wfsl-20241223

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

____________________________________________________________

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:


o			Preliminary Proxy Statement


o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


x			Definitive Proxy Statement


o			Definitive Additional Materials


o			Soliciting Material Pursuant to 240.14a-12

____________________________________________________________

WAFD, INC.

(Name of Registrant as Specified In Its Charter)

____________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all the boxes that apply):


x			No fee required.

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

425 PIKE STREET

SEATTLE, WASHINGTON 98101-2334

(800) 324-9375

December 23, 2024

Dear Shareholder:

Our Annual Meeting of Shareholders will be conducted live via the internet on Tuesday, February 11, 2025 at 8:00 a.m.. Pacific Time. To attend the meeting online please visit www.virtualshareholdermeeting.com/WAFD2025. Members of the general public may attend, but not participate, in the Annual Meeting by visiting the previously referenced website.

The virtual Annual Meeting is intended to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. The meeting format enables engagement with our shareholders, regardless of size, resources, or physical location. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/WAFD2025. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. Participants may vote, from within the United States, using any touch-tone telephone by calling 1-800-690-6903 and following the recorded instructions. The attached Proxy Statement provides information on how to participate in the Annual Meeting, how to vote your shares, and explains the matters to be voted upon in detail.

Shareholders can submit questions in writing at least 24 hours before, or during the Annual Meeting. To submit a question in advance you must go to http://www.proxyvote.com and use your 16-digit control number to be authenticated. To submit a question during the meeting, you must first join the meeting with your 16-digit control number. We intend to answer questions pertinent to Company matters as time allows at the question and answer session following the formal portion of the meeting and we encourage shareholders to submit any questions in advance of the meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Answers to appropriate questions pertinent to meeting matters, including those which were not answered at the meeting due to time constraints, will be posted at www.wafdbank.com/about-us/investor-relations after the meeting, if necessary.

The meeting webcast will begin promptly at 8:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:30 a.m., and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call (800) 586-1548 (U.S.) or (303) 562-9288 (International) for assistance.

We are using the internet as our primary means of furnishing proxy materials to our shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a notice with instructions for accessing the proxy materials and voting via the internet. The notice also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose.

We sincerely hope that you will attend the virtual meeting, but even if you are planning to attend, we strongly encourage you to cast your vote in advance of the meeting. This will ensure that your shares are represented at the meeting. The proxy statement explains more about proxy voting. Please read it carefully. We look forward to your participation.

If you have any questions, please do not hesitate to contact us.

Sincerely,

Stephen M. Graham

Chairman of the Board

WAFD, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

February 11, 2025

WAFD, INC.

425 PIKE STREET

SEATTLE, WASHINGTON 98101-2334

(800) 324-9375

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, FEBRUARY 11, 2025

NOTICE IS HEREBY GIVEN that we will be hosting our virtual Annual Meeting of Shareholders live via the internet (at www.virtualshareholdermeeting.com/WAFD2025) on Tuesday, February 11, 2025 at 8:00 a.m.. Pacific Time, for the following purposes:

1.To elect a total of five (5) directors; three directors will be elected for a three-year term ending in 2028 and two directors will be elected for a one-year term ending in 2026, or until their successors are elected and qualified;

2.To consider and approve the WaFd, Inc. 2025 Stock Incentive Plan;

3.To approve, by a non-binding advisory vote, the compensation of the Named Executive Officers of the Company;

4.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal year 2025;

5.To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors of the Company has fixed December 9, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only those shareholders of record as of the close of business on that date will be entitled to vote at the Annual Meeting or at any such adjournment.

By Order of the Board of Directors

Cathy Cooper

Executive Vice President, Chief Consumer Banker and

Corporate Secretary

December 23, 2024

Seattle, Washington

YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO ATTEND THE VIRTUAL EVENT, YOU ARE URGED TO CAST YOUR VOTE AS SOON AS POSSIBLE. INSTRUCTIONS ON HOW TO VOTE VIA THE INTERNET, TELEPHONE OR BY MAIL ARE CONTAINED BELOW UNDER "PROXY VOTING." IF YOU PARTICIPATE IN THIS VIRTUAL MEETING, YOU MAY VOTE ONLINE DURING THE MEETING. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, FEBRUARY 11, 2025.

This Proxy Statement relating to the 2025 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended September 30, 2024 are available for viewing, printing and downloading at www.wafdbank.com/about-us/investor-relations/wfsl-financial-data.

TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE PROXY MATERIALS ANNUAL MEETING AND VOTING			1
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF			2
Voting Securities			2
Vote Required			2
Majority Vote Standard			2
Effect of Abstentions and Broker Non-Votes			2
Board’s Voting Recommendations			3
PROXY VOTING			4
Voting at the Annual Meeting, via the Internet, by Telephone or Mail			4
How to Vote			4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			5
Insider Stock Ownership Guidelines			7
Insider Trading Arrangements and Policies			7
Prohibition on Hedging and Pledging			7
Delinquent Section 16(a) Reports			7
PROPOSAL 1: ELECTION OF DIRECTORS			8
Information with Respect to Nominees for Director and Continuing Directors			9
Executive Officers			13
CORPORATE GOVERNANCE			14
The Board of Directors and Its Committees			14
Board Leadership Structure and the Board’s Role in Risk Oversight			15
Selection of Nominees for the Board			15
Director Qualifications			16
Environmental, Social and Governance (“ESG”) Matters			16
Board Diversity Discussion and Analysis			17
Director Retirement			17
Shareholder Nominations			18
Communications with the Board			18
Code of Conduct and Ethics			18
Compensation Committee Interlocks And Insider Participation			18
Related Person Transactions			19
REPORT OF THE AUDIT COMMITTEE			20
EXECUTIVE COMPENSATION			21
Compensation Discussion and Analysis			21
Report Of The Compensation Committee			30
Summary Compensation Table			31
All Other Compensation Table			32
Grants of Plan-Based Awards for the 2023 Fiscal Year			33
Outstanding Equity Awards at Fiscal Year End			34
Stock Vested During Fiscal 2023			35
Nonqualified Deferred Compensation for the 2023 Fiscal Year			35
Potential Payments Upon Termination or Change in Control			36


Pay Ratio			38
Pay Versus Performance			38
DIRECTOR COMPENSATION			42
PROPOSAL 2: APPROVAL OF WAFD, INC. 2025 STOCK INCENTIVE PLAN			44
PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF WAFD, INC.’S NAMED EXECUTIVE OFFICERS			50
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			51
Principal Accounting Fees and Services			51
Audit Committee Pre-Approval Policy			51
OTHER MATTERS			52
SHAREHOLDER PROPOSALS			52
ANNUAL REPORTS			52
PROXY CARD AND NOTICE			51
APPENDIX A - WAFD, INC. PROPOSED 2025 STOCK INCENTIVE PLAN			55

GENERAL INFORMATION ABOUT THE PROXY MATERIALS

ANNUAL MEETING AND VOTING

This Proxy Statement is furnished to the holders of the common stock ("Common Stock"), of WaFd, Inc. ("WaFd" or the "Company"), the holding company of Washington Federal Bank, a federally-insured Washington state chartered commercial bank dba WaFd Bank, in connection with the solicitation of proxies by the Board of Directors ("Board") of the Company, to be used at the Annual Meeting of Shareholders that will be held live via the internet at www.virtualshareholdermeeting.com/WAFD2025, on Tuesday, February 11, 2025 at 8:00 a.m.. Pacific Time, and at any adjournment thereof (the "Annual Meeting"), for the purposes set forth in the Notice of Annual Meeting of Shareholders. This Proxy Statement is first being sent to shareholders on or about December 23, 2024.

The proxy solicited hereby, if properly executed and returned and not revoked prior to its use, will be voted in accordance with the instructions provided. If no instructions are specified, the proxy will be voted as follows:

(1)FOR each of the five (5) persons nominated to be directors;

(2)FOR adoption of the WaFd, Inc. 2025 Stock Incentive Plan;

(3)FOR the approval, on an advisory basis, of the compensation of the Company's Named Executive Officers;

(4)FOR the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal 2025;

(5)upon the transaction of such other business as may properly come before the Annual Meeting, in accordance with the best judgment of the persons appointed as proxies.

Other than the matters listed on the attached Notice of Annual Meeting of Shareholders, the Board knows of no additional matters that will be presented for consideration at the Annual Meeting.

Any shareholder giving a proxy has the power to revoke it at any time before it is exercised by: (i) filing written notice with the Secretary of the Company (Secretary, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101); (ii) submitting a duly executed proxy bearing a later date; or (iii) attending the live virtual Annual Meeting and casting your vote at the virtual Annual Meeting in the manner described below (although attendance at the live virtual Annual Meeting will not in and of itself constitute a revocation of a proxy). Proxies solicited hereby may be exercised only at the live virtual Annual Meeting and any adjournment thereof and will not be used for any other meeting.

The Company's fiscal year end is September 30. All references to 2024 and 2023 represent information and amounts as of September 30, 2024 and September 30, 2023, or activity for the fiscal years then ended, respectively.

References in this proxy statement to:

•“WaFd,” “we,” “us,” “our,” or the “Company” refer to WaFd, Inc.;

•“Bank” refers to Washington Federal Bank dba WaFd Bank, a wholly owned subsidiary of the Company;

•“Board” refers to the Board of Directors of WaFd; and

•“Annual Meeting” refers to our 2025 Annual Meeting of Shareholders.

Information on our website and any other websites referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Securities

Only shareholders of record at the close of business on December 9, 2024 (the "Voting Record Date") will be entitled to vote at the Annual Meeting. On the Voting Record Date, 81,369,792 shares of Common Stock were issued and outstanding. Each share of Common Stock is entitled to one vote at the Annual Meeting on matters other than the election of directors, for which cumulative voting is permitted, as discussed below under “Proposal 1: Election of Director Nominees.” A majority of the votes entitled to be cast by shareholders represented in person or by proxy is necessary to constitute a quorum.

A list of shareholders entitled to vote at the Annual Meeting will be open to examination by any shareholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of ten days ending on the day before the Annual Meeting at our principal executive offices located at 425 Pike Street, Seattle WA 98101. If you would like to view the shareholder list, please contact Investor Relations in advance at info@wafd.com. The shareholder list will be available during the Annual Meeting at www.virtualshareholdermeeting.com/WAFD2025.

