years or less or are structured such that they convert to a permanent loan after the completion of

construction or stabilization of the property. Legacy loans made to individuals for construction of their home generally are 30-

year fixed rate loans. The Bank's policies provided that for residential construction loans, loans may be made for 85% or less of

the construction cost or 80% of the appraised value of the property upon completion, whichever is less. As a result of activity

over the past four decades, the Bank believes that builders of single-family residences in its primary market areas consider the

Bank to be a construction lender of choice. Because of this history, the Bank has developed a staff with in-depth land

development and construction experience and working relationships with selected builders based on their operating histories

and financial stability.

Construction lending involves a higher level of risk than single-family residential lending due to the concentration of

principal in a limited number of loans and borrowers and the effects of general economic conditions in the home building

industry. Moreover, a construction loan can involve additional risks because of the complexities of completing the

construction, the inherent difficulty in estimating the cost (including interest) of the project, the future cash flows and the

property's value at completion of the project.

Land development loans. The Bank's land development loans are of a short-term nature and are generally made for 75%

or less of the appraised value of the unimproved property. Funds are disbursed periodically at various stages of completion as

authorized by the Bank's personnel. The interest rate on these loans typically adjust daily or monthly in accordance with a

designated index.

Land development loans involve a higher degree of credit risk than long-term financing on owner-occupied real estate.

Mitigation of risk of loss on a land development loan is dependent largely upon the accuracy of the initial estimate of the

property's value at completion of development compared to the estimated cost (including interest) of development and the

financial strength of the borrower.

Consumer loans. The Bank's non-mortgage consumer loan portfolio consists of prime quality student loans acquired

from an independent financial investment firm that retains 1% of each loan, plus various other non-mortgage consumer loans

including personal lines of credit and credit cards.

Single-family residential loans. In January 2025, the Bank announced its exit from the single-family mortgage lending

market, including home equity lines of credit ("HELOC"). Prior to this exit, the Bank originated 30-year fixed-rate mortgage

loans and HELOCs secured by single-family residences. Mortgage lending prior to exit was subject to written,

nondiscriminatory underwriting standards, loan origination procedures and lending policies approved by the Company's Board

of Directors (the "Board"). Although the Bank is no longer originating these loans, there are currently no plans to sell loans

from the existing portfolio.

Property valuations were required on all real estate loans. Appraisals were prepared by independent appraisers, reviewed

by staff of the Bank, and approved by the Bank's management. Property evaluations were sometimes utilized in lieu of

appraisals on single-family real estate loans of $250,000 or less and were reviewed by the Bank's staff. Detailed loan

applications were obtained to determine the borrower's ability to repay and the more significant items on these applications are

verified through the use of credit reports, financial statements or written confirmations.

Depending on the size of the loan involved, a varying number of officers of the Bank must approve the loan application

before the loan could be granted. Federal guidelines limit the amount of a real estate loan made to a specified percentage of the

value of the property securing the loan, as determined by an evaluation at the time the loan is originated. This is referred to as

the loan-to-value ratio. The Board sets the maximum loan-to-value ratios for each type of real estate loan offered by the Bank.

When establishing general reserves for loans with loan-to-value ratios exceeding 80% that are not insured by private

mortgage insurance, the Bank considers the additional risk inherent in these products, as well as their relative loan loss

experience, and provides reserves when deemed appropriate. The total balance for loans with loan-to-value ratios exceeding

80% at origination as of September 30, 2025, was$136,605,000, with allocated reserves of$1,256,000.

Origination and Purchase of Loans. The Bank has general authority to lend anywhere in the United States; however, its

primary lending areas are within the states of Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico, California and

Texas. Loan originations come from a variety of sources, although most business purpose loans are obtained primarily by

direct solicitation of borrowers and ongoing relationships.

The Bank also purchases loans and mortgage-backed securities when lending rates and volume for new loan

originations in its market area do not fulfill its needs.

The table below shows the Bank's total loan origination, purchase and repayment activities.

(1)Includes undisbursed loan in process.

(2)Includes non-cash transactions.

(3)Loans purchased in fiscal 2024 refer to those obtained in the Merger

(4)Loans sold in fiscal 2024 refer to multi-family and single-family residential loans obtained in the Merger and were classified as held

for sale.

