S-4

Large accelerated filer

Accelerated Filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

S-4 1 d433499ds4.htm S-4 S-4

As filed with the Securities and Exchange Commission on March 1, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WASHINGTON FEDERAL, INC.

(Exact name of registrant as specified in its charter)

Washington

6021

91-1661606

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

425 Pike Street

Seattle, Washington 98101

(206) 624-7930

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brent J. Beardall

President and Chief Executive Officer

Washington Federal, Inc.

425 Pike Street

Seattle, Washington 98101

(206) 624-7930

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Andrew J. Schultheis, Esq.

Zach Bench, Esq.

Davis Wright Tremaine LLP

920 Fifth Avenue, Suite 3300

Seattle, WA 98104

(206) 757-8143

Justin Monroe

Senior Vice President & General Counsel

Washington Federal, Inc.

425 Pike Street

Seattle, Washington 98101

(206) 624-7930

Jeffrey D. Haas, Esq.

Shawn M. Turner, Esq.

Holland & Knight, LLP

800 17th Street,

N.W. Suite 1100

Washington, DC 20006

(202) 469-5269

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement and upon consummation of the transactions described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION—DATED MARCH 1, 2023

LOGO

WASHINGTON FEDERAL, INC.

425 Pike Street

Seattle, Washington 98101

To the Shareholders of Washington Federal, Inc.:

On November 13, 2022, Washington Federal, Inc., a Washington corporation (“Washington Federal”), entered into an agreement and plan of reorganization (the “merger agreement”) to acquire Luther Burbank Corporation, a California corporation (“Luther Burbank”). If the required shareholder and regulatory approvals are obtained, all closing conditions are satisfied or waived and the merger is subsequently completed, Luther Burbank will be merged with and into Washington Federal, with Washington Federal as the surviving institution (the “merger”). Shortly thereafter, Luther Burbank’s wholly-owned bank subsidiary, Luther Burbank Savings, a California-chartered bank (“LB Savings”), will be merged with and into Washington Federal Bank, dba WaFd Bank, a Washington state chartered commercial bank and the wholly-owned bank subsidiary of Washington Federal (“WaFd Bank”), with WaFd Bank as the surviving bank.

You are cordially invited to attend a special meeting of Washington Federal shareholders, to be held virtually on [●] [●], 2023 at [●] [a.m.][p.m.], Pacific Time, (the “Washington Federal special meeting”). To attend the special meeting online please visit www.virtualshareholdermeeting.com/[●]. At the Washington Federal special meeting, Washington Federal shareholders will be asked to consider and vote upon a proposal to approve the issuance of shares of Washington Federal common stock, par value $1.00 per share (the “Washington Federal common stock”) to the shareholders of Luther Burbank pursuant to the merger agreement (the “Washington Federal share issuance proposal”) and a proposal to adjourn the Washington Federal special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Washington Federal special meeting to approve the Washington Federal share issuance proposal. Luther Burbank will also hold a special meeting of shareholders to consider a proposal to approve the proposed merger agreement and the merger and a proposal to approve on a non-binding, advisory basis the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger. Washington Federal and Luther Burbank cannot complete the proposed merger unless Washington Federal’s shareholders vote to approve the issuance of shares of Washington Federal common stock in connection with the merger and Luther Burbank’s shareholders vote to approve the merger agreement and the merger. This letter is accompanied by the attached joint proxy statement/prospectus, which Washington Federal’s board of directors (the “Washington Federal board”) is providing to you to solicit your vote for the approval of the Washington Federal share issuance proposal and the approval of the adjournment of the Washington Federal special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Washington Federal special meeting to approve the Washington Federal share issuance proposal. We refer to this solicitation as the Washington Federal proxy solicitation.

If the required shareholder and regulatory approvals are obtained and the merger is subsequently completed, upon effectiveness of the merger, each outstanding share of Luther Burbank common stock, no par value per share (“Luther Burbank common stock”), will be converted into, and canceled in exchange for, the right to receive 0.3353 shares of Washington Federal common stock (the “exchange ratio”). Cash will be paid in lieu of any fractional share interest. We refer to the aggregate consideration to be paid to Luther Burbank shareholders in the merger as the merger consideration.

The implied value of the merger consideration to be paid to Luther Burbank is based on the exchange ratio of 0.3353 of a share of Washington Federal common stock for each share of Luther Burbank common stock. The implied value per share of Luther Burbank common stock on [●], 2023, was $[●], which amount was based on the $[●] closing price per share of Washington Federal common stock on that date. Based on the current number of shares of Luther Burbank common stock outstanding and the Luther Burbank restricted stock and Luther Burbank restricted stock units described in “The Merger Agreement — Consideration to be Received in the Merger,” Washington Federal expects to issue approximately [●] shares of Washington Federal common stock in the aggregate upon completion of the merger.

