Filing under Securities Act Rules 163/433 of free writing prospectuses



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Issuer Free Writing Prospectus




Filed Pursuant to Rule 433




Registration

No. 333-252519




WASHINGTON FEDERAL, INC.



12,000,000 Depositary Shares Each Representing a 1/40th Interest



in a Share of 4.875% Fixed Rate

Non-Cumulative

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
28, 2021.













































































































Issuer:


Washington Federal, Inc.



Securities Offered:


Depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of 4.875% Fixed Rate

Non-Cumulative

Perpetual Preferred Stock, Series A (the
“Preferred Stock”)



Expected Ratings (Moody’s)*:


Baa3



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:


$300,000,000



Dividend Rate

(Non-Cumulative):



4.875% per annum, only when, as, and if declared



Dividend Payment Dates:


When, as, and if declared by the Issuer’s 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,
2021.



Day Count:


30/360



Maturity Date:


Perpetual



Optional Redemption:



The Issuer may redeem the Preferred Stock at its option (i) in whole or in part, from time to time, on any dividend payment date on
or after April 15, 2026, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event, as defined in the preliminary prospectus supplement, in either case, at a redemption price equal to
$1,000 per share of Preferred Stock (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends for prior dividend periods and accrued but unpaid dividends (whether or not declared) for the then current dividend period prior to
but excluding the redemption date.





In the event of a redemption of the Preferred
Stock, the Depositary, as defined in the preliminary prospectus supplement, is expected to redeem a proportionate number of Depositary Shares.












































The holders of the Depositary Shares will not have the right to require redemption.





Any redemption of the Preferred Stock is subject to the Issuer’s receipt of any
required prior approval by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and to the satisfaction of any conditions set forth in the capital adequacy regulations and policies of the Federal Reserve applicable
to redemption of the Preferred Stock.





Listing:


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

30-day

period following the original issue date of the Depositary Shares.


























































































Trade Date:


February 1, 2021



Settlement Date**:


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):


$294,293,000



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




Co-Manager:



Keefe, Bruyette & Woods, Inc.









*


Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time.









**


The Issuer expects that delivery of the Depositary Shares will be made against payment therefor on or about
February 8, 2021, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule

15c6-1

under the Exchange Act, trades in the secondary
market generally are required to settle in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares before their delivery hereunder will be required, by virtue of
the fact that the Depositary Shares initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Depositary Shares who wish to trade the Depositary Shares
prior to their date of delivery hereunder should consult their own advisors.





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.





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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



1-866-718-1649,



BofA Securities, Inc. toll free at



1-800-294-1322,



UBS Securities LLC toll free at



1-888-827-7275,



or Wells Fargo Securities, LLC toll free at



1-800-645-3751.








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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

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