Interest Rates, Loan Fees and Service Charges. Interest rates charged by the Bank on loans are primarily determined by the

competitive loan rates offered in its lending areas and in the secondary market. Loan rates reflect factors such as general interest

rates, the supply of money available to the industry and the demand for such loans. General economic conditions, the regulatory

programs and policies of federal and state agencies, including the Federal Reserve Bank’s monetary policies, changes in tax

laws and governmental budgetary programs influence these factors.

The Bank receives fees for originating loans in addition to various fees and charges related to existing loans, including

prepayment charges, late charges and assumption fees. The Bank normally charges an origination fee and as part of the loan

application, the borrower paid the Bank for out-of-pocket costs, such as the appraisal fee, whether or not the borrower closes

the loan. The interest rate charged is normally the prevailing rate at the time the loan application is approved and accepted.

Investment Activities

The Bank is obligated by its regulators to maintain adequate liquidity and does so by holding cash and cash equivalents

and by investing in securities. These investments may include, among other things, certain certificates of deposit, repurchase

agreements, bankers’ acceptances, loans to financial institutions whose deposits are federally-insured, federal funds, corporate

and municipal debt, United States government and agency obligations and mortgage-backed securities.

Sources of Funds

General. Deposits are the primary source of the Bank’s funds for use in lending and other general business purposes. In

addition to deposits, the Bank derives funds from loan repayments, advances from the Federal Home Loan Bank of Des Moines

("FHLB - DM"), borrowings from the Federal Reserve Bank ("FRB"), and from investment repayments and sales. Loan

repayments are a relatively stable source of funds influenced by prevailing market rates that drive refinancing activity, while

deposit inflows and outflows are influenced by both market and offered interest rates, money market conditions, the availability

of FDIC insurance and the market perception of the Company’s financial stability. Borrowings may be used on a short-term

basis to compensate for reductions in normal sources of funds, such as deposit inflows at lower than projected levels.

Borrowings may also be used on a longer-term basis to support expanded activities and to manage interest rate risk. Borrowing

capacity and availability is influenced by interest rates, market conditions, availability of collateral and the market's perception

of the Bank's financial stability.

Deposits. The Bank relies on a mix of deposit types, including business and personal checking accounts, term certificates of

deposit, and other savings deposit alternatives that have no fixed term, such as money market accounts and passbook savings

accounts. The Bank offers several consumer checking account products, both interest bearing and non-interest bearing and

several business checking accounts, some of which target small businesses with relatively simple and straightforward banking

needs and some for larger, more complex business depositors with an account that prices monthly based on the volume and type

of activity. Savings and money market accounts are offered to both businesses and consumers, with interest paid after certain

threshold amounts are exceeded.

The Bank’s deposits are obtained primarily from residents of Washington, Oregon, Idaho, Arizona, Utah, Nevada, New

Mexico, California and Texas.

Borrowings. The Bank has a credit line with the FHLB - DM for up to 45% of total assets depending on specific collateral

eligibility. The Bank obtains advances from the FHLB - DM based upon the security of the FHLB capital stock it owns and

certain of its loans, provided certain standards related to credit worthiness have been met. Such advances are made pursuant to

several different credit programs. Each credit program has its own interest rate and range of maturities, and the FHLB - DM

prescribes acceptable uses to which the advances pursuant to each program may be put, as well as limitations on the size of such

advances. Depending on the program, such limitations are based either on a fixed percentage of assets or the Company's credit

worthiness. FHLB advances are used to meet seasonal and other withdrawals of deposit accounts and to fund expansion of the

Bank's lending.

The Bank may need to borrow funds for short periods of time to meet day-to-day financing needs. In these instances,

funds are borrowed from other financial institutions or the Federal Reserve Bank, for periods generally ranging from one to

seven days at the then current borrowing rate.

The Bank also participates in the FRB of San Francisco Borrower-in-Custody program which collateralizes primary credit

borrowings and serves as a backstop for the FHLB - DM credit line. Due to differing program requirements between the FHLB

• DM and FRB of San Francisco, participating in both increases the amount of eligible collateral that may be pledged in support

of contingent liquidity needs.