The value of the merger consideration will fluctuate based on the market price of Washington Federal common stock. Consequently, the value of the merger consideration will not be known at the time you vote on the merger agreement. Washington Federal’s common stock is listed on the NASDAQ Global Select Market under the symbol “WAFD.” You should obtain current market quotations for the Washington Federal common stock. Luther Burbank’s common stock is traded on the NASDAQ Global Select Market under the symbol “LBC.” You should obtain current market quotations for the Luther Burbank common stock.

Based on the reasons for the merger described in the accompanying document, the Washington Federal board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Washington Federal and its shareholders. Accordingly, our board of directors has unanimously recommended that you vote “FOR” the proposal to approve the issuance of Washington Federal common stock to the shareholders of Luther Burbank pursuant to the merger agreement and “FOR” the proposal to approve the adjournment of the Washington Federal special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Washington Federal special meeting to approve the Washington Federal share issuance proposal. The accompanying joint proxy statement/prospectus describes the Washington Federal special meeting, the merger agreement and related matters. In addition to being a proxy statement of Washington Federal, this document also is the proxy statement for the solicitation of proxies from Luther Burbank shareholders to vote to approve the proposed merger agreement and to approve on a non-binding, advisory basis the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger.

We encourage you to read this entire document carefully, including the considerations discussed under “Risk Factors” beginning on page 25, and the appendices to the accompanying joint proxy statement/prospectus, which include the merger agreement.

Your vote is very important. The merger cannot be completed unless the holders of a majority of the outstanding shares of Washington Federal common stock entitled to vote at the Washington Federal special meeting vote in favor of the Washington Federal share issuance proposal. Whether or not you plan to attend the Washington Federal special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by following the instructions to vote via the Internet or by telephone indicated on the proxy card.

We appreciate your continuing loyalty and support and, should you choose to attend, we look forward to seeing you at the Washington Federal special meeting.

By Order of the Board of Directors

Brent J. Beardall

President and Chief Executive Officer

Seattle, Washington

[●], 2023

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved the shares of Washington Federal common stock to be

issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities that Washington Federal is offering through this joint proxy statement/prospectus are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of either Washington Federal or Luther Burbank, and they are not insured by the Federal Deposit Insurance Corporation or any other government agency.

This joint proxy statement/prospectus is dated [●], 2023 and is first being mailed to Washington Federal shareholders and Luther Burbank Shareholders, or otherwise delivered to Washington Federal shareholders and Luther Burbank shareholders, on or about [●], 2023.

LOGO

LUTHER BURBANK CORPORATION

520 Third St, 4th Floor

Santa Rosa, California 95401

To the Shareholders of Luther Burbank Corporation:

On November 13, 2022, Washington Federal, Inc., a Washington corporation (“Washington Federal”), entered into an agreement and plan of reorganization (the “merger agreement”) to acquire Luther Burbank Corporation, a California corporation (“Luther Burbank”). If the required shareholder and regulatory approvals are obtained, all closing conditions are satisfied or waived and the merger is subsequently completed, Luther Burbank will be merged with and into Washington Federal, with Washington Federal as the surviving institution (the “merger”). Shortly thereafter, Luther Burbank’s wholly-owned bank subsidiary, Luther Burbank Savings, a California-chartered bank (“LB Savings”), will be merged with and into Washington Federal Bank, dba WaFd Bank, a Washington bank and the wholly-owned bank subsidiary of Washington Federal (“WaFd Bank”), with WaFd Bank as the surviving bank.

You are cordially invited to attend a special meeting of Luther Burbank shareholders (the “Luther Burbank special meeting”), to be held at [●] [a.m.][p.m.], Pacific Time, on [●], [●], 2023 at Luther Burbank’s corporate headquarters located at 520 Third Street, 4th Floor, Santa Rosa, California 95401. At the Luther Burbank special meeting, Luther Burbank shareholders will be asked to consider and vote upon a proposal to approve the proposed merger agreement and the merger, a proposal to approve on a non-binding, advisory basis the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger and a proposal to adjourn the Luther Burbank special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Luther Burbank special meeting to approve the proposed merger agreement and the merger. Washington Federal will also hold a special meeting of shareholders to consider the issuance of shares of Washington Federal common stock, par value $1.00 per share (“Washington Federal common stock”), in connection with the merger. Washington Federal and Luther Burbank cannot complete the proposed merger unless Washington Federal’s shareholders vote to approve the issuance of shares of Washington Federal common stock in connection with the merger and Luther Burbank’s shareholders vote to approve the merger agreement and the merger. This letter is accompanied by the attached joint proxy statement/prospectus, which Luther Burbank’s board of directors (the “Luther Burbank board”) is providing to you to solicit your vote for the approval of the merger agreement and the merger, the approval, on a non-binding, advisory basis of the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger and the approval of the adjournment of the Luther Burbank special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Luther Burbank special meeting to approve the Luther Burbank merger proposal. We refer to this solicitation as the Luther Burbank proxy solicitation.