Vote Required

The election of the Company's directors requires a plurality of the votes represented in person or by proxy at the Annual Meeting.

The affirmative vote of the holders of a majority of the total votes cast in person or by proxy at the Annual Meeting is required to (i) approve the Company's 2025 Stock Incentive Plan, (ii) approve the non-binding resolutions regarding the compensation of the Company's Named Executive Officers, (iii) ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal 2025, and (iv) approve any other business that properly may come before the Annual Meeting.

Because the vote to approve the resolution on Named Executive Officer compensation is non-binding, it will not be binding on the Board. However, the Company will consider the outcome of the votes when determining future executive compensation and the frequency of votes on executive compensation.

Majority Vote Standard

The Company’s Board of Directors has adopted a majority vote policy which provides that, in an uncontested election, if an incumbent Director nominee fails to receive a greater number of votes cast “for” the director’s election than “withheld” for such election, the director is required to immediately tender their resignation from the Board to the Company. Upon receipt of the director’s resignation, the Nominating and Governance Committee will make a recommendation to the Board about whether to accept or reject the resignation. The Board will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results were certified.

Effect of Abstentions and Broker Non-Votes

Shareholders who abstain from voting on any or all proposals and broker non-votes will be included in the number of shareholders present at the Annual Meeting for the purpose of determining the presence of a quorum. Abstentions will not be counted either in favor of or against the election of the nominees or any other proposal. Consequently, abstentions will have no effect on the votes required to approve the nominees for director or the other proposals being considered at the Annual Meeting.

Banks, brokers or other nominees who hold shares of our common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner of the shares at least ten days prior to the Annual Meeting. A broker non-vote occurs when a bank, broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting.

If you are a beneficial owner and you do not provide voting instructions to the bank, broker or other nominee that holds your shares, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Banks, brokers and other nominees have the discretion to vote on routine matters, such as the ratification of the selection of our independent registered public accounting firm (Proposal 4), but do not have discretion to vote on non-routine matters such as the election of five directors (Proposal 1), approval of the Company's 2025 Stock Incentive Plan (Proposal 2), or the non-binding advisory proposal on executive compensation (Proposal 3). A broker non-vote will not affect the outcome

of the vote on Proposals 1, 2 or 3. Therefore, if you do not provide voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may only vote any other routine matters properly presented for a vote at the Annual Meeting.

Board's Voting Recommendations

The Board recommends the following votes for each of the Proposals:


	Proposal	Board Recommendation
1	Election of five directors	FOR each nominee
2	Approval of the WaFd, Inc. 2025 Stock Incentive Plan	FOR
3	Approval, on an advisory basis, of the compensation of the Company's Named Executive Officers	FOR
4	Ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accountants for fiscal 2025	FOR

PROXY VOTING

Voting at the Annual Meeting, via the Internet, by Telephone or Mail

Record holders of shares of Company common stock may vote online at the Annual Meeting, via the Internet, by telephone or, for those shareholders who receive a paper proxy card in the mail, by mailing a completed proxy card. For those record shareholders who receive a paper proxy card, instructions for voting via the Internet, telephone or by mail are set forth on the proxy card. Shareholders electing to vote by mail should sign and mail the proxy card in the addressed, postage paid envelope that was enclosed with the proxy materials, and your shares will be voted at the Annual Meeting in the manner you direct.

Shareholders whose shares are not registered in their own name are beneficial holders of shares held in street name. Such shares may be held in an account at a bank or at a brokerage firm (your record holder). As the beneficial holder, you have the right to direct your record holder on how to vote your shares, and you will receive instructions from your record holder that must be followed in order for your record holder to vote your shares per your instructions. Many banks and brokerage firms have a process for their beneficial holders to provide instructions via the Internet or by telephone. Shares held beneficially in street name may be voted by you at the virtual Annual Meeting as long as you have the 16-digit control number from your record holder so your right to vote such shares can be authenticated at the Annual Meeting. If you are the beneficial owner of shares held through a broker, or other nominee, please follow the instructions provided by your broker, trustee or nominee.

For those shareholders who receive a Notice of Internet Availability of Proxy Materials, the Notice of Internet Availability of Proxy Materials provides information on how to access your proxy on the Internet, which contains instructions on how to vote via the Internet or by telephone. If you received a Notice of Internet Availability, you can request a printed copy of your proxy materials by following the instructions contained in the notice.

How to Vote

At the Virtual Meeting. Shares held in your name as the shareholder of record may be voted by you online at the Annual Meeting at www.virtualshareholdermeeting.com/WAFD2025 using your 16-digit control number. If you hold shares through a broker, or other nominee, you will need your legal proxy available when you access the virtual meeting web page. If you experience any technical difficulties during the check-in process or during the meeting, please call (800) 586-1548 (U.S.) or (303) 562-9288 (International) for assistance.

By Mail. Shareholders who ask for and receive a paper proxy card may vote by mail and should complete, sign and date their proxy card and mail it in the pre-addressed envelope that will accompany the delivery of the paper proxy card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted.

By Internet before the meeting. For shares registered in your name as shareholder of record, you may go to http://www.proxyvote.com to transmit a proxy to vote your shares online by means of the Internet. You will be required to provide our number and the control number, both of which are contained on the Notice of Internet Availability of Proxy Materials or the proxy card, as applicable. You will then be asked to complete an electronic proxy card. The votes represented by such proxy will be generated on the computer screen, and you will be prompted to submit or revise them as desired. You must submit your vote online by 11:59 pm EST on February 10, 2025.

By Telephone. You may grant a proxy to vote your shares by telephone. The telephone voting procedures are designed to authenticate your identity, to allow you to grant a proxy to vote your shares, and to confirm that your instructions have been recorded properly. To vote by telephone, call 1-800-690-6903 by 11:59 pm EST on February 10, 2025. Please see the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card, as applicable.

For shares registered in the name of a broker or bank. Most beneficial owners, whose stock is held in “street name,” will receive instructions for granting proxies from their banks, brokers or other agents, rather than a proxy card. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and as the beneficial owner, you have the right to direct your broker on how to vote.

A number of brokers and banks are participating in a program provided through Broadridge Financial Solutions Inc. that offers the means to grant proxies to vote shares over the telephone and Internet. If your shares are held in an account with a

broker or bank participating in the Broadridge program, you may grant a proxy to vote those shares by calling the telephone number or visiting the website shown on the instruction form received from your broker or bank.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to any person or entity known by the Company to be the beneficial owner of 5% or more of the issued and outstanding Common Stock on December 9, 2024.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage Ownership (2)
Blackrock, Inc.	10,810,409	(1)	13.29	%
400 Howard Street San Francisco, California, 94105
Vanguard Group, Inc.	9,253,073	(1)	11.37	%
100 Vanguard Boulevard Valley Forge, Pennsylvania, 19482
Dimensional Fund Advisors LP	5,560,823	(1)	6.83	%
6300 Bee Cave Road Austin, Texas, 78746

1.As disclosed on Forms 13F filed with the SEC for the quarter ended September 30, 2024.

2.Based on the 81,369,792 shares of Common Stock issued and outstanding on December 9, 2024.

The following table sets forth information as of December 9, 2024 regarding the beneficial ownership by shares of Common Stock by each of the (i) directors, (ii) executive officers named in the Summary Compensation Table and (iii) all directors and executive officers as a group.


Name	Title	# of Shares (1)		Percentage Ownership
R. Shawn Bice	Director	6,115		0.01
Linda S. Brower	Director	72,047		0.09
Stephen M. Graham	Chairman of the Board	15,230		0.02
David K. Grant	Director	60,663		0.07
Sylvia R. Hampel	Director	10,131		0.01
Bradley M. Shuster	Director	18,462		0.02
S. Steven Singh	Director	16,293		0.02
Sean B. Singleton	Director	8,004		0.01
Randall H. Talbot	Director	59,913		0.07
M. Max Yzaguirre	Director	3,247		—
Brent J. Beardall	Vice Chairman, President and Chief Executive Officer	347,522	(2)	0.42
Kelli J. Holz	Executive Vice President and Chief Financial Officer	104,311	(3)	0.13
Cathy E. Cooper	Executive Vice President and Chief Consumer Banker	101,668	(4)	0.12
James A. Endrizzi	Executive Vice President and Chief Commercial Banker	134,405	(5)	0.16
Ryan M. Mauer	Executive Vice President and Chief Credit Officer	117,759	(6)	0.14
Kim E. Robison	Executive Vice President and Chief Operating Officer	128,283	(7)	0.16
All Directors, Executives and Named Executive Officers as a group (16 persons)		1,204,053	(8)	1.46	%

1.Except as indicated in the footnotes to this table, each shareholder named in the table above has sole voting and investment power for the shares shown as beneficially owned by them. This information is based on information furnished by the respective directors and executive officers. The percentage of outstanding shares of Common Stock is based on the 81,369,792 shares of Common Stock issued and outstanding and 1,259,046 stock options outstanding on December 9, 2024.

The number of shares does not include any preferred stock shares owned. As of December 9, 2024, Director Grant owned 20,000 and Mr. Endrizzi owned 748 non-voting depositary shares, representing a 1/40th interest in a share of WaFd, Inc.'s 4.875% Fixed Rate Series A Non-Cumulative Preferred Stock.

2.Mr. Beardall's ownership includes 151,360 shares of unvested restricted and performance-based Common Stock and 120,518 common stock units ("Company Stock Units") held in the Company's Supplemental Executive Retirement Plan ("SERP"), each Company Stock Unit representing one share of WaFd, Inc. Common Stock, which will be settled in shares of WaFd Common Stock upon the executive's separation from service. See the description of the SERP below under "Executive Compensation - Retirement Plans".

3.Ms. Holz's ownership includes 37,767 shares of unvested restricted and performance-based Common Stock and 50,216 Company Stock Units held in the Company's SERP.

4.Ms. Cooper's ownership includes 37,839 shares of unvested restricted and performance-based Common Stock, 35,151 Company Stock Units in the Company's SERP, and 10,209 shares of Common Stock held in the Retirement Plan.

5.Mr. Endrizzi's ownership includes 37,839 shares of unvested restricted and performance-based Common Stock, 70,302 Company Stock Units in the Company's SERP, and 224 shares of Common Stock held in the Retirement Plan.

