EverBank Financial and WaFd agreed Monday to a $3.9 billion reverse merger that would create a bank with approximately $75 billion in assets, $58 billion in loans and $59 billion in deposits. The September 7 agreement would combine EverBank’s nationwide digital and specialty-lending operation with WaFd’s more than 200 branches across nine Western states, according to the companies’ announcement. If completed, the transaction would place the combined institution among the 50 largest U.S. banks by assets and give it a reach extending from Florida and New York to California and the Pacific Northwest.

The transaction is structured so that WaFd remains the legal public company while EverBank is treated as the accounting acquirer. WaFd would issue about 103.1 million common shares to EverBank’s owners, rename the holding company EverBank Financial Corp. and change its Nasdaq ticker to EVBK. EverBank investors would own 59.2% of the combined company, while current WaFd shareholders would hold 40.8%, the companies said in their presentation.

The merger is not yet final. It requires WaFd shareholder approval and regulatory clearances, and the companies are targeting the first quarter of 2027 for closing. That distinction matters because the projected earnings lift, cost reductions and market expansion are management forecasts rather than completed results. The deal nevertheless represents a significant test of whether a digital bank and a traditional regional branch network can produce the scale executives increasingly argue is necessary to compete.

The unusual structure reflects the two companies’ different ownership and operating profiles. Jacksonville-based EverBank is privately held by funds managed by Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, along with former owner TIAA. Seattle-area WaFd is publicly traded and had a market value near $2.7 billion before the announcement. A reverse merger gives EverBank’s investors a path into the public market without a conventional initial public offering, while preserving WaFd’s exchange listing.

After closing, the holding company would be headquartered in Bellevue, Washington, but the surviving national bank would be based in Jacksonville, Florida. WaFd Bank would merge into EverBank, N.A., which would retain its national charter and primary supervision by the Office of the Comptroller of the Currency. Greg Seibly, EverBank’s chief executive, would lead the combined company; WaFd chief executive Brent Beardall would become president. Seven of the 13 directors would represent legacy EverBank and six would come from WaFd.

The ownership split makes EverBank’s private investors the controlling bloc, even though WaFd supplies the legal shell. That arrangement is why Reuters described the combination as EverBank acquiring the smaller WaFd. It also means WaFd shareholders must judge whether surrendering majority ownership is justified by the projected earnings improvement and the larger institution’s growth prospects.

Digital Deposits Meet a Western Branch Network

The strategic logic rests on complementary funding channels. EverBank reported $46.7 billion in assets, $37.7 billion in deposits and $37.1 billion in loans and leases as of June 30. It gathers much of its funding digitally and operates a smaller physical network concentrated in California, Florida and New York. WaFd, by contrast, brings relationship deposits and a branch footprint built over more than a century in Washington, Oregon, Idaho, Utah, Arizona, Nevada, New Mexico, California and Texas.

Management says the combined bank would have 254 branches and financial centers while still receiving about 30% of deposits through digital channels. Approximately 82% of deposits would be insured, a measure that became more closely watched after the regional banking failures of 2023. The companies say their mix would reduce reliance on wholesale borrowing and make funding more durable across changes in interest rates. Federal FDIC records identify WaFd Bank as an insured institution, while the agency’s separate bank profile covers EverBank, N.A.

The asset side is also intended to become more commercial. The combined loan book would be 74% commercial, including commercial real estate, commercial and industrial credit, fund finance and other specialty lending. EverBank contributes nationwide lending channels, while WaFd brings local relationships and real-estate expertise. The larger balance sheet could allow the bank to serve bigger borrowers, but it would also increase the importance of credit discipline as the companies move away from lower-yield residential assets.

The Earnings Case Depends on Cost Reductions

The companies project approximately $135 million in annual pretax cost savings, equal to about 11% of their combined noninterest expenses. They expect 40% of those savings to be realized during 2027 and the full run rate by the second half of 2028. Compensation, technology, occupancy and general administrative expenses are the identified sources. Management has already established an integration office and 27 workstreams, but the companies have not yet specified the eventual effects on staffing or individual branches.

Those savings underpin the forecast that WaFd shareholders would receive roughly 29% earnings-per-share accretion in 2027. The presentation also targets return on tangible common equity above 15% and an efficiency ratio near 45% after full integration. Against those benefits, management estimates $280 million in one-time pretax costs and 8.6% dilution to tangible book value per share, with the dilution earned back in about two years. Revenue synergies from wealth management and insurance were identified but excluded from the formal projections.

WaFd enters the transaction from a profitable position, rather than as a distressed seller. Its latest SEC filing reported $66 million in fiscal third-quarter net income, diluted earnings of 84 cents per share and an 11% return on tangible common equity. Net interest margin held at 2.81%, while nonperforming assets were 0.49% of assets. The bank also raised its credit-loss provision to $11 million, reflecting growth in commercial and construction loans and concern about adversely classified credits.

Scale Brings New Integration and Credit Risks

The central risk is execution. Combining a digital bank, a national specialty-lending platform and a multistate branch system requires customer accounts, core processing, risk controls and reporting to migrate without material disruption. The companies anticipate a core-system conversion around the end of 2027 and integration completion in the first half of 2028. Delays or customer attrition could reduce the savings or push the tangible-book-value recovery beyond the promised two years.

Purchase accounting adds another layer of uncertainty. EverBank, as accounting acquirer, expects fair-value adjustments to WaFd’s loans, securities, deposits and other balance-sheet items, including an estimated $313 million credit mark. These adjustments can lift reported interest income as discounts accrete, but they do not themselves demonstrate stronger underlying customer economics. The projected 29% earnings gain therefore combines operating assumptions, market estimates and accounting effects that will need to be separated in later results.

Customers and regulators will focus on competition, access and stability as well as shareholder returns. The companies argue that their footprints overlap only selectively and that the combination expands rather than contracts channels. A recent Federal Reserve study of nearly 5,000 completed mergers and 44 million mortgages found no average evidence that consolidation weakened mortgage-market outcomes, but the authors warned that their findings do not establish that every proposed merger is harmless. Completed deals have already passed regulatory review, and local market effects can differ.

Regulatory Review Is the Next Material Test

Bank combinations face review of capital, management, competition, community needs and anti-money-laundering controls. The Federal Reserve approved 145 merger and acquisition applications in 2025, up from 99 in 2024, according to its June supervision report. The average processing time declined to 85 days from 101, though applications receiving adverse public comments typically took longer. The EverBank-WaFd transaction may also require review by the OCC and Washington state authorities because the operating banks hold different charters.

The public filing process will provide details not available in the announcement, including the merger agreement, executives’ financial interests, shareholder voting terms and a fuller accounting of integration assumptions. The Journal reported that EverBank’s private-equity owners had been considering a sale or public offering, adding an exit motive to the stated strategic rationale. That does not negate the operating case, but it is relevant when evaluating who benefits and on what timetable.

For now, the agreement establishes a credible route to a larger national-regional franchise, not proof that the projected returns will materialize. The clearest evidence is the proposed scale, ownership and funding mix; the least certain elements are the cost savings, integration outcome and future loan performance. WaFd’s proxy materials, regulatory applications and subsequent conversion milestones will determine whether the merger’s financial logic survives the scrutiny required before the new EverBank can begin operating.