The implied value of the merger consideration to be paid to Luther Burbank is based on the exchange ratio of 0.3353 of a share of share of Washington Federal common stock for each share of Luther Burbank common stock. The implied value per share of Washington Federal common stock on [●], 2023, was $[●], which amount was based on the $[●] closing price per share of Washington Federal common stock on that date. The value of the merger consideration will fluctuate based on the market price of Washington Federal common stock. Consequently, the value of the merger consideration will not be known at the time you vote on the merger agreement. Based on the

current number of shares of Luther Burbank common stock outstanding and the Luther Burbank restricted stock and Luther Burbank restricted stock units described in “The Merger Agreement — Consideration to be Received in the Merger,” Washington Federal expects to issue approximately [●] shares of Washington Federal common stock in the aggregate upon completion of the merger. Washington Federal’s common stock is listed on the NASDAQ Global Select Market under the symbol “WAFD.” You should obtain current market quotations for the Washington Federal common stock. Luther Burbank’s common stock is traded on the NASDAQ Global Select Market under the symbol “LBC.” You should obtain current market quotations for the Luther Burbank common stock.

We expect the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Accordingly, Luther Burbank shareholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes on the exchange of shares of Luther Burbank common stock for Washington Federal common stock in the corporate merger, except with respect to any cash received by Luther Burbank shareholders (i) in lieu of fractional shares of Luther Burbank common stock or (ii) on account of any accrued dividends or dividend equivalents payable to certain directors and employees of Luther Burbank and its subsidiaries.

Based on the reasons for the merger described in the accompanying document, the Luther Burbank board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Luther Burbank and its shareholders. Accordingly, our board of directors has unanimously recommended that you vote “FOR” the proposal to approve the merger agreement and the merger, “FOR” the proposal to approve on a non-binding, advisory basis the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger and “FOR” the proposal to approve the adjournment of the Luther Burbank special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Luther Burbank special meeting to approve the Luther Burbank merger proposal. The accompanying joint proxy statement/prospectus describes the Luther Burbank special meeting, the merger agreement and related matters. In addition to being a proxy statement of Luther Burbank, this document also is the proxy statement for the solicitation of proxies from Washington Federal shareholders to vote to approve the issuance of shares of Washington Federal common stock in connection with the merger and is the prospectus of Washington Federal for the shares of its common stock that will be issued to the Luther Burbank shareholders in connection with the merger.

Your vote is very important. The merger cannot be completed unless the holders of a majority of the outstanding shares of Luther Burbank common stock entitled to vote at the Luther Burbank special meeting vote in favor of the proposal to approve the merger agreement and the merger. Whether or not you plan to attend the Luther Burbank special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by following the instructions to vote via the Internet or by telephone indicated on the proxy card.

We appreciate your continuing loyalty and support and, should you choose to attend, we look forward to seeing you at the Luther Burbank special meeting.

By Order of the Board of Directors

Simone F. Lagomarsino

President and Chief Executive Officer

Santa Rosa, California

[●], 2023

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Washington Federal common stock to be issued in the merger or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This joint proxy statement/prospectus is dated [●], 2023 and is being first mailed to Luther Burbank shareholders and Washington Federal shareholders on or about [●], 2023.

WASHINGTON FEDERAL, INC.

425 Pike Street

Seattle, Washington 98101

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on [●], 2023

To the Shareholders of Washington Federal, Inc.:

We will hold a special meeting of shareholders of Washington Federal, Inc. (“Washington Federal”) to be held virtually on [●] [●], 2023 at [●] [a.m.][p.m.] Pacific Time (the “Washington Federal special meeting”). To attend the special meeting online please visit www.virtualshareholdermeeting.com/[●]. The Washington Federal special meeting is being held for the following purposes:

Approval of the Issuance of Shares of Washington Federal Common Stock. To consider and vote upon a proposal to approve the issuance of shares of Washington Federal common stock to the shareholders of Luther Burbank Corporation (“Luther Burbank”) pursuant to an agreement and plan of reorganization (the “merger agreement”), dated as of November 13, 2022, by and between Washington Federal and Luther Burbank, pursuant to which Luther Burbank will merge with and into Washington Federal, with Washington Federal as the surviving institution (the “merger”) (such proposal, the “Washington Federal share issuance proposal”). A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part; and

Adjournment. To consider and vote upon a proposal to adjourn the Washington Federal special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Washington Federal special meeting to approve the Washington Federal share issuance proposal (the “Washington Federal adjournment proposal”).