6.Mr. Mauer's ownership includes 37,839 shares of unvested restricted and performance-based Common Stock and 60,259 Company Stock Units in the Company's SERP.

7.Ms. Robison's ownership includes 37,839 shares of unvested restricted and performance-based Common Stock and 55,237 Company Stock Units in the Company's SERP.

8.This includes an aggregate of 391,683 Company Stock Units held in the Company's SERP, and 10,433 shares held in the Retirement Plan for the benefit of executive officers of the Company's wholly-owned subsidiary, Washington Federal Bank, dba WaFd Bank (the "Bank"). The trustees of the Retirement Plan are Lisa King - Chair, Jude Griego, Kristoffer Anderson and Rika Laing, who are all employees of the Bank.

Insider Stock Ownership Guidelines

Each Director is expected to own Common Stock in the amount equivalent to three times the annual amount of director fees received during the fiscal year. Director fees are defined to include all cash received for director and committee meetings attended and all retainer fees received. All common stock over which the Director has voting rights count toward the ownership guideline. The expectation is that the ownership levels will be reached within 5 years of appointment to the Board.

The Chief Executive Officer is expected to own Common Stock in the amount equivalent to five times his annual base salary. The base salary does not include the value of any retirement contributions, insurance payments, cash bonus payments, or stock options or stock awards. All common stock over which the Chief Executive Officer has voting rights, as well as unvested restricted stock and performance awards, count toward the ownership guideline. The expectation is that this ownership level will be reached within 5 years of appointment.

Other Named Executive Officers ("NEOs"), excluding the Chief Executive Officer, are expected to own Common Stock in the amount equivalent to two times their annual base salary. The base salary does not include the value of any retirement contributions, insurance payments, cash bonus, stock options or stock awards. All shares over which the NEO has voting rights, including unvested restricted stock, count toward the ownership guideline. The expectation is that this ownership level will be reached within 5 years of appointment.

All Directors and NEOs are in compliance with the aforementioned ownership guidelines as of the record date, taking into consideration the five-year compliance deadline.

Insider Trading Arrangements and Policies

Our Board of Directors has adopted the WaFd, Inc. Trading Policy to govern the purchase, sale, and/or other dispositions of our securities by our officers, directors and employees of WaFd, Inc. and its subsidiaries, including the Bank. The policy also applies to other persons that we have designated, such as contractors or consultants who have access to material nonpublic information. We believe our Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards.

Prohibition on Hedging and Pledging

Our Trading Policy additionally provides that our Directors and NEOs may not trade in options, warrants, puts, calls or similar instruments or derivatives with respect to Company stock or sell Company stock "short" or hold Company stock in margin accounts or pledge Company stock as collateral for a loan.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such executive officers, directors and stockholders also are required by SEC rules to furnish us with copies of all Section 16(a) forms that they file.

To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during fiscal 2024, we believe that for fiscal 2024, all required reports were filed on a timely basis under Section 16(a).

PROPOSAL 1: ELECTION OF DIRECTORS

General

The Restated Articles of Incorporation of the Company provide that the Board shall be divided into three classes as nearly equal in number as possible, and that the members of each class shall be elected for terms of three years and until their successors are elected and qualified, with one of the three classes of directors to be elected each year. Under our current Amended and Restated Bylaws, the board consists of between five and fifteen directors, and the number of directors currently authorized by the Board is twelve.

Pursuant to the Company's Restated Articles of Incorporation, as amended, each shareholder entitled to vote has cumulative voting rights in the election of directors. Cumulative voting allows a shareholder to multiply the number of shares owned by him or her by the number of directors to be elected (five), and to cast an equal number of votes for each of the five nominees to the Board, or give one nominee all their votes, or distribute their votes on the same principle among any number of nominees.

The Board, upon the recommendation of the Nominating and Governance Committee, has nominated current directors R. Shawn Bice, Linda S. Brower, and Sean B. Singleton for reelection. Additionally, they are recommending the election of Bradley M. Shuster and M. Max Yzaguirre, former Luther Burbank Corporation ("LBC") directors who were appointed to their directorships as a result of the acquisition of LBC that occurred in 2024. At the Annual Meeting, shareholders will be asked to elect directors Bice, Brower and Singleton for a three-year term expiring in 2028, or until their respective successors are elected and qualified. Shareholders will be asked to elect directors Shuster and Yzaguirre, who were appointed in connection with the closing of the merger with Luther Burbank Corporation, for a one-year term expiring in 2026, or until their respective successors are elected and qualified, in order to balance the classes for succession planning purposes.

There are no arrangements or understandings between the persons named and any other person concerning selection as a nominee for election as a director at the Annual Meeting, and no director or nominee for director is related to any other director or executive officer of WaFd, Inc. by blood, marriage or adoption.

If any person named as nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by the Board of the Company. Alternatively, under such circumstances, the Board may reduce the number of directors of the Company. The Company knows of no reason why any of the nominees may not be able to serve as director if elected.

Information with Respect to Nominees for Director and Continuing Directors

The following sets forth information relating to continuing directors of the Company and our director nominees, including their positions with WaFd, Inc. and their principal occupation during the past five years.

Director Nominees for a three-year term expiring in 2028

Director Nominees for a one-year term expiring in 2026

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE “FOR” THE DIRECTOR NOMINEES LISTED ABOVE.

Continuing Directors

Executive Officers

The following table sets forth information concerning the executive officers of the Company as of September 30, 2024 (excluding the President and CEO Brent J. Beardall, whose information is included above under Directors), including their positions with WaFd, Inc. and their principal occupation during the past five years. Executive officers of the Company are elected by the Board on an annual basis and serve until their successors have been duly elected and qualified.

CORPORATE GOVERNANCE

The Board of Directors and Its Committees

The Board held a total of five meetings during the last fiscal year. No incumbent director attended fewer than 75% of the Board meetings and Board committee meetings (for committees on which he or she served) held during his or her tenure in office during the last fiscal year. Although the Company does not have a formal policy regarding attendance by directors at annual meetings of shareholders, directors are expected to attend such meetings. All directors who were on the Board at the time of the 2024 Annual Meeting were present at the meeting.

The Board has established various committees, including an Executive Committee, an Audit Committee, a Nominating and Governance Committee, a Risk Management Committee, a Compensation Committee and Technology Committee. A copy of each of the Committee's Charters is available on the Company's website at www.wafdbank.com.

The Board has affirmatively determined that, other than our CEO Brent Beardall, all of the Company's directors are independent pursuant to the listing requirements of the Nasdaq Stock Market LLC ("NASDAQ"). The independent directors hold an executive session at least one time each fiscal year. The Board also has affirmatively determined that each member of the Audit Committee, Compensation Committee, Nominating and Governance Committee, Risk Management Committee and Technology Committee of the Board is independent within the meaning of applicable laws and regulations and the listing requirements of NASDAQ.

Executive Committee. The Board selects certain members to serve on its Executive Committee. The present Executive Committee consists of Messrs. Graham - Chair, Beardall, and Talbot and Ms. Brower. The Executive Committee is authorized to exercise all the authority of the Board in the management of the Company between board meetings unless otherwise provided by the Amended and Restated Bylaws. The Executive Committee did not meet during the past fiscal year.

Audit Committee. The Audit Committee during fiscal year 2024 consisted of Messrs. Grant - Chair, Singleton, Yzaguirre, Mses. Brower and Hampel. The Board also has affirmatively determined that Messrs. Grant, Yzaguirre and Singleton are audit committee financial experts as defined by the SEC. The Audit Committee's primary responsibilities include review of all financial information included in our quarterly and annual reports, review and oversight of the internal audit function, engagement of and review of the independent auditors, pre-approval of all services performed by the independent registered public accountants, review of all related party transactions and compliance with laws and regulations. The Audit Committee met on four occasions during the past fiscal year.

Compensation Committee. The Compensation Committee during fiscal year 2024 consisted of Mses. Brower - Chair, Hampel and Messrs. Grant and Yzaguirre. No member of the Compensation Committee has served as an officer or an employee of WaFd, Inc. or its subsidiaries within the past five years. The Compensation Committee is responsible for overseeing the Company’s executive compensation programs, recommending the creation, termination or amendment of employee benefit programs to the Board, monitoring the administration of employee benefit programs on behalf of the Board, and annually reviewing and recommend to the Board the individual elements of total compensation for the CEO and other designated executive officers. The Compensation Committee met two times during the past fiscal year.

Risk Management Committee. The Risk Management Committee during fiscal year 2024 consisted of Messrs. Talbot - Chair, Bice, Grant, Singleton and Shuster. The Risk Management Committee is responsible for providing ongoing review, guidance and oversight of the Company's loan review and enterprise risk management functions, including recommending risk tolerance limits to the Board. The Risk Management Committee, together with our Technology Committee are also responsible for overseeing the Company's approach to managing cybersecurity risks. The Risk Management Committee met four times during the past fiscal year.

Nominating and Governance Committee. The Nominating and Governance Committee during fiscal year 2024 consisted of Messrs. Talbot - Chair, Graham, and Shuster and Ms. Hampel. The Nominating and Governance Committee is responsible for establishing and overseeing the general responsibilities and functions of the Board, to assist the Board in identifying and qualifying individuals to serve as directors and to approve candidates to be recommended for nomination to the board and establishing succession planning for the Board and senior management. The Nominating and Governance Committee met two times during the past fiscal year.

Technology Committee. The Technology Committee consists of Messrs. Singh - Chair, Talbot, Bice and Singleton. The primary responsibility of the Technology Committee is to provide ongoing review, guidance and oversight of the Company's technology in its business activities and operations, including overseeing, with the Risk Management Committee, the Company's approach to cybersecurity risks. The Technology Committee met four times during the past fiscal year.

Board Leadership Structure and the Board's Role in Risk Oversight

The leadership structure of the Board currently consists of an independent Chairman of the Board, Mr. Stephen Graham. Mr. Beardall serves as the Vice Chairman of the Board and supports the Chairman with duties as assigned.