The Bank Merger with LBC provided a credit line with the Federal Home Loan Bank of San Francisco (FHLB - SF) in

support of LBC borrowings, but the Bank is unable to take down new advances against this line as the Bank is not allowed to

belong to more than one FHLB. The FHLB - SF credit line is secured by a line-item pledge of securities.

For further information on these activities, see Note L to the Consolidated Financial Statements in “Item 8. Financial

Statements and Supplementary Data” of this report.

Subsidiaries

The Company is a bank holding company that conducts its primary business through its wholly-owned subsidiary, WaFd

Bank. The Company has nine active direct and indirect wholly-owned subsidiaries, discussed further below.

WAFD Insurance Group, Inc. is incorporated under the laws of the state of Washington and is an insurance agency that

offers a full line of individual and business insurance policies to customers of the Bank, as well as to the general public. As of

September 30, 2025 and September 30, 2024, WAFD Insurance Group, Inc. had total assets of$22,465,000 and$23,174,000,

respectively.

Statewide Mortgage Services Company is incorporated under the laws of the state of Washington and it holds and

markets real estate owned. As of September 30, 2025 and September 30, 2024, Statewide Mortgage Services Company had

total assets of$2,472,000 and$2,506,000, respectively.

Washington Services, Inc. is incorporated under the laws of the state of Washington. It acts as a trustee under deeds of

trust as to which the Bank is beneficiary. As of both September 30, 2025 and September 30, 2024, Washington Services, Inc.

had total assets of$13,000.

WAFD Wealth, Inc. is a subsidiary of the Company and is incorporated under the laws of the state of Deleware and offers

personalized financial guidance and investment services. As of September 30, 2025, WAFD Wealth, Inc. had total assets of

$4,784,000. WAFD Wealth was not a subsidiary as of September 30, 2024.

Pike Street Labs, Inc. is incorporated under the laws of the state of Washington. It provides technology and data services

to the Bank. As of September 30, 2025, Pike Street Labs, Inc. had total assets of$4,644,000. Pike Street Labs, Inc. was not a

subsidiary as of September 30, 2024.

The Company also owns Burbank Financial Inc., an inactive real estate investment company, and all the common interests

in Luther Burbank Statutory Trusts I and II, entities created to issue trust preferred securities that were acquired in connection

with the Merger. The Company also obtained in the Merger with LBC a LIHTC investment in Raymond James Housing

Opportunities Fund 76 LLC, a Florida limited liability company. WaFd is the only investor member and is allocated 99.99% of

any tax credits and operating profits and losses from the LLC but the day-today management and control is in the hands of the

management member, and affiliate of Raymond James Financial, Inc.

Human Capital

At WaFd Bank, our culture is defined by our corporate values of integrity, teamwork, ownership, simplicity, service and

discipline. We value our employees by investing in a healthy work-life balance, competitive compensation and benefit packages

and a vibrant, team-oriented environment centered on professional service and open communication amongst employees. We

strive to build and maintain a high-performing culture and be an “employer of choice” by creating a work environment that

attracts and retains outstanding, engaged employees who embody our company mantra of “Love what you do. Make a

difference.”

Demographics. As of September 30, 2025, we employed 2037 full and part time employees. None of these employees

are represented by a collective bargaining agreement. During fiscal year 2025 we hired 441 employees. Our voluntary turnover

rate was 18.12% in fiscal year 2025, an increase from 15.80% in 2024.

As of September 30, 2025, the population of our workforce was as follows:

Headcount by Ethnicity & Gender 2025

Learning and Development. We invest in the growth and development of our employees by providing a multi-

dimensional approach to learning that empowers, intellectually grows, and professionally develops our colleagues. Our

employees, including leadership, receive continuing education courses that are relevant to the banking industry and their job

function within the Company. All new employees attend our two-day new hire orientation, Welcome to WaFd. In addition, we

offer our Education Tuition Assistance Program, designed to encourage an employee's advancement and growth. We also offer

the Retail Bank Peer Mentor Program and branch banking certifications for our branch employees. These resources provide

employees with the skills they need to achieve their career goals, build management skills and become leaders within our

Company.

Compensation and Benefits. We provide a competitive compensation and benefits program to help meet the needs of

our employees. In addition to salaries, these programs include annual bonuses, stock awards, a 401(k) Plan with an employer

matching contribution in addition to an employer annual contribution, healthcare and insurance benefits, health savings, flexible

spending accounts, paid time off, family leave and an employee assistance program.