No other business may be conducted at the Washington Federal special meeting.

We have fixed the close of business on [●], 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the Washington Federal special meeting. Only holders of Washington Federal common stock of record at the close of business on that date will be entitled to notice of and to vote at the Washington Federal special meeting or any adjournment or postponement of the special meeting.

The Washington Federal board of directors has unanimously approved the merger agreement and the transactions contemplated therein and has determined that the merger is in the best interests of Washington Federal and its shareholders, and unanimously has recommended that shareholders vote “FOR” approval of the Washington Federal share issuance proposal and “FOR” approval of the Washington Federal adjournment proposal.

If you have any questions concerning the merger or would like additional copies of the joint proxy statement/prospectus or need help voting your shares of Washington Federal common stock, please contact Cathy Cooper, Washington Federal’s Corporate Secretary, at (206) 624-7930.

Your vote is very important. Whether or not you plan to attend the Washington Federal special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope or vote via the Internet or by telephone pursuant to the instructions provided on the enclosed proxy card.

By Order of the Board of Directors

Brent J. Beardall

President and Chief Executive Officer

Seattle, Washington

[●], 2023

LUTHER BURBANK CORPORATION

520 Third St, 4th Floor

Santa Rosa, California 95401

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on [●], 2023

To the Shareholders of Luther Burbank Corporation:

We will hold a special meeting of shareholders of Luther Burbank Corporation (“Luther Burbank”), at [●] [a.m.][p.m.], Pacific Time, on [●], [●], 2023 at Luther Burbank’s corporate headquarters located at 520 Third Street, 4th Floor, Santa Rosa, California 95401 (the “Luther Burbank special meeting”), for the following purposes:

Approval of the Merger Agreement and Merger. To consider and vote upon a proposal to approve the agreement and plan of reorganization (the “merger agreement”), dated as of November 13, 2022, by and between Washington Federal, Inc. (“Washington Federal”) and Luther Burbank, pursuant to which Luther Burbank will merge with and into Washington Federal, with Washington Federal as the surviving institution (the “merger”), and the merger (such proposal, the “Luther Burbank merger proposal”). A copy of the merger agreement is attached as Appendix A to the accompanying joint proxy statement/prospectus of which this notice is a part;

Merger-Related Compensation. To consider and vote, on a non-binding, advisory basis, upon a proposal to approve of the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger (the “Luther Burbank compensation proposal”); and

Adjournment. To consider and vote upon a proposal to adjourn the Luther Burbank special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Luther Burbank special meeting to approve the Luther Burbank merger proposal (the “Luther Burbank adjournment proposal”).

No other business may be conducted at the Luther Burbank special meeting.

We have fixed the close of business on [●], 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the Luther Burbank special meeting. Only holders of Luther Burbank common stock of record at the close of business on that date will be entitled to notice of and to vote at the Luther Burbank special meeting or any adjournment or postponement of the special meeting.

The Luther Burbank board of directors has unanimously approved the merger agreement and the transactions contemplated therein. Based on Luther Burbank’s reasons for the merger described in the attached joint proxy statement/prospectus, the Luther Burbank board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Luther Burbank and its shareholders, and unanimously has recommended that shareholders vote “FOR” approval of the Luther Burbank merger proposal, “FOR” approval of the Luther Burbank compensation proposal and “FOR” approval of the Luther Burbank adjournment proposal.

If you have any questions concerning the merger or would like additional copies of the joint proxy statement/prospectus or need help voting your shares of Luther Burbank common stock, please contact Simone Lagomarsino, Luther Burbank’s President and Chief Executive Officer or Laura Tarantino, Luther Burbank’s Executive Vice President and Chief Financial Officer, at (844) 446-8201.

Your vote is very important. Whether or not you plan to attend the Luther Burbank special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope or vote via the Internet or by telephone pursuant to the instructions provided on the enclosed proxy card.