The Company's Board endorses the view that one of its primary functions is to protect shareholders' interests by providing effective oversight of management, including the Chief Executive Officer. With the increasing amount of responsibility placed on our Board of Directors, the Company determined it would be beneficial to have a separate chairman whose sole job was leading the Board. Accordingly, in 2017 the Board separated the positions of Chairman of the Board and the Chief Executive Officer. The Board Chair's role includes supervising the carrying out of the policies adopted or approved by the Board and guiding the Company's strategic direction. However, the Board does not believe that mandating a particular structure is necessary to achieve effective oversight, and the Board retains the authority to modify this structure when and if appropriate in the best interest of our shareholders.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including credit risk, interest rate risk, liquidity risk, operations risk, regulatory risk, strategic risk and reputational risk. The Board is responsible for establishing the Company's risk appetite and setting appropriate risk policies and the the Risk Management Committee assist the Board in fulfilling this important role. Management is responsible for managing the Company's risks on a day-to-day basis.

The Risk Management Committee is responsible for providing ongoing review, guidance and oversight of the Company's enterprise risk management function. The Risk Management Committee oversees management’s efforts to identify, analyze, measure, mitigate, track, prioritize and monitor risks. The Company's Chief Risk Officer (“CRO”) chairs the Enterprise Risk Management Committee, a management-level committee that is responsible for executing the risk management framework adopted by the Board. The CRO reports directly to the Risk Management Committee. 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 Risk Management Company 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 Risk Management Committee.

In addition, the Manager of the Company's Internal Audit Department reports directly to, and meets regularly with, the Audit Committee. The Loan Review Department reports directly to, and meets regularly with, the Risk Management Committee. Executive Management attends all board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. Executive Management and the Board work together to provide strong oversight of the Company's management and affairs through its standing committees, Board meetings and Independent director meetings.

Selection of Nominees for the Board

The Nominating and Governance Committee considers candidates for director suggested by its members, other directors of the Company, as well as management and shareholders. The Nominating and Governance Committee may also solicit prospective nominees. In addition, nominees for election as director may be obtained in connection with acquisitions by the Company. A shareholder who desires to recommend a prospective nominee for the Board should notify the Company's Corporate Secretary or any member of the Nominating and Governance Committee in writing with whatever supporting material the shareholder considers appropriate. The Nominating and Governance Committee also considers whether to nominate any person recommended pursuant to the provision of the Company's Amended and Restated Bylaws relating to shareholder nominations, which is described under “Shareholder Nominations” below. The Nominating and Governance Committee has the authority to retain a third-party search firm to help identify and evaluate potential nominees.

Director Qualifications

The Company's directors bring a wealth of skills and experience from both previous board service and professional and executive positions held, as follows:

Director

Banking & Financial Services

Accounting & Finance

Cybersecurity

Legal / Regulatory

Risk Management

Executive Leadership

Human Capital

R. Shawn Bice

Linda S. Brower

Stephen M. Graham

David K. Grant

Sylvia R. Hampel

S. Steven Singh

Brad M. Shuster

Sean B. Singleton

Randall H. Talbot

M. Max Yzaguirre

Brent J. Beardall

In making recommendations for nominees to the Board, the Nominating and Governance Committee reviews and considers the qualifications, strengths and abilities of the potential candidate for nomination. In deciding whether to recommend the re-nomination of an incumbent director whose term is expiring at an upcoming meeting or the nomination of new directors who may have previously served as officers of WaFd, Inc., the Nominating and Governance Committee considers their prior performance as directors of the Company in addition to the candidates' other qualifications. For new candidates, the review process may require additional evaluation and consideration.

The Nominating and Governance Committee works with the Board to identify the particular qualities and abilities that WaFd, Inc. seeks in its directors generally, and the mix of experience, expertise and attributes that are sought or required for the Board as a whole. Desirable personal qualities include integrity, business acumen and industry knowledge. Accordingly, the Board in selecting nominees will consider criteria such as financial, regulatory, technology and business experience; familiarity with, and participation in local communities served by the Company; integrity, honesty and reputation; dedication to the Company and its shareholders; and any other factors the Board deems relevant, including age, diversity, size of the Board and regulatory disclosure obligations. All candidates for nomination are evaluated against these target qualities and attributes, as well as the Board's particular needs at the time.

Environmental, Social and Governance ("ESG") Matters

The Company's social and environmental responsibilities arise from the impact of its activities on the people we serve and the communities in which we operate. The Board is committed to overseeing the Company's corporate responsibility strategy, and providing oversight of the Corporate Social & Environmental Responsibility Policy. This can be found on our website at www.wafdbank.com/about-us/investor-relations/corporate-governance.

Throughout the Company's history, we have focused on giving back to the communities we serve through volunteerism and charitable contributions with a focus on financial literacy, housing and community development and social services for seniors, youth and low-income families. Key data and metrics regarding these matters can be found within our annual Corporate Responsibility -- Environmental, Social, and Governance Report which can be found at www.wafdbank.com/about-us/investor-relations/csr.

Board Diversity Discussion and Analysis

The Board believes a Board that is comprised of Directors with diverse skills and experiences relevant to the Company’s industry will result in efficient and competent oversight of our organization. When considering potential Director candidates for the Board, the Nominating and Governance Committee retains flexibility to consider such factors as it deems appropriate under the given set of circumstances, including the individual’s experience in areas relevant to the Company’s industry, the general business or other experience of the candidate, the needs of the Company for an additional or replacement Director, the personality of the candidate as well as numerous other subjective criteria. Although the Board does not have a formal policy with respect to Board diversity, it considers the diversity of its Directors when selecting new Director candidates and it strives to constitute the Board with Directors who will provide the Company with a variety of perspectives, cultural sensitivity, life experiences, skills, expertise, and sound business understanding and judgment derived from a broad range of business, financial, technology, professional and governmental experiences. Understanding the value of gender and ethnic diversity, the Board will consider qualified women and individuals from minority groups to include in the group of Director candidates. Historically, Board policy indicated a Director is not eligible to be nominated for election to the Board following the date that he or she turns 72 years of age. Although this policy promotes refreshment of the Board, providing more vacancies and therefore more opportunities to add diversity to the Board, the Board revised the policy to provide that nominations can be made for re-election of a director who has reached the age of 72 if such re-nomination is in the best interests of the Company and its shareholders. The Board believes evaluating and selecting Director candidates based on the aforementioned criteria will enhance the quality of the Board’s deliberations and decisions, help the Company achieve its business objectives and increase shareholder value.

Board Matrix. The matrix below summarizes the diversity, tenure, and other attributes that our director and director nominees bring to our Board of Directors. To see our Board Diversity Matrix as of September 30, 2023, please see our proxy statement filed with the SEC on December 20, 2023.


Board Diversity Matrix
Total Number of Directors: 11
Part I: Gender Identity	Female	Male	Not Disclosed
Directors	2	9	—
Part II: Demographic Background
African American or Black	—	2	—
Hispanic or Latinx	1	1	—
Asian	—	1	—
White	1	4	—
Two or More Ethnicities	—	1	—

Director Retirement

As discussed above, the Board has adopted a director retirement policy that provides that no person will be nominated by the board of directors to serve as a director following the date he or she turns 72 years of age unless the Nominating and Governance Committee believes continued service is in the best interests of the Company and its shareholders.

Shareholder Nominations

Pursuant to Article IV, Section 4.15 of the Company's Second Amended and Restated Bylaws, shareholders may nominate persons for election to the Board by submitting such written nominations to the Secretary of the Company at least ninety (90) days prior to the anniversary date of the mailing of proxy materials by the Company in connection with the immediately preceding Annual Meeting of Shareholders of the Company. The Secretary of the Company will promptly forward all nominations to the Nominating and Governance Committee. Such shareholder's notice shall set forth: (a) the name and address of the shareholder making the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (e) the consent of each nominee to serve as a director, if elected. Once the Nominating and Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements set forth in the Company's Bylaws, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the Board. If a nomination is made in accordance with applicable requirements, then ballots will be provided for use by shareholders at the shareholder meeting bearing the name of such nominee or nominees. No nominations for election as a director at the upcoming Annual Meeting were submitted to the Company in accordance with the foregoing requirements.

Communications with the Board

The Board provides every shareholder the ability to communicate with the Board as a whole and with individual directors on the Board. Shareholders who wish to do so may send written communications to the following address: Board of Directors-Shareholder Communications, c/o Secretary, 425 Pike Street, Seattle, Washington 98101. The Secretary will forward such communication to the director or directors to whom they are addressed.

Code of Conduct and Ethics

The Company maintains a Code of Ethics and Business Conduct that covers all directors, officers and employees of WaFd and its subsidiaries. The Code of Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honesty and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the best interest of the Company and its subsidiaries. In addition, the Code of Ethics provides additional requirements for Senior Financial Officers that imposes specific standards of conduct on persons with financial reporting responsibilities at the Company. Each senior financial officer of the Company, including its Chief Executive Officer and Chief Financial Officer, is required to annually certify in writing his or her compliance during the prior year with the Code of Ethics. A copy of the Employee Code of Ethics and Business Conduct can be viewed on WaFd's website at www.wafdbank.com/about-us/investor-relations/corporate-governance. A waiver of such codes for an executive officer or director may be made only by the Board and must be promptly disclosed as required by SEC or NASDAQ rules. The Company will disclose any such waivers, as well as any amendments to the code on its website. No such waivers were requested or granted during 2024.

Compensation Committee Interlocks And Insider Participation

No member of the Compensation Committee was an employee or former employee of the Company or any of its subsidiaries except for Ms. Brower, who retired from the Company in 2016. During fiscal 2024, none of the Company's executive officers served as: (1) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity one of whose executive officers served on the Compensation Committee; (2) a director of another entity one of whose executive officers served on the Compensation Committee; or (3) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director on the Company's Board.

Related Person Transactions

In accordance with its written charter, the Audit Committee reviews, approves and ratifies any newly originated related person transaction. The term “related person transaction” refers to any transaction required to be disclosed in the Company's filings with the SEC pursuant to Item 404 of Regulation S-K. In considering any related person transaction, the Audit Committee considers the facts and circumstances regarding such transaction, including, among other things, the amounts involved, the relationship of the related person (including those persons identified in the instructions to Item 404(a) of Regulation S-K) with the Company and the terms that would be available in a similar transaction with an unaffiliated third-party. The Audit Committee also considers its fiduciary duties, obligations under applicable securities law, including disclosure obligations and director independence rules, and other applicable law in evaluating any related person transaction. The Audit Committee reports its determination regarding any related person transaction to the Company's Board. All new related person transactions are approved by a majority of the disinterested members of the Board and reported to the Audit Committee.

