WASHINGTON FEDERAL INC WAFD

election_required = True...roration? If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Time (and do not properly withdraw such shares) -5- Table of Contents and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Can I change my mind after I have tendered shares in the tender offer, but before the Expiration Time? Yes. You may withdraw any...

expiry = 2021-03-09...to $290,000,000 of its Common Stock At a Purchase Price Not Less Than $26.50 Per Share and Not More Than $31.00 Per Share CUSIP: 938824109 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 9, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. Washington Federal Inc., a Washington corporation (the “Company,” “we,” “us,” or “our”), hereby offers to purchase for cash up to $290,000,000 of shares of its issued and outstanding comm...

listed = True...m us and transmitting payment to the tendering stockholders. See Section 5. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Our shares are listed and traded on the NASDAQ Global Select Market (“NASDAQ”) under the trading symbol “WAFD.” On February 8, 2021, the last trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the NASDAQ was $28.93 per share. You are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIRECTORS HAS APPROVED THE...

mechanism = DUTCH...e where you will find a more complete discussion. Who is offering to purchase my shares? We (Washington Federal Inc.) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a modified “Dutch auction.” We are offering to purchase up to $290,000,000 of shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provided herein) of not less than $26.50 per share and not more than $31.00 per share, less any applicable withholding taxes and without interest, for each share we purchas...

must_tender_all = True...t the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who properly tender shares at or below the Purc...

no_priority = True...SECTION 13) MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE -24- Table of Contents OF 30% ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an oversubscription of the tender offer, shares tendered prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum...

price = USD 26.5-31.0...1i.htm EX-(A)(1)(I) EX-(a)(1)(i) Table of Contents Exhibit (a)(1)(i) WASHINGTON FEDERAL, INC. Offer to Purchase for Cash Up to $290,000,000 of its Common Stock At a Purchase Price Not Less Than $26.50 Per Share and Not More Than $31.00 Per Share CUSIP: 938824109 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 9, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TERMIN...

priority_conflicting = True...and shares having an aggregate purchase price in excess of $290,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders...

threshold = 100...rchase price in excess of $290,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who pr...

txn_type = TENDER_OFFEREX-99.A.1.I 2 d107908dex99a1i.htm EX-(A)(1)(I) EX-(a)(1)(i) Table of Contents Exhibit (a)(1)(i) WASHINGTON FEDERAL, INC. Offer to Purchase for Cash Up to $290,000,000 of its Common Stock At a Purchase Price Not Less Than $26.50 Per Share and Not More Than $31.00 Per Share CUSIP: 938824109 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MARCH 9, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TE...