By Order of the Board of Directors

Simone F. Lagomarsino

President and Chief Executive Officer

Santa Rosa, California

[●], 2023

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Washington Federal, Inc. (“Washington Federal”) and Luther Burbank Corporation (“Luther Burbank”) from documents filed with the Securities and Exchange Commission (the “SEC”), that are not included in or delivered with this joint proxy statement/prospectus. This information is available without charge upon your written or oral request. You can obtain any of the documents filed with or furnished to the SEC at no cost from the SEC’s website at www.sec.gov or by requesting them in writing, by email or by telephone, at the appropriate address below:

if you are a Washington Federal shareholder:

Washington Federal, Inc.

425 Pike Street

Seattle, Washington 98101

Attn: Investor Relations

(206) 624-7930

if you are a Luther Burbank shareholder:

Luther Burbank Corporation

520 Third Street, 4th Floor

Santa Rosa, CA 95401

Attn: Investor Relations

(844) 446-8201

If you are a Luther Burbank shareholder, please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates. You will not be charged for any of the above referenced documents that are incorporated by reference in this document that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of Washington Federal common stock requesting documents must do so by [●], 2023, in order to receive them before the Washington Federal special meeting, and holders of Luther Burbank common stock requesting documents must do so by [●], 2023, in order to receive them before the Luther Burbank special meeting.

All website addresses given in this joint proxy statement/prospectus are for information only and are not intended to be an active link or to incorporate any website information into this joint proxy statement/prospectus.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2023, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of the date of the document that includes such information. Neither the mailing of this joint proxy statement/prospectus to Washington Federal or Luther Burbank shareholders nor the issuance by Washington Federal of shares of Washington Federal common stock in connection with the merger will create any implication to the contrary.

Please note that copies of this joint proxy statement/prospectus provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into this joint proxy statement/prospectus.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding Washington Federal has been provided by Washington Federal and information contained in this joint proxy statement/prospectus regarding Luther Burbank has been provided by Luther Burbank.

See the section entitled “Where You Can Find More Information” beginning on page 149.

TABLE OF CONTENTS


QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS			1
SUMMARY			11
RISK FACTORS			25
Risks Related To The Merger			25
Risks Related to Washington Federal and Washington Federal’s Business			32
Risks Related to Luther Burbank and Luther Burbank’s Business			33
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			34
THE WASHINGTON FEDERAL SPECIAL MEETING			36
The Washington Federal Special Meeting			36
Time, Date and Place of the Meeting			36
Matters To Be Considered			36
Recommendation of the Washington Federal Board			36
Shares Outstanding and Entitled to Vote; Record Date			36
Voting Your Shares of Washington Federal Common Stock			37
Proxy Revocation Procedures			37
Voting of Proxies			38
Broker Non-Votes			38
Quorum			38
Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote			38
Delivery of Proxy Materials			39
Proxy Solicitation			39
Attending the Washington Federal Special Meeting			39
Adjournments and Postponements			40
Other Matters to Come Before the Washington Federal Special Meeting			40
Questions and Additional Information			40
WASHINGTON FEDERAL PROPOSALS			41
Proposal 1: The Washington Federal Share Issuance Proposal			41
Proposal 2: The Washington Federal Adjournment Proposal			41
THE LUTHER BURBANK SPECIAL MEETING			42
The Luther Burbank Special Meeting			42
Time, Date and Place of the Meeting			42
Matters to Be Considered			42
Recommendation of the Luther Burbank Board			42
Shares Outstanding and Entitled to Vote; Luther Burbank Record Date			42
Voting Your Shares of Luther Burbank Common Stock			43
Revocation of Proxies			43
Voting of Proxies			44
Broker Non-Votes			44
Quorum			44
Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote			45
Shares of Luther Burbank Common Stock Subject to Shareholder Agreements			45
Delivery of Proxy Materials			46
Solicitation of Proxies			46
Attending the Luther Burbank Special Meeting			46
Adjournments and Postponements			46
Other Matters to Come Before the Luther Burbank Special Meeting			47
Questions and Additional Information			47
LUTHER BURBANK PROPOSALS			48
Proposal 1: The Luther Burbank Merger Proposal			48
Proposal 2: The Luther Burbank Compensation Proposal			48