The Company's wholly-owned subsidiary, Washington Federal Bank, dba WaFd Bank (the "Bank") will from time to time make loans to directors, executive officers and employees at prevailing market interest rates. Such loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Bank or the Company and that do not involve more than the normal risk of collectability or present other unfavorable features. As of September 30, 2024, there are fifteen loans outstanding to, or guaranteed by, members of the Board of Directors. The loans were made at market terms to the directors or their affiliates. The loans are performing in accordance with their contractual terms.

The Company is also subject to Regulation O of the Board of Governors of the Federal Reserve System, 12 C.F.R. § 215, which governs extensions of credit by the Company to its executive officers and directors, and has in place a Regulation O policy to ensure any extension of credit to an executive officer or director is in compliance with the requirements of Regulation O. The policy requires that all extensions of credit to executive officers or directors be approved by a majority of the disinterested members of the Board of the Company prior to origination.

The Company regularly monitors its business dealings and those of its directors and executive officers to determine whether any existing or proposed transactions would require proxy disclosure under Item 404(a) of Regulation S-K. In addition, our Code of Ethics requires the directors and executive officers to notify the Company of any relationships or transactions that may present a conflict of interest, including those involving family members. If a transaction is identified, the Company determines if the transaction should be permitted and the disclosure required.

Steve Singh, a director of the Company, is a Managing Director of Madrona Venture Group ("Madrona") and may be considered to be in control of Madrona Venture Group and its related subsidiaries. In November 2022, the Company entered into an agreement with certain subsidiaries of Madrona Venture Group to form a technology company called Archway Software, Inc. ("Archway"). Archway develops and sells technology and software products and services for financial institutions, including the Bank. As part of the formation of Archway, the Company contributed its ownership interests in the Bank’s technology subsidiary, Pike Street Labs, LLC, including its related intellectual property, and committed to make an $8 million investment in Archway, in return for shares of Archway equity. In November 2024, the Company made an additional f $3 million investment in Archway, which may be increased by an addition $2 million upon certain conditions,into Archway in return for shares of Archway equity. After this transaction, the Company owns approximately 28% of Archway on a fully diluted basis, and the subsidiaries of Madrona Venture Group collectively own approximately 25% of Archway. The remaining ownership percentages are vested with another investor, Archway employees, and held in a reserve option pool. Prior to consummating the November investment in Archway, the Audit Committee and disinterested members of the Company’s Board unanimously approved the transaction.

In September 2024, Archway entered into a transaction to acquire Stratify Technologies, Inc. ("Stratify") a Delaware corporation in the business of financial planning and analysis software. Steve Singh, a director, sits on the board of Stratify, and Madrona has an ownership interest in Stratify and both were involved in the negotiation of the transaction. As a shareholder in Archway, the Company was asked to approve this acquisition and could be deemed to benefit from this transaction. The Company believes that the terms of this Archway transaction are comparable to terms that would have been reached by unrelated parties in an arms-length transaction.

REPORT OF THE AUDIT COMMITTEE

The following “Report of the Audit Committee” shall not be deemed incorporated by reference by any general statement incorporating this Proxy Statement into any filing under the Securities Act of 1933 (the "Securities Act") or under the Exchange Act of 1934 (the "Exchange Act"), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

The Audit Committee performs a critical role in the Company's financial reporting system by overseeing and monitoring management's and the independent auditor's participation in the financial reporting process. The Audit Committee is governed by a charter adopted by the Board. A copy of the Audit Committee's charter is available on the Company's website at www.wafdbank.com/about-us/investor-relations/corporate-governance.

The Audit Committee is comprised solely of independent directors as defined by NASDAQ listing standards and Rule 10A-3 of the Securities and Exchange Act of 1934. Chairman Grant and Committee members Singleton and Yzaguirre have sufficient knowledge in financial and auditing matters to understand the Company's financial reports to serve on the Audit Committee and have been designated by the Board as “Audit Committee Financial Experts” in compliance with the criteria established by the SEC.

During the fiscal year ended September 30, 2024, the Audit Committee carried out the duties and responsibilities as outlined in its charter, including the following:

•Reviewed and discussed with management and the independent auditors the Company's audited financial statements for the fiscal year ended September 30, 2024 prior to the filing of such report with the SEC;

•Discussed with the independent registered public accountant the matters required to be discussed in accordance with the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and

•Reviewed and received the written disclosures and the letter from the independent registered public accountant as required by the applicable requirements of the PCAOB regarding the independent accountant's communication with the audit committee concerning independence and discussed with the independent registered public accountants their independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in WaFd's Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

The Audit Committee also has selected Deloitte & Touche, LLP as the independent registered public accounting firm for fiscal year 2025 as more fully described in this Proxy Statement under the caption “Proposal 4: Ratification of appointment of independent auditors.”

AUDIT COMMITTEE

David K. Grant, Chairman

Linda S. Brower

Sylvia R. Hampel

Sean B. Singleton

M. Max Yzaguirre

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The Board appoints annually the Compensation Committee, which is responsible for establishing and overseeing the Company's executive compensation programs, including the following:

•Annually reviewing and recommending to the Board executive compensation, including the compensation of the CEO and other Named Executive Officers, including base salaries, incentive awards and equity-based awards;

•Overseeing and administering the Company's short-term incentive compensation plans;

•Overseeing and administering the Company's long-term, equity-based compensation plans;

•Overseeing the Company's 401(k) and other benefit plans;

This discussion in this Compensation Discussion and Analysis (“CD&A”) focuses on our CEO, CFO and the three most highly compensated executive officers (other than our CEO and CFO) for the past fiscal year. These officers are collectively referred to herein as our Named Executive Officers, or "NEOs."

For fiscal year 2024, our NEOs were as follows:

•Brent J. Beardall, President and Chief Executive Officer

•Kelli J. Holz, Executive Vice President and Chief Financial Officer

•James A. Endrizzi, Executive Vice President and Chief Commercial Banker

•Ryan M. Mauer, Executive Vice President and Chief Credit Officer; and

•Kim E. Robison, Executive Vice President and Chief Operating Officer

On behalf of the Board, the Compensation Committee seeks to assure that compensation paid to the NEOs, including the CEO, is fair, reasonable and competitive, and is linked to protecting and increasing shareholder value.

Executive Compensation Philosophy

The Board and its Compensation Committee believe the intent of executive compensation and the Company's benefit programs is to both encourage and reward behaviors that ultimately contribute to the achievement of the Company's strategic goals and produce maximum value to its shareholders over the long term. The following core principles are used to guide decisions regarding these programs:

•Executive compensation must be competitive with relevant markets where the Company competes for employees, to ensure that the Company is able to attract, retain and motivate top performing executive officers;

•The interests of executives should be aligned with those of the Company's shareholders;

•Incentives are to be provided to promote the achievement of operating goals as a step toward fulfilling long-term strategic objectives;

•Rewards should be linked to both company-wide performance and individual performance;

•Executive compensation should be perceived to be fair by parties with interests in the Company's success; and

•Programs must be designed to ensure that the Company is not exposed to excessive risks.

To achieve the objectives of the organization within the parameters of these core principles, the Board and its Compensation Committee have determined that the Company's executive compensation program should consist of the following elements:

•Base Salary - Base pay opportunities are competitive with other relevant organizations in the markets where the Company competes for employees. Individual pay determinations involve consideration of incumbent qualifications and performance.

•Short-Term Incentives - Executive management has a significant portion of competitive targeted annual cash compensation at risk. 65% is contingent upon meeting predefined profitability goals and 35% is determined at the discretion of the Board. This contingent portion is structured as a profit-sharing plan rather than a bonus plan tied to individual performance measures since the NEOs have broad responsibilities. This ensures that executives are rewarded with a short-term bonus when the Company's profitability goals are achieved.

•Long-Term Incentives - Executive management has a significant portion of its competitive total compensation opportunity linked to increases in shareholder value.

•Benefits - The Company assists executive management in meeting important needs such as retirement income, health care, survivor income, disability income, time-off and other needs through competitive, cost-effective, organization-sponsored programs that provide employees with reasonable flexibility in meeting their individual needs.

Decisions regarding the Company's executive compensation program, as well as individual pay decisions, are made in the context of the Company's principles and its ability to pay, as determined by its financial results.

Role of the Compensation Committee

The Compensation Committee is responsible for, among other things, developing executive compensation recommendations for approval by the Board. As part of its responsibilities, the Compensation Committee reviews and establishes compensation for all of the Company's executive officers and reviews these decisions with the Board as appropriate.

The Compensation Committee is comprised entirely of directors who meet the independence requirements as defined by applicable NASDAQ rules and are deemed “non-employee directors” under Rule 16b-3 of the Exchange Act, as amended.

A key objective of the Compensation Committee is to further the core compensation principles described above through a compensation structure comprised of base salary and long-term and short-term incentive-based compensation. Since the majority of total compensation is incentive based, a direct link is established between executive compensation and the long-term performance of WaFd.

In making its recommendations to the Board concerning executive compensation, the Compensation Committee reviewed relevant market data on the financial performance of both national and regional financial institutions, specifically banks, which the Company views as its peer group. Such data is used as a point of reference but is not the deciding factor in establishing appropriate compensation for executive officers of WaFd, due to the variety of circumstances, financial performance, geography and business plans of the peer group institutions.

The Compensation Committee has the authority to directly engage outside consultants to assist with any evaluation of executive compensation. The Committee retained Pearl Meyer as its outside independent compensation consultant during 2024. Newport Retirement Services was retained in 2022 to advise on and assist with the administration of the Deferred Compensation Plan and the SERP and continue to perform those functions.

Benchmarking

Peer group benchmarking is used as one data point by the Compensation Committee in making executive compensation decisions. To determine competitiveness in the Company's market, the Compensation Committee was provided with a detailed analysis of proxy statements from 20 peer group companies. The Company's peer group for the 2024 fiscal year analysis consisted of similarly sized financial institutions (the "Peer Group"), which were as follows:

Ameris Bancorp, Associated Banc-Corp, Atlantic Union Bankshares Corp., Bank of Hawaii Corporation, BankUnited, Inc., Cadence Bank, Cathay General Bancorp, Columbia Banking System, Inc., Eastern Bankshares, Inc., F.N.B. Corporation, Fulton Financial Corporation, First Hawaiian, Inc., First Interstate BancSystem, Inc., Glacier Bancorp, Inc., Heartland Financial USA, Inc., Home BancShares, Inc., Old National Bancorp, Pacific Premier Bancorp, Inc., PacWest Bancorp, Simmons First National Corporation, SouthState Corporation, United Bankshares, Inc., and United Community Banks, Inc.