Workplace Safety & Wellness. We prioritize the importance of our employees’ health and the health of their families.

We offer healthcare plans where the Company pays a significant portion of the monthly premiums for employees and their

children. Our benefits program also includes a Health Savings Account ("HSA") option in addition to Flexible Spending

Accounts ("FSA"). We believe maintaining a competitive benefits program is a sound investment in attracting newcomers and

retaining loyal, dedicated and enthusiastic colleagues. Benefits we offer to employees include:

•Health insurance including dental & vision.

•Flexible spending plans for healthcare and childcare expenses.

•Employer-paid life insurance & accidental death and dismemberment coverage.

•Long-term disability insurance.

•Employee assistance program to provide access to counseling and support well-being.

Corporate Social and Environmental Responsibility

We recognize the social and environmental responsibility that arises from the impact of our activities on peoples’ lives

and our community. The Company's Corporate and Social Environmental Policy integrates social, environmental and ethical

concerns into our daily business activities and our approach to stakeholder relationships. Through this policy, we strive to carry

out our banking activities in a responsible manner, placing the financial needs of our customers and economic health of our

communities at the core of our focus. Below is a summary of our community activities and financial contributions in 2025.

The Company

General. The Company is registered as a bank holding company and is subject to regulation, examination, supervision and

reporting requirements of the Federal Reserve Bank.

Regulation. The Company operates in a highly regulated industry. The regulatory structure governing the Company’s

operations is designed primarily for the protection of the deposit insurance funds and consumers, and not to benefit our

shareholders. As part of this regulatory structure, the Company is subject to policies and other guidance developed by the

regulatory agencies with respect to capital levels, the timing and amount of dividend payments, the classification of assets and

the establishment of adequate loan loss reserves for regulatory purposes. Under this structure, regulators have broad discretion

to impose restrictions and limitations on the Company’s operations if they determine, among other things, that such operations

are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the

supervisory policies of these agencies.

Failure to comply with applicable laws and regulations can result in a range of sanctions and enforcement actions,

including the imposition of civil money penalties, formal agreements and cease and desist orders. In order to ensure the

Company's programs and operations are in compliance with regulatory requirements, the Company has and will continue to

incur significant costs in order to comply in accordance with its responsibilities.

For further information on regulatory matters, see Note A to the Consolidated Financial Statements in “Item 8. Financial

Statements and Supplementary Data” as well as the"Risk Factors" section of this report and the"USA Patriot Act of 2001"

discussion below.

Sections below include a description of certain laws and regulations that relate to the regulation of the Company and the

Bank. The description of these laws and regulations, and descriptions of laws and regulations contained elsewhere herein, do

not purport to be complete and are qualified in their entirety by reference to applicable laws and regulations.

Restrictions on Activities and Acquisitions. Bank holding companies are subject to a variety of restrictions on their activities

and the acquisitions they can make. Generally, the activities or acquisition of a bank holding company that is not a financial

holding company are limited to those that constitute banking or managing or controlling banks or which are closely related to

banking. In addition, without the prior approval of the FRB, bank holding companies are generally prohibited from acquiring

more than 5% of the outstanding shares of any class of voting securities of a bank or bank holding company, taking any action

that causes a bank to become a subsidiary of the bank holding company, acquiring all or substantially all of the assets of a bank,

or merging with another bank holding company.

Control of Company or Bank. Pursuant to the Change in Bank Control Act, (the “CIBC Act”) individuals, corporations or

other entities acquiring Company equity interests may, alone or together with other investors, be deemed to control a holding

company or a bank. If an acquisition is deemed to constitute control of the holding company or bank and is not subject to

approval under the Bank Holding Company Act or certain other statutes, such person or group will be required to file a notice

under the CIBC Act. Generally, ownership of, or power to vote, more than 25% of any class of voting securities constitutes

control. In the case of a bank or bank holding company the securities of which are registered with the SEC, ownership of or

power to vote more than 10% of any class of voting securities creates a presumption of control.