Proposal 3: The Luther Burbank Adjournment Proposal			48
INFORMATION ABOUT THE COMPANIES			50
Washington Federal			50
Luther Burbank Corp.			50
THE MERGER			51
General			51
Structure of the Merger			51
Background of the Merger			51
Recommendation of the Washington Federal Board and Reasons of Washington Federal for the Merger			56
Opinion of Washington Federal’s Financial Advisor			58
Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger			73
Opinion of Luther Burbank’s Financial Advisor			77
Summary of Proposed Merger Consideration and Implied Transaction Metrics.			81
Stock Trading History.			81
Comparable Company Analyses.			82
Analysis of Precedent Transactions			85
Net Present Value Analyses.			86
Pro Forma Transaction Analysis			88
Piper Sandler’s Relationship			89
Interests of Certain Luther Burbank Officers and Directors in the Merger			89
Stock Ownership			89
Treatment of Luther Burbank Restricted Stock and Luther Burbank Restricted Stock Units			89
Appointment of the Luther Burbank Nominees to the Boards of Directors of Washington Federal and WaFd Bank			90
Payments Upon Termination or a Change in Control			91
Golden Parachute Compensation			94
Indemnification			95
Board of Directors and Officers of Washington Federal and WaFd Bank After the Merger			96
Regulatory Approvals Required for the Merger			96
Accounting Treatment of the Merger			97
Stock Exchange Listings			97
No Appraisal or Dissenters’ Rights in the Merger			97
Shareholder Agreements			98
THE MERGER AGREEMENT			100
Explanatory Note Regarding the Merger Agreement			100
Structure of the Merger			100
Consideration to be Received in the Merger			101
Treatment of Luther Burbank Restricted Stock and Luther Burbank Restricted Stock Units			101
Effective Time and Completion of the Merger			102
Procedures for Exchanging Shares of Luther Burbank Common Stock			102
Representations and Warranties			104
Covenants and Agreements			104
Assumption of Luther Burbank Debt Obligations			111
Recommendation of the Luther Burbank Board and the Washington Federal Board			111
No Solicitation			112
Conditions to Completion of the Merger			113
Termination of the Merger Agreement			116
Effect of Termination			117
Termination Fee			117
Expenses			118
Amendment of the Merger Agreement			118
Governing Law			118


MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			119
U.S. Federal Income Tax Consequences of the Merger Generally			120
Cash Received In Lieu of a Fractional Share of Washington Federal Common Stock			121
Cash Received on Account of Accrued Dividends or Dividend Equivalents Payable Pursuant to the Terms of the LBC Restricted Stock or LBC Restricted Stock Unit			121
Information Reporting and Backup Withholding			122
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			123
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET			124
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS			125
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			127
DESCRIPTION OF WASHINGTON FEDERAL CAPITAL STOCK			133
Washington Federal Common Stock			133
Washington Federal Preferred Stock			133
Dividends			134
Anti-Takeover Considerations			134
Transfer Agent			134
COMPARISON OF THE RIGHTS OF SHAREHOLDERS			135
Authorized Capital Stock			135
Issuance of Capital Stock			136
Voting Rights			136
Number and Election of Directors			137
Classes of Directors			137
Removal of Directors			137
Removal of Officers			138
Limitation of Personal Liability of Officers and Directors			138
Indemnification of Directors and Officers			139
Amendments to Articles of Incorporation and Bylaws			140
Notice of Shareholder Meetings			140
Special Shareholder Meetings			141
Shareholder Nominations and Shareholder Proposals			141
Shareholder Action by Written Consent			142
Transactions with Related Persons, Share Re-classifications and Re-capitalizations			143
Dividends			143
Shareholders’ Rights of Dissent and Appraisal			144
Fiscal Year			144
Anti-Takeover Provisions and Other Shareholder Protections			145
Forum Selection Bylaw			145
LEGAL MATTERS			147
EXPERTS			147
HOUSEHOLDING			147
DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS			147
Washington Federal			147
Luther Burbank			148
WHERE YOU CAN FIND MORE INFORMATION			149

APPENDIX A AGREEMENT AND PLAN OF REORGANIZATION
APPENDIX B OPINION OF KEEFE, BRUYETTE & WOODS, INC.
APPENDIX C OPINION OF PIPER SANDLER & CO.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following are some of the questions that you, as a shareholder of Washington Federal or Luther Burbank, may have regarding the merger, and the special meetings of Washington Federal and Luther Burbank, and brief answers to those questions. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this document, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this document. We urge you to read this document in its entirety because the information in this section does not provide all of the information that may be important to you with respect to the merger and the special meetings of Washington Federal and Luther Burbank. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 149.

Q1:

Why am I receiving this joint proxy statement/prospectus?

A1:

You are receiving this joint proxy statement/prospectus because Washington Federal, Inc. (“Washington Federal”) and Luther Burbank Corporation (“Luther Burbank”) have entered into an agreement and plan of reorganization, dated as of November 13, 2022 (the “merger agreement”), pursuant to which, and subject to the terms and conditions therein, Luther Burbank will merge with and into Washington Federal, with Washington Federal as the surviving institution (the “merger”). Promptly following the completion of the merger, Luther Burbank Savings (“LB Savings”) will merge with and into Washington Federal Bank, doing business as WaFd Bank (“WaFd Bank”), with WaFd Bank as the surviving bank (the “bank merger”).