Total Compensation

Total executive compensation is tied to performance and is structured to ensure focus on financial results, shareholder return, individual performance, and the responsibility and experience of executive officers.

In considering fiscal year 2024 the Compensation Committee concluded that the pay positioning and overall compensation levels of the Company’s NEOs were within competitive norms. At the Annual Meeting for fiscal year 2023, the advisory shareholder vote on executive compensation was 94.75% in favor. Based on these results, and the historical advisory shareholder votes on the compensation of NEOs, the Compensation Committee did not recommend any significant changes to the Company’s executive compensation philosophy for fiscal year 2024.

The Compensation Committee of the Board evaluates the individual performance of the NEOs based primarily on the specific contributions of each NEO to the accomplishment of the following qualitative and quantitative criteria. For the NEOs other than the CEO, the Compensation Committee relies upon the recommendations of the CEO based on his interactions with, and assessment of, performance of each executive. These positions include Chief Financial Officer ("CFO"), Chief Credit Officer ("CCO"), Chief Consumer Banker (“CConsB”), Chief Commercial Banker (“CCommB”) and Chief Operating Officer ("COO"):

CEO

CFO

CCO

CConsB

CCommB

COO

Asset and liability management

Asset generation

Asset quality

Client service & external relations

Compliance with laws and regulations

Deposit mix

Financial performance

Human capital development

Internal Controls

Investment portfolio

Leadership & internal communications

Strategic planning

The Compensation Committee chose these criteria to ensure integration and alignment of individual performance with the Company's performance. The criteria for the CEO are most closely linked to the Company's objectives since the Chief Executive Officer bears overall responsibility for the Company's success. Criteria for the other NEOs differ based on each officer's ability to contribute to the Company's performance.

The Company's compensation policies do not employ a specific formulaic approach for evaluating or adjusting individual NEO compensation. Job performance and compensation of the CEO is subjectively determined by the Compensation Committee taking into account the broad criteria set forth above. Job performance and compensation of the other NEOs is subjectively determined by the CEO and reviewed with the Compensation Committee taking into account the broad criteria set forth above.

In order to align executive compensation with shareholder interest, it is the philosophy of the Board that the majority of NEO potential compensation be incentive-based and at-risk. In 2024, 64% of the CEO’s total potential compensation was at-risk, while the total potential at-risk compensation was 54% for the other NEOs who served in their role for the full fiscal year 2024. Total compensation paid and earned by each NEO in fiscal 2024 was consistent with the Company's financial performance, the individual performance of each NEO, the responsibilities and experience of the NEO, market conditions, and shareholder returns.

Risk Assessment

The Board and the Compensation Committee believe that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The following features of the Company’s compensation program helps ensure that management performance is focused on long-term stockholder value creation, while minimizing exposure to unnecessary or excessive risk-taking:

•Base compensation is fixed at levels competitive with other relevant organizations in the markets where the Company competes for employees, is not subject to performance risk and, for non-executive employees, constitutes the largest part of their total compensation;

•Variable or incentive compensation for our NEOs is appropriately balanced between short and long-term incentives;

•Annual incentive awards are tied to Company annual profitability objectives, with caps on payout amounts;

•Long-term incentive awards are both time-based and performance-based equity awards that generally vest over several years and align our NEOs’ interests with those of our shareholders, with caps on payout amounts.

Elements of Compensation

Base Salary

Base salaries for the NEOs are determined based on job responsibilities, level of experience and individual performance. In making its recommendations to the Board, the Compensation Committee reviews market data with respect to the Company's Peer Group to assess the competitiveness of the base salary of the NEOs. Such information is used as a point of reference, however, it is not the deciding factor in establishing appropriate base salaries due to the lack of precise comparability.

Merit pay adjustments to base salary are considered annually for each NEO. When making adjustments to the base salary of the CEO, the Compensation Committee considers the job performance and contribution to the successful operation of the Company by the CEO. When making adjustments to the base salaries of the other NEOs, the Compensation Committee relies upon the recommendation of the CEO based on his knowledge of and the performance of each of the NEOs. Executive base salaries are intended to be at levels that will attract, retain and motivate the necessary management expertise to successfully execute the Company's business plan, but are not targeted at specific levels.

In determining individual base salary adjustments, the Compensation Committee also considered the contributions of each NEO to the success of the Company and salaries for comparable positions at other institutions.

Annual Incentive Compensation

An annual incentive compensation program has been established for the NEOs. Eligibility for the annual incentive program is restricted only by excluding employees who are not in good standing with the Company. All NEOs were, and are, in good standing with the Company. Consistent with the overall compensation philosophy of linking incentive awards to Company-wide and individual performance, the incentive plan is designed to provide performance-based annual cash compensation based on the achievement of annual performance targets approved by the Compensation Committee with the concurrence of the Board.

A short-term incentive compensation plan (“Short-term Incentive Plan”) was established for the NEOs by the Compensation Committee for fiscal 2024. 65% of the Short-term Incentive Plan was structured as a profit-sharing plan that would provide an incentive compensation opportunity for the NEOs if the Company achieved its annual profitability objectives. The additional 35% is awarded at the Board's discretion. For NEOs other than the CEO, the incentive opportunity under the Short-term Incentive Plan ranged from 0% to 100%, with a targeted payout (the “Target”) equal to 75% of base salary. The incentive opportunity for the CEO ranged from 0% to 150% of base salary, with a targeted payout equal to 112% of base salary.

For non-CEO NEOs, 65% of the Short-term Incentive Plan opportunity for 2024 was based on earnings per share (“EPS”) levels that were pre-established by the Compensation Committee. For the CEO, this target is 100% of the Short-term incentive. The threshold EPS level was established at $2.09, with a target EPS of $2.32, and a maximum level of $2.44. No bonus would be payable to any NEO if the threshold was not met. During 2024, the Company earned net income available to common shareholders of $185,416,000, resulting in an EPS of $2.50, which exceeded the maximum level. Based on the formula established by the Compensation Committee, the NEOs earned the maximum bonus payout under the Short-term Incentive Plan EPS targets.

The Short-term Incentive Plan also includes a discretionary component. The Compensation Committee recommended to the Board of Directors a 35% discretionary component for Ms. Holz and Ms. Robison for fiscal 2024. This bonus was approved by the full Board of Directors.

In the past 3 fiscal years, Short-term Incentive payouts have ranged from 35% - 100% of base salary for NEOs, with the exception of the current CEO, whose payouts during that time ranged from 0% - 150% of base salary. Actual payouts averaged 70% of base salary for the NEOs and averaged 83% of base salary for the CEO during that period.

Long-Term Incentives

Long-term equity incentives, primarily restricted stock awards and performance shares granted under the shareholder-approved 2020 Incentive Plan, are intended to focus the efforts of NEOs on activities that are necessary to ensure the Company’s long-term success, as reflected in an increase in the Company’s stock price over a period of years. In fiscal 2024, each of the NEOs received an award of restricted stock and performance shares. For all NEOs, the mix of awards was 36% in restricted stock and 64% in restricted performance shares. The restricted stock vests over a three-year period, conditioned upon continued employment.

The restricted performance shares vest in proportional amounts over a three-year period, conditioned upon continued employment and subject to meeting certain total shareholder return targets pre-established by the Compensation Committee. For performance shares granted in fiscal 2024, the performance criteria require a total annual shareholder return of 8% for a 25% eligible share payout; a total annual shareholder return of 9% for a 50% eligible share payout, a total annual shareholder return of 10% for a 75% eligible share payout and a total annual shareholder return of 11% or greater for a 100% eligible share payout. If total annual shareholder return is less than 9%, none of the performance shares eligible for vesting that year are earned. Based on the total shareholder return of 40.9% for 2024, the NEOs earned 100% of their share allocations related to the eligible fiscal year 2021, 2022 and 2023 performance share grants.

The Compensation Committee determined the amount of awards for each NEO on an individual basis based on its subjective assessment of each NEO's relative performance and value to the organization, taking into consideration the recommendations of the Chief Executive Officer for the other NEOs, and taking into consideration the goal of the Compensation Committee that the majority of each NEOs compensation be at-risk. The Compensation Committee confirms achievement of the performance-based awards in October of each year based on the prior fiscal year’s performance and grants new awards based on the new performance goals set by the Compensation Committee.

The Board believes that these long-term incentive awards help align the interests of WaFd's executives with those of its shareholders through potential stock ownership. Future awards to the NEOs may include a contingent award that will also be earned over multiple years based upon performance criteria consistent with the terms of the Company's Stock Incentive Plan. The Compensation Committee and the Board consider stock awards to be a key piece of executive compensation and reviews the appropriateness of such awards annually in light of performance.

Clawback Policy

The Compensation Committee adopted a Clawback Policy, effective October 2, 2023, in accordance with Rule 10D-1 of the Securities Exchange Act of 1934 and NASDAQ listing standards. The Clawback Policy applies to current and former executive officers of the Company, including the Named Executive Officers, and will be administered by the Compensation Committee. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, it is the Company's policy to recover any erroneously awarded incentive-based compensation received by its executive officers. Erroneously awarded incentive-based compensation includes any amount of incentive based compensation received by an executive officer that exceeds the amount that otherwise would have been received if it been determined based on restated amounts. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise cause or contributed to the requirement for a restatement.

Change in Control Agreements

In order to provide market-competitive compensation packages and to thereby attract and retain the Company's executives, the Company has entered into change of control agreements with its NEOs, which offers severance and change of

control benefits to such executives if they are terminated in connection with a change of control event. See Potential Payments Upon Termination or Change in Control below.

Perquisites

In fiscal 2024, perquisites were provided to certain executive and senior officers. Perquisites are given to executive and senior officers based upon their role in the Company and the business advantage gained by the use of perquisites. The Company provided the following perquisites to NEOs:

The Company provided Supplemental Long-Term Disability coverage to all NEOs that provides for $4,000 in monthly income in the event a long-term disability is suffered and prevents continued employment. The annual benefit cost was approximately $1,400 for each policy.

