SUBJECT TO COMPLETION, DATED FEBRUARY 1, 2021
PROSPECTUS SUPPLEMENT
TO THE PROSPECTUS DATED
JANUARY 28, 2021
Depositary Shares Each Representing a 1/40th Interest in a Share of % Fixed
Rate Non-Cumulative Perpetual Preferred Stock, Series A
We are
offering depositary shares, each representing a 1/40th ownership interest in a share of our % 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). As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series A Preferred Stock represented thereby (including dividend, voting, redemption
and liquidation rights). You must exercise any such rights through the depositary.
We will pay dividends on the Series A Preferred
Stock, when, as, and if declared by our Board of Directors (or a duly authorized committee thereof), to the extent that we have lawfully available funds to pay dividends. If declared, dividends will accrue and be payable from the date of issuance at
a rate of % per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2021. Upon payment of any dividends on the Series A
Preferred Stock, holders of depositary shares are expected to receive a proportionate payment.
Dividends on the Series A Preferred
Stock will not be cumulative. If for any reason our Board of Directors (or a duly authorized committee thereof) does not declare a dividend on the Series A Preferred Stock for any dividend period, that dividend will not accrue or be payable and
we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series A Preferred Stock are declared for any future dividend period. Dividends on the Series A Preferred Stock will not be declared,
paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations, including (but not limited to) the capital adequacy regulations and policies established by the Board of Governors of the
Federal Reserve System.
We may redeem the Series A Preferred Stock at our option, subject to regulatory approval, (1) in whole or
in part, from time to time, on any dividend payment date on or after April 15, 2026 or (2) in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), in either case at a
redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends for prior dividend periods and accrued but unpaid dividends (whether or not declared) for the then-current dividend period
prior to, but excluding, the redemption date. If we redeem the Series A Preferred Stock, the depositary is expected to redeem a proportionate number of depositary shares.
We will apply to list the depositary shares on the Nasdaq Global Select Market (the NASDAQ) under the symbol WAFDP.
Trading of the depositary shares is expected to commence within the 30-day period following the original issue date of the depositary shares. Our common stock is listed on the NASDAQ under the symbol
WAFD.
The Series A Preferred Stock will not have any voting rights, except the limited ones set forth under
Description of the Series A Preferred StockVoting Rights beginning on page S-26.
Investing in
the depositary shares involves risks. See Risk Factors beginning on page S-13.
Neither the Securities and Exchange Commission (the SEC) nor any other regulatory body has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Neither the depositary shares nor the Series A Preferred Stock are a savings account, deposit or other obligation of a
bank and neither are insured or guaranteed by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency or instrumentality.
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Public Offering
Price
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Underwriting
Discount (2)
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Proceeds to Washington
Federal (Before Expenses)
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Per depositary share
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$
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$
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$
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Total (1)
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$
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$
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$
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(1)
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Assumes no exercise of the underwriters option to purchase additional depositary shares as described
below.
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(2)
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The underwriting discount is calculated using a weighted average amount of
$ per depositary share for retail orders ( depositary shares) and $ per depositary share for
institutional orders ( depositary shares). See Underwriting for additional disclosure regarding the underwriting discount and estimated offering expenses payable by us.
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We have granted the underwriters an option to purchase up to an additional
depositary shares, at the public offering price less the underwriting discount, for 30 days after the date of this prospectus supplement solely to cover overallotments, if any.
The underwriters expect to deliver the depositary shares in book entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream), against payment in New York, New York on or about , 2021.
We expect to deliver the depositary shares against payment for the depositary shares on or about the date specified in the immediately prior
paragraph, which will be the business day following the date of the pricing of the depositary shares (T+ ). Under
Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act), trades in the secondary market generally are required to settle in two business days, unless the parties
to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade depositary shares on any date prior to two business days before the settlement date will be required, by virtue of the fact that the depositary shares initially will
settle in T+ , to specify alternative settlement arrangements to prevent a failed settlement.
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Joint Book-Running Managers
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Morgan Stanley
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BofA Securities
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UBS Investment Bank
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Wells Fargo Securities
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February , 2021