A copy of the merger agreement is attached as Appendix A to this document. In this joint proxy statement/prospectus, we refer to the closing of the merger as the “closing” and the date on which the closing occurs as the “closing date.”

In order to complete the merger, among other things:

•

Luther Burbank shareholders must approve (such approval, the “requisite Luther Burbank shareholder approval”) the merger agreement and the merger (the “Luther Burbank merger proposal”); and

•

Washington Federal shareholders must approve (such approval, the “requisite Washington Federal shareholder approval”) a proposal to approve the issuance of shares of Washington Federal common stock, par value $1.00 per share (the “Washington Federal common stock”), that will comprise the merger consideration pursuant to the merger agreement (the “Washington Federal share issuance proposal”).

In addition, Washington Federal shareholders will also be asked to approve a proposal to adjourn the special meeting of Washington Federal shareholders (the “Washington Federal special meeting”), if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Washington Federal special meeting to approve the Washington Federal share issuance proposal (the “Washington Federal adjournment proposal”).

Luther Burbank shareholders will also be asked (i) to approve, on a non-binding, advisory basis, the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger (the “Luther Burbank compensation proposal”), and (ii) to approve a proposal to adjourn the special meeting of Luther Burbank shareholders (the “Luther Burbank special meeting”), if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Luther Burbank special meeting to approve the Luther Burbank merger proposal (the “Luther Burbank adjournment proposal”).

This document is also a prospectus that is being delivered to Luther Burbank shareholders because, pursuant to the merger agreement, Washington Federal is offering shares of Washington Federal common stock to Luther Burbank shareholders.

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Washington Federal and Luther Burbank special meetings, and about the special meetings themselves. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your special meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Q2:

Will Luther Burbank shareholders be able to trade the Washington Federal common stock that they receive in the merger?

A2:

Yes. The Washington Federal common stock to be issued in the merger to Luther Burbank shareholders will be listed on the NASDAQ Global Select Market (the “NASDAQ”) under the symbol “WAFD.” Unless you are deemed an “affiliate” of Washington Federal after the merger is completed, you may sell the shares of Washington Federal common stock you receive in the merger without restriction.

Q3:

What is the vote required to approve each proposal?

A3:

Washington Federal Proposal 1—The Washington Federal Share Issuance Proposal. Approval of the Washington Federal share issuance proposal requires the affirmative vote, virtually or by proxy, of the majority of the votes cast at the Washington Federal special meeting. If you fail to submit a proxy or vote at the Washington Federal special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the share issuance proposal, it will have no effect on such proposal.

Washington Federal Proposal 2—The Washington Federal Adjournment Proposal. Approval of the Washington Federal adjournment proposal requires the affirmative vote, virtually or by proxy, of the majority of the votes cast at the Washington Federal special meeting. If you fail to submit a proxy or vote at the Washington Federal meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the share issuance proposal, it will have no effect on such proposal.

Luther Burbank Proposal 1—The Luther Burbank Merger Proposal. Approval of the Luther Burbank merger proposal requires the affirmative vote of the holders of at a majority of the outstanding shares of Luther Burbank common stock, no par value per share (“Luther Burbank common stock”), entitled to vote at the Luther Burbank special meeting. If you fail to submit a proxy or to vote in person at the Luther Burbank special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the Luther Burbank merger proposal, it will have the same effect as a vote “AGAINST” the Luther Burbank merger proposal.

Luther Burbank Proposal 2—The Luther Burbank Compensation Proposal. Approval of the Luther Burbank compensation proposal requires the affirmative vote of a majority of shares of Luther Burbank common stock entitled to vote represented in person or by proxy and voting at the Luther Burbank special meeting (assuming a quorum is present). If you fail to submit a proxy or vote in person at the Luther Burbank special meeting, or fail to instruct your bank, broker or other nominee with respect to the compensation proposal, it will have no effect on such proposal (assuming a quorum is present). If you mark “ABSTAIN” on your proxy with respect to the compensation proposal, it will have the same effect as a vote “AGAINST” the Luther Burbank compensation proposal.