NEOs, except Ms. Holz and Mr. Endrizzi, were also provided with a Supplemental Long-Term Care policy. The annual cost of the coverage was approximately $1,500 per person.

Mr. Beardall, Ms. Cooper and Ms. Robison received membership to a downtown club that was used for business-related marketing. The annual cost to the Company of each membership was approximately $6,500.

Parking is also provided for each NEO, except for Mr. Endrizzi and Mr. Mauer, at a cost of approximately $4,000 per year. Disclosure of these perquisites are included in the Summary Compensation Table under “Other.”

Retirement Plans

401(k) Plan

The Washington Federal Bank 401(k) Plan (referred to as the "Retirement Plan") is a defined contribution plan in which all employees of the Company's operating bank subsidiary with over 1,000 hours worked during the calendar year are eligible to participate, including our NEOs. In fiscal 2024, the Company has contributed 3% of an employees' eligible base salary into the plan on his or her behalf. Company contributions vest ratably over six years; after six years of consecutive employment all contributions are 100% vested.

During fiscal 2024, the Company contributed 3% of each NEO's eligible base salary into the Retirement Plan. These amounts are included in the Summary Compensation Table under “All Other Compensation.” Amounts exceeding IRS "Top-Heavy” rules are paid directly to the affected executive on a pre-tax basis.

The Company also has a guaranteed safe harbor matching contribution equal to 100% of the first 4% of compensation that employees (including NEOs) contribute to their account. In addition to this match being guaranteed, all safe harbor matching contributions are immediately vested. The match is not subject to the six-year vesting schedule of the current profit-sharing contribution and provides participants more investment flexibility. The Company anticipates that in the future, all eligible employees will continue to receive an annual discretionary profit-sharing contribution from the Company, which is subject to a cap equal to 3% of eligible compensation.

WaFd Bank Deferred Compensation Plan

The purpose of the WaFd Bank Deferred Compensation Plan is to attract and retain key employees by providing them with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Deferred Compensation Plan is a non-qualified deferred compensation plan that is not intended to meet the qualification requirements of Internal Revenue Code (IRC) Section 401(a), but is intended to comply with the “top hat pension plan” requirements of the Employee Retirement Income Security Act of 1974, as amended, and to meet the requirements of IRC Section 409A, and will be operated and interpreted consistent with that intent.

Under the Deferred Compensation Plan, unless otherwise specified by the Bank in the election form, Participants may elect to defer a minimum of 5% and a maximum of 75% of their base compensation, and a minimum of 5% up to a maximum of 90% of bonus, commissions or other compensation earned by the participant during a plan year. The Bank may also, in its sole discretion, provide each participant with discretionary contributions. Such Bank discretionary contributions, if paid, may take the form of “make-up” matching contributions, at the same matching contribution rate provided under the Washington Federal Bank 401(k) plan with respect to deferrals under the Deferred Compensation Plan that reduce 401(k) plan compensation below the limitation set forth in IRC Section 401(a)(17), “supplemental” matching contributions, at the same

contribution rate provided under the 401(k) plan with respect to compensation deferred above the compensation limit set forth in IRC Section 401(a)(17) or “supplemental non-elective contributions” at the same matching contribution rate provided under the 401(k) plan with respect to compensation above the compensation limit set forth in IRC Section 401(a)(17). Make-up and supplemental matching and non-elective contributions based on the 401(k) plan contributions vest at the same rate provided under the 401(k) profit sharing plan. All Bank contributions become 100% vested, if while employed, a Participant dies, becomes disabled (as defined in Treas. Reg. Sec. 1.409A-1(e)(1)), or the Bank experiences a Change in Control. Amounts in a participant’s Deferred Compensation Plan account that are attributable to participant compensation deferrals are always fully vested. The unvested portion of a participant’s account is generally forfeited upon separation from service unless otherwise provided in the participant’s employment agreements.

Each participant’s account balance under the Deferred Compensation Plan is credited periodically with a rate of return (positive or negative) based on the performance of an investment option selected by the Participant.

Participants may elect in accordance with the requirements established under the Deferred Compensation Plan to receive distributions under the Deferred Compensation Plan in the calendar year following the participant’s separation from service, death, or on a specified date, either in a lump sum or, for participants eligible for retirement, in annual installments for up to 10 years. Participants will also be permitted to submit a written request to receive payment of all or any portion of his or her vested accounts upon the occurrence of an unforeseeable emergency, as defined in the Deferred Compensation Plan.

The obligations under the Deferred Compensation Plan are obligations of the Bank, and will represent at all times an unfunded and unsecured promise to pay amounts in the future in accordance with the terms of the Deferred Compensation Plan. Each participant in the Deferred Compensation Plan is an unsecured general creditor of the Bank with respect to deferred compensation obligations. The Bank may also, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Deferred Compensation Plan, and payments under the Deferred Compensation Plan may be paid from the general assets of the Bank or from the assets of any such rabbi trust. Any amounts set aside to defray the liabilities assumed by the Bank under the Deferred Compensation Plan will remain subject to the claims of the Bank’s creditors.

Supplemental Executive Retirement Plan

The WaFd Bank Deferred Compensation Plan also includes a Supplemental Executive Retirement Plan (SERP) benefit. The SERP benefit provides our NEOs with credits of Company Common Stock units which, if vested, will be distributed in the form of WaFd, Inc. common stock following retirement of the executive officer. The right to receive distribution of a SERP benefit is subject to certain vesting conditions as described below. We believe that the SERP benefit is an important component of the benefits package that we offer our executive officers and will assist us in recruiting and retaining qualified executives, particularly those at senior executive levels in advanced stages of their careers. We also believe that the stock based SERP benefit will help further align the interests of our executives with those of our shareholders, by providing additional incentives to our executives to improve our financial performance and increase our profits, and strengthening the mutuality of interest between our executives and our shareholders, including after their retirement.

Eligibility to participate in the SERP is limited to a select group of key management or highly compensated employees who have been notified during an applicable enrollment period of his or her status as an eligible employee (the “SERP Participants”). Currently, there are six employees receiving the SERP benefit under the DCP Plan, including all of our NEOs.

In March 2023 the Company credited to the SERP account of each of our NEOs a number of Company Stock Units equal in value to the product of (i) $150,000 for each executive (other than Mr. Beardall) and $300,000 for Mr. Beardall multiplied by (ii) the number of full years until he or she reaches the age of 64, with each Company stock unit having a value equal to one share of the Company’s common stock, and which, if vested, would be distributed in the form of WaFd, Inc. common stock following the executive officer’s retirement, in ten (10) substantially equal annual installments. Additionally, dividend equivalents with respect to Company Stock Units are credited to a SERP account as additional Company Stock Units, consistent with dividends paid to common shareholders.

A SERP Participant’s SERP account will vest if the SERP Participant remains employed with the Company as follows:


			Attained Age						Vested Percentage
			Before 62						—%
			62						80%
			63						90%
			64						100%

A SERP Participant’s SERP account will become 100% vested in the event of the SERP Participant’s involuntary termination of employment by the Company without Cause, or the SERP Participant’s voluntary termination of employment for Good Reason, as defined in the Deferred Compensation Plan. All SERP Company Contributions, and any other amounts credited to any SERP Participant’s SERP account will be forfeited in the event of the SERP Participants’ termination of employment for Cause or is otherwise not in good standing at the time of termination, regardless of the vested percentage earned under the above schedule. The determination of whether a termination is for Cause or Good Reason is subject at all times to the terms and conditions of any employment agreement to which the SERP Participant is a party.

Upon a SERP Participant’s Separation from Service, defined as the termination of the SERP Participant’s employment with the Company and all affiliates other than on account of death, the vested balance in the SERP Participant’s SERP account will be paid to the SERP Participant in ten (10) substantially equal annual installments, beginning in the calendar year following the calendar year in which the SERP Participant’s Separation from Service occurred, unless the Committee specifies a different payment schedule on or before the date the SERP Participant obtains a legally binding right to his or her initial SERP Company Contribution. If a SERP Participant is a “specified employee” as that term is defined in Code Section 409A (generally, one of the top 50 highest paid officers of the Company and its affiliates), a distribution may not occur until the first day of the seventh month following the Participant’s Separation from Service. In addition, the amount of any distribution and/or the applicable balance in the SERP Participant’s SERP account remains subject to any limitation imposed by the SERP Participant’s employment agreement(s) or the Deferred Compensation Plan as a result of the application of the excess parachute payment rules of Code Section 280G.

Upon the death of a SERP Participant (regardless of whether such SERP Participant is an employee at the time of death), all remaining vested balance of the SERP account shall be paid to the SERP Participant’s beneficiary in a single lump sum no later than December 31 of the calendar year following the year of the SERP Participant’s death.

Other Compensation

The Company provides the Named Executive Officers with benefits of a type offered to all other employees in most respects. The value of these benefits constitutes a small percentage of each executive’s total compensation. Key benefits include paid vacation, and premiums for health insurance.

Other Matters

The Compensation Committee also considers the accounting, tax, and administrative costs of specific executive compensation programs, and seeks to balance the earnings, tax and dilutive impact of executive compensation plans with the need to attract, retain and motivate highly qualified executives. The Compensation Committee also recognizes that regulatory factors can influence the structure of executive compensation programs and takes those into account as appropriate.

Policies and practices for granting certain equity awards

Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders.

During fiscal year 2024, all grants to executive officers and non-employee directors took the form of restricted stock awards or performance share grants, and the Company did not grant stock options (or similar awards) to any NEO or any non-employee director.

The Company grants stock options to its employees (other than executive officers) annually after a meeting of the Compensation Committee, and during an open trading window under the Company’s insider trading policy. The Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee compensation.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth in this Proxy Statement with management and, based on such review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

Members of the Compensation Committee

Linda Brower, Chairwoman

David K. Grant

Sylvia Hampel

Summary Compensation Table

The following tables and related narratives present the compensation for the Company's NEOs in the format specified by the SEC for each of the last three fiscal years.