Source of Strength. Under long-standing FRB policy, a bank holding company is expected to serve as a source of financial and

management strength to its subsidiary bank. Under this policy, a bank holding company is expected to stand ready to provide

adequate capital funds to its subsidiary bank during periods of financial adversity and to maintain financial flexibility and

capital raising capacity to assist its subsidiary bank. The Dodd-Frank Act codified the source of strength doctrine by adopting a

statutory provision requiring, among other things, that bank holding companies serve as a source of financial strength to their

subsidiary banks.

Restrictions on Company Dividends. The Company’s ability to pay dividends to its shareholders is affected by several

factors. Since the Company is a separate legal entity from the Bank and its subsidiaries and does not have significant operations

of its own, the Company may not be able to pay dividends to its shareholders if the Bank is unable to pay dividends to the

Company. The Bank’s ability to pay dividends is subject to various regulatory restrictions.

In addition, the Company’s ability to pay dividends is subject to rules and policies of the FRB. It is the policy of the

Federal Reserve that bank holding companies should pay cash dividends only out of income available over the past year and

only if prospective earnings retention is consistent with the company’s expected future needs and financial condition. Capital

rules adopted by the Federal Reserve, effective January 2015, may limit the Company’s ability to pay dividends if the Company

fails to meet certain requirements under the rules. In addition, if we do not or are unable to pay quarterly dividends on our

Series A Preferred Stock, we may not pay a dividend to the holders of our Common Stock. See “WaFd Bank, wholly-owned

operating subsidiary - Restrictions on Dividends” below.

Since the Company is a Washington state corporation, it is also subject to restrictions under Washington corporate law

relating to dividends. Generally, under Washington law, a corporation may not pay a dividend if, after giving effect to the

dividend, the corporation would be unable to pay its liabilities as they become due in the ordinary course of business or the

corporation’s total assets would be less than the sum of its total liabilities plus (with some exceptions) the amount that would be

needed, if the corporation were to be dissolved at the time of the dividend payment, to satisfy the dissolution preferences of

senior equity securities.

Enterprise Risk Management. The Company faces a number of risks, including credit risk, interest rate risk, liquidity risk,

operations risk, cybersecurity risk, regulatory risk, compliance and legal risk, strategic risk, and reputational risk. The Risk

Management Committee of the Board (“RMC”) establishes the Company's risk appetite and sets appropriate risk limits and

policies. The RMC is responsible for providing ongoing review, guidance and oversight of the Company's enterprise risk

management function. Management is responsible for managing the Company's risks on a day-to-day basis in accordance with

the policies established by the Board.

The Company's Chief Risk Officer (“CRO”) chairs the Enterprise Risk Management Committee (“ERMC”), a

management-level committee that is responsible for executing the risk management framework adopted by the Board. The

ERMC maintains enterprise-wide oversight of risk assessment, monitoring and reporting. The ERMC meets at least quarterly

to identify, evaluate, monitor, and account for new, existing and emerging risks to the Company. Identified risks are evaluated,

analyzed, prioritized and tracked by the ERMC in a manner to be compatible with effective internal controls, risk management

practices and the policies adopted by the Board. The ERMC develops risk management programs and processes to incorporate

risk considerations into day-to-day business activities across the Company’s risk categories, business lines and functions. To

support the ERMC’s risk management function, certain types of risks are overseen by other management level committees. For

example, the Company’s Asset Liability Committee is responsible for managing interest rate and liquidity risks and the credit

administration department tracks credit risks.

On at least a quarterly basis, the Company’s CRO, Chief Financial Officer, Chief Information Officer, Chief Information

Security Officer, Chief Credit Officer, and other members of management report directly to the RMC to provide reporting on

risk levels, key risks, emerging risks and the Company’s compliance with the risk management framework, risk limits and risk

appetites adopted by the RMC.

The Company carries out its risk management practices through its “three lines of defense” model, which is designed to

establish effective checks and balances within its risk management framework. The first line of defense is business units and

process owners within the Company which are responsible for maintaining effective internal controls and executing risk and

control procedures on a day to day basis. The second line of defense is the Company’s risk management, compliance and other

control functions which are responsible for ensuring that the first line of defense is properly designed, in place, and operating

effectively. The third line of defense is the Company’s internal audit function, which provides independent assessment and

assurance regarding the effectiveness of governance, risk management and internal controls.

WaFd Bank, wholly-owned operating subsidiary