Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
WASHINGTON FEDERAL, INC.
12,000,000 Depositary Shares Each Representing a 1/40th Interest
in a Share of 4.875% Fixed Rate
Perpetual Preferred Stock, Series A
(liquidation preference $1,000 per share (equivalent to $25 per Depositary Share))
Pricing Term Sheet
This term sheet
supplements the information set forth under Description of the Series A Preferred Stock and Description of Depositary Shares in the preliminary prospectus supplement, dated February 1, 2021, to the prospectus dated January
Washington Federal, Inc.
Depositary shares (the Depositary Shares), each representing a 1/40th interest in a share of 4.875% Fixed Rate
Perpetual Preferred Stock, Series A (the
Expected Ratings (Moodys)*:
Number of Depositary Shares:
12,000,000 Depositary Shares
No Option to Purchase Additional Depositary Shares:
The underwriters will not have an option to purchase additional Depositary Shares.
Aggregate Liquidation Preference:
4.875% per annum, only when, as, and if declared
Dividend Payment Dates:
When, as, and if declared by the Issuers Board of Directors or a duly authorized committee thereof, quarterly in arears on January 15, April 15, July 15 and October 15, commencing April 15,
The Issuer intends to apply to list the Depositary Shares on the Nasdaq Global Select Market (NASDAQ) under the symbol WAFDP. If the application is approved, trading of the Depositary Shares on NASDAQ is
expected to commence within the
period following the original issue date of the Depositary Shares.
February 1, 2021
February 8, 2021 (T+5)
Public Offer Price:
$25 per Depositary Share
Underwriting Discounts and Commissions:
$0.7875 per Depositary Share for Depositary Shares sold to retail investors and $0.3125 per Depositary Share for Depositary Shares sold to institutional investors.
Net Proceeds to Issuer (before offering expenses):
CUSIP/ISIN for the Depositary Shares:
938824 307 / US9388243076
Joint Book-Running Managers:
Morgan Stanley & Co. LLC
BofA Securities, Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
Joint Lead Manager
Goldman Sachs & Co. LLC
Keefe, Bruyette & Woods, Inc.
The Preferred Stock and Depositary Shares are not
savings accounts, deposits or other obligations of, nor are they guaranteed by, a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or by any other government agency or instrumentality.
The issuer has filed a registration statement (including a prospectus and preliminary prospectus
supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents the issuer has filed with the SEC and incorporated by reference in such documents for
more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by contacting Morgan Stanley & Co. LLC toll free at
BofA Securities, Inc. toll free at
UBS Securities LLC toll free at
or Wells Fargo Securities, LLC toll free at
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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Other recent filings from the company include the following:
Washington: Thursday, October 14, 2021 FOR IMMEDIATE RELEASE - Oct. 15, 2021
On September - Oct. 1, 2021
On September - Sept. 29, 2021