Name and Principal Position:	Year	Salary		Stock Awards (1)		Option Awards		Non-Equity Incentive Plan Comp. (2)		All Other Comp. (3)		Total
Brent J. Beardall President and Chief Executive Officer	2024	$	975,000	$	1,394,385	$	—	$	1,462,500	$	198,576	$	4,030,461
	2023	975,000		1,566,874		—		—		3,766,800		6,308,674
	2022	875,000		1,315,205		—		1,312,500		94,229		3,596,934





Kelli J. Holz Executive Vice President and Chief Financial Officer	2024	500,000		381,044		—		450,000		81,539		1,412,583
	2023	400,000		335,428		—		138,206		1,557,946		2,431,580
	2022	234,881		51,984		19,721		51,277		7,835		365,699

James A. Endrizzi Executive Vice President and Chief Commercial Banker	2024	500,000		381,044		—		292,500		158,006		1,331,550
	2023	400,000		419,291		—		138,206		2,234,286		3,191,783
	2022	376,500		387,924		—		376,500		97,807		1,238,731

Ryan M. Mauer Executive Vice President and Chief Credit Officer	2024	500,000		381,044		—		292,500		91,778		1,265,322
	2023	400,000		419,291		—		138,206		1,873,311		2,830,808
	2022	376,500		387,924		—		376,500		43,558		1,184,482

Kim E. Robison Executive Vice President and Chief Operating Officer	2024	500,000		381,044		—		450,000		92,174		1,423,218
	2023	400,000		419,291		—		138,206		1,724,129		2,681,626
	2022	376,500		387,924		—		376,500		46,654		1,187,578

(1)Represents the estimated fair value of the restricted stock and restricted performance share grants. Restricted stock grants vest ratably over three years and the fair value is calculated as the market price of the stock on the day of grant multiplied by the number of shares granted. The fair value for performance shares grants is based on a vesting target, which represents the mid-point of the total shareholder return range and an estimated 50% likelihood of achieving that level, and is calculated in accordance with U.S. GAAP. Refer to footnote 3 under the table on page 34 for the maximum possible vesting and value of performance shares. As required by SEC rules these amounts are the fair value on date of grant and may not reflect the amount that will actually be realized by the NEOs. Whether, and to what extent, a NEO will recognize value from each award will depend on Company performance and stock price.

(2)These amounts represent cash incentives earned under the Short-Term Incentive Compensation Plan.

(3)Further descriptions of the amounts set forth under “All Other Compensation” for fiscal 2024 are set forth in the table below. Total amounts for 2023 are larger than previous years disclosed due to the addition of the Company's initial contributions to each NEO's SERP account. These represent the bulk of SERP-related contributions. Smaller future contributions will occur as each NEO receives dividend equivalents. As described in the SERP discussion above, these contributions begin to vest at age 62 and vested benefits are paid over ten years after retirement.

All Other Compensation Table


Name and Principal Position:	Year	Retirement Plan Contribution (1)		Non-Qualified Plan Contribution (2)		Other (3)		Total
Brent J. Beardall President and Chief Executive Officer	2024	$	68,700	$	120,614	$	9,262	$	198,576
	2023	99,000		3,657,070		10,730		3,766,800
	2022	88,800		—		5,429		94,229





Kelli J. Holz Executive Vice President and Chief Financial Officer	2024	28,450		50,227		2,862		81,539
	2023	33,550		1,523,755		641		1,557,946
	2022	7,628		—		207		7,835

James A. Endrizzi Executive Vice President and Chief Commercial Banker	2024	28,450		70,298		59,258		158,006
	2023	41,745		2,133,283		59,258		2,234,286
	2022	38,508		—		59,299		97,807

Ryan M. Mauer Executive Vice President and Chief Credit Officer	2024	28,450		60,281		3,047		91,778
	2023	41,745		1,828,519		3,047		1,873,311
	2022	38,065		—		5,493		43,558

Kim E. Robison Executive Vice President and Chief Operating Officer	2024	28,450		55,285		8,439		92,174
	2023	41,745		1,676,140		6,244		1,724,129
	2022	40,985		—		5,669		46,654

1.Amounts reported represent contributions made directly into the Washington Federal Bank 401(k) Plan as matching contributions, up to the limit as provided in statute. Contributions in excess of this amount are paid directly in cash to the NEO.

2.Amounts reported represent contributions to the Company's Supplemental Executive Retirement Plan in the form of Company Stock Units. Each Company Stock Unit has a value equal to one share of the Company's Common Stock. The amount shown for 2023 represents the fair market value of the Company Stock Units contributed on the grant date, based upon the closing price of our common stock on such date, plus the fair market value of dividend equivalent units contributed during the fiscal year. The 2024 amounts represent the fair market value of dividend equivalents only based on the closing stock price on the date of contribution.

All Other Compensation for 2023 is larger than other years disclosed due to the addition the initial contributions to each NEO's SERP account. As described in the SERP discussion above, these contributions begin to vest at age 62 and vested benefits are paid over ten years after retirement. The value of these contributions are equity based and will fluctuate based on the Company's stock price. See Nonqualified Deferred Compensation for the 2023 Fiscal Year below for the aggregate value of each NEO's SERP account at September 30, 2024.

3.Includes auto, parking, long-term care and disability insurance premiums and other perquisites described above. For Mr. Endrizzi, amounts in 2024, 2023 and 2022 also include a relocation allowance of $57,500.

Grants of Plan-Based Awards for the 2024 Fiscal Year

The following table sets forth certain information with respect to grants of plan-based awards for the year ended September 30, 2024 to the NEOs. Grants of equity incentive plan awards to each NEO were made pursuant to the Company's 2020 Stock Incentive Plan. There can be no assurance that the grant date fair value of the stock awards listed below will ever be realized.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All other equity awards (3) (#)	Grant date fair value of equity awards (4) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Brent J. Beardall	11/14/2023	—	975,000	1,462,500	—	—	—	29,857	825,247
	11/14/2023				15,510	20,591	62,040		569,137


Kelli J. Holz	11/14/2023	—	375,000	500,000	—	—	—	9,222	254,896
	11/14/2023				3,438	4,564	13,751		126,148
James A. Endrizzi	11/14/2023	—	375,000	500,000	—	—	—	9,222	254,896
	11/14/2023				3,438	4,564	13,751		126,148
Ryan M. Mauer	11/14/2023	—	375,000	500,000	—	—	—	9,222	254,896
	11/14/2023				3,438	4,564	13,751		126,148
Kim E. Robison	11/14/2023	—	375,000	500,000	—	—	—	9,222	254,896
	11/14/2023				3,438	4,564	13,751		126,148

(1)Represents potential future payouts under the Short-Term Incentive Compensation Plan. Actual payouts are reflected in the Summary Compensation Table above under “Non-Equity Incentive Plan Compensation". Targets and maximums are calculated as described in the Annual Incentive Compensation section above.

(2)Represents Performance Stock Awards (in # shares) that vest 33% per year based on approved total shareholder return thresholds. Threshold # of shares represents 25% vesting, which is based on achievement of a 9% total shareholder return. Target # shares represents historical vesting, which represents the mid-point of the total shareholder return range and an estimated 50% likelihood of achieving that level.

(3)Represents Restricted Stock Award that vests in equal annual increments over three years.

(4)The fair value of Restricted Stock Awards is calculated based on the Company's closing stock price on the day of grant multiplied by the number of shares granted. The fair value of Performance Stock Awards is calculated based on the Company's closing stock price on the day of grant multiplied by a probability factor to estimate the likelihood of achieving the required total shareholder return. At the maximum vesting, these values for the executives receiving performance shares in 2024 would be as follows: Mr. Beardall $1,714,786; Ms. Holz $380,078; Mr. Endrizzi $380,078; Mr. Mauer $380,078 and Ms. Robison $380,078. The closing stock price was $27.64 on November 14, 2023.

Outstanding Equity Awards at Fiscal Year End

The following tables set forth information on outstanding stock awards held by the NEOs at September 30, 2024.


	Stock Awards
		# of	# of Shares	# of Shares	$ Market Value
	Grant	Years	of Unvested	of Unvested	of Unvested
Name	Date	Vesting	Restricted Shares	Performance Shares	Awards (1)

Brent J. Beardall	11/14/2023	3	29,857		1,040,516
Brent J. Beardall	11/14/2023	3		62,040	717,599
Brent J. Beardall	11/8/2022	3	14,447		503,478
Brent J. Beardall	11/8/2022	3		30,021	347,244
Brent J. Beardall	10/26/2021	3	7,071		246,424
Brent J. Beardall	10/26/2021	3		14,756	170,678
			51,375	106,817	3,025,939







Kelli J. Holz	11/14/2023	3	9,222		321,387
Kelli J. Holz	11/14/2023	3		13,751	159,054
Kelli J. Holz	11/8/2022	3		5,323	61,570
Kelli J. Holz	11/8/2022	3	3,570		124,415
Kelli J. Holz	11/30/2021	5	960		33,456
Kelli J. Holz	12/18/2020	5	800		27,880
Kelli J. Holz	12/2/2019	5	300		10,455
			14,852	19,074	738,217
James A. Endrizzi	11/14/2023	3	9,222		321,387
James A. Endrizzi	11/14/2023	3		13,751	159,054
James A. Endrizzi	11/8/2022	3		6,654	76,965
James A. Endrizzi	11/8/2022	3	4,463		155,536
James A. Endrizzi	10/26/2021	3		3,536	40,900
James A. Endrizzi	10/26/2021	3	2,371		82,629
			16,056	23,941	836,471
Ryan M. Mauer	11/14/2023	3	9,222		321,387
Ryan M. Mauer	11/14/2023	3		13,751	159,054
Ryan M. Mauer	11/8/2022	3	4,463		155,536
Ryan M. Mauer	11/8/2022	3		6,654	76,965
Ryan M. Mauer	10/26/2021	3	2,371		82,629
Ryan M. Mauer	10/26/2021	3		3,536	40,900
			16,056	23,941	836,471
Kim E. Robison	11/14/2023	3	9,222		321,387
Kim E. Robison	11/14/2023	3		13,751	159,054
Kim E. Robison	11/8/2022	3	4,463		155,536
Kim E. Robison	11/8/2022	3		6,654	76,965
Kim E. Robison	10/26/2021	3	2,371		82,629
Kim E. Robison	10/26/2021	3		3,536	40,900
			16,056	23,941	836,471

SEC Form DEF 14A filed by WaFd Inc.