Registration of securities [Section 12(b)]



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549










FORM

8-A











FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES




PURSUANT TO SECTION 12(b) OR (g) OF




THE SECURITIES EXCHANGE ACT OF 1934










Washington
Federal, Inc.




(Exact name of registrant as specified in its charter)































Washington





91-1661606




(State or other jurisdiction of incorporation or organization)




(I.R.S. Employer Identification No.)


























425 Pike Street




Seattle, Washington





98101



(Address of Principal Executive Offices)




(Zip Code)




Securities to be registered pursuant to Section 12(b) of the Act:


























Title of each class




to be so registered






Name of each exchange on which




each class is to be registered




Depositary Shares, Each Representing a 1/40th Interest


in a Share of 4.875% Fixed Rate

Non-Cumulative



Perpetual Preferred Stock, Series A




The Nasdaq Stock Market LLC









If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.  ☒



If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐




Securities Act registration statement file number to which this form relates:





333-252519





Securities to be registered pursuant to Section 12(g) of the Act:




None























Item 1.




Description of Registrant’s Securities to be Registered.




The securities to be registered hereby are the Depositary Shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share
of our 4.875% Fixed Rate

Non-Cumulative

Perpetual Preferred Stock, Series A, par value $1.00 per share (the “Series A Preferred Stock”), with a liquidation preference of $25 per depositary share
(equivalent to $1,000 per share of Series A Preferred Stock), of Washington Federal, Inc. (the “Registrant”). For a description of the Depositary Shares to be registered hereunder and the underlying Series A Preferred Stock of the
Registrant, reference is made to the information set forth under the headings “Description of Capital Stock” and “Description of Depositary Shares” in the Registrant’s Prospectus and under the headings “Description of
the Series A Preferred Stock” and “Description of Depositary Shares” in the Registrant’s Prospectus Supplement, dated February 1, 2021, to the Prospectus, dated January 28, 2021, which constitutes a part of the
Registrant’s Registration Statement on Form

S-3

(File No. 333-252519), filed under the Securities Act of 1933, as amended, which information is hereby incorporated herein by reference.











Item 2.




Exhibits.



































































Exhibit


No.





Description




3.1



Restated Articles of Incorporation of Washington Federal, Inc. (incorporated by reference to Exhibit 
3.1 of the Quarterly Report

on Form 10-Q filed

by Washington Federal on May 3, 2016).




3.2



Amended and Restated Bylaws of Washington Federal, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form

8-K

filed by Washington Federal, Inc. on November 20, 2020).




3.3



Articles of Amendment, dated February 
4, 2021, to the Company’s Restated Articles of Incorporation, including the Certificate of Designations of 4.875% Fixed Rate

Non-Cumulative

Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit
3.1 of the Current Report on Form

8-K

filed by Washington Federal, Inc. on February 8, 2021).




4.1



Deposit Agreement, dated February 8, 2021, by and among Washington Federal, Inc. and American Stock Transfer 
& Trust Company, LLC, as Depositary, and the holders from time to time of the Depositary Receipts described therein (incorporated by reference to Exhibit 
4.1 of the Current Report on Form

8-K

filed by Washington Federal, Inc. on February 8, 2021).




4.2



Form of Depositary Receipt (incorporated by reference to Exhibit 4.2 of the Current Report on Form

8-K

filed
by Washington Federal, Inc. on February 8, 2021).












SIGNATURE



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: February 9, 2021







































Washington Federal, Inc.






By:





/s/ Vincent L. Beatty






Name: Vincent L. Beatty






Title: Executive Vice President and Chief Financial Officer






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:

On May - May 10, 2022
Quarterly report [Sections 13 or 15(d)] - May 3, 2022

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