The Luther Burbank compensation proposal is advisory, and therefore not binding on Luther Burbank, the Luther Burbank board of director’s compensation committee or the Luther Burbank board of directors (the “Luther Burbank board”). Further, the arrangements are contractual in nature and not, by their terms, subject to Luther Burbank shareholder approval. Accordingly, regardless of the outcome of the Luther Burbank compensation proposal, if the merger is completed, Luther Burbank’s named executive officers may be or become entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

Luther Burbank Proposal 3—The Luther Burbank Adjournment Proposal. Approval of the Luther Burbank adjournment proposal requires the affirmative vote of a majority of shares of Luther Burbank

common stock entitled to vote represented in person or by proxy and voting at the Luther Burbank special meeting. If you fail to submit a proxy or vote in person at the Luther Burbank special meeting, or fail to instruct your bank, broker or other nominee with respect to the Luther Burbank adjournment proposal, it will have no effect on such proposal. If you mark “ABSTAIN” on your proxy with respect to the Luther Burbank adjournment proposal, it will have the same effect as a vote “AGAINST” the Luther Burbank adjournment proposal.

Q4:

What will Luther Burbank shareholders receive in the merger?

A4:

Luther Burbank shareholders will receive, in exchange for each share of Luther Burbank common stock they hold (subject to certain exceptions set forth in the merger agreement), 0.3353 shares of Washington Federal common stock (the “merger consideration”), as further described in “The Merger Agreement — Consideration to be Received in the Merger” beginning on page 101. Washington Federal will not issue any fractional shares of Washington Federal common stock in the merger. Instead, Luther Burbank shareholders who would otherwise be entitled to a fractional share of Washington Federal common stock in the merger will instead receive an amount in cash (rounded to the nearest whole cent) determined by multiplying the average closing price per share of Washington Federal common stock, as reported on the NASDAQ, for the 20 trading days ending on and including the fifth trading day prior to the closing date (the “Washington Federal average share price”) by the fraction of a share (after taking into account all certificates representing Luther Burbank common stock and shares of Luther Burbank common stock held in book-entry form delivered by such shareholders) of Washington Federal common stock that such Luther Burbank shareholder would otherwise be entitled to receive.

Q5:

What will Washington Federal shareholders receive in the merger?

A5:

Washington Federal shareholders will not receive any consideration in the merger, and their shares of Washington Federal common stock will remain outstanding and will constitute shares of the combined company following the merger. Following the merger, shares of Washington Federal common stock will continue to be traded on the NASDAQ.

Q6:

Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

A6:

Yes. Although the number of shares of Washington Federal common stock that Luther Burbank shareholders will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the effective time of the merger based upon the market value of shares of Washington Federal common stock. Any fluctuation in the market price of Washington Federal common stock after the date of this joint proxy statement/prospectus will change the value of the shares of Washington Federal common stock that Luther Burbank shareholders will receive. Neither Washington Federal nor Luther Burbank is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of Washington Federal common stock or Luther Burbank common stock.

Q7:

Why is my vote important?

A7:

The merger cannot be completed unless the Washington Federal shareholders approve the Washington Federal share issuance proposal and the Luther Burbank shareholders approve the Luther Burbank merger proposal, which are the only applicable Washington Federal and Luther Burbank shareholder proposals necessary to complete the merger. Information about the Washington Federal special meeting and the Luther Burbank special meeting, the merger, and other matters to be considered by shareholders of each of Washington Federal and Luther Burbank is contained in this document.

Each director and certain executive officers of Luther Burbank who own shares of Luther Burbank common stock, reflecting an aggregate of approximately [●]% of the outstanding Luther Burbank common stock as of the close of business on [●], 2023, the record date for the Luther Burbank special meeting (the “Luther Burbank record date”), entered into a shareholder agreement with Luther Burbank and Washington Federal (collectively, the “shareholder agreements”) pursuant to which he or she agreed,

among other things, to vote all shares of Luther Burbank common stock beneficially owned by him or her in favor of adoption and approval of the merger, the merger agreement and the transactions contemplated by the merger agreement at any meeting of the shareholders of Luther Burbank, subject to certain conditions set forth therein.

Q8:

Why must the Washington Federal shareholders approve the issuance of shares of Washington Federal common stock in connection with the merger (i.e. the Washington Federal share issuance proposal)?

A8:

The Washington Federal shareholders are required to approve the issuance of shares of the Washington Federal common stock in connection with the merger, which is estimated to equate to approximately 21% of Washington Federal’s issued and outstanding shares of common stock following the completion of the merger, because Washington Federal is listed on the NASDAQ and is subject to the NASDAQ listing rules. Because Washington Federal will issue in excess of 20% of its outstanding shares of common stock to the Luther Burbank shareholders in connection with the merger, under the NASDAQ listing rules, the shareholders of Washington Federal are required to approve the issuance of shares of Washington Federal common stock in connection with the merger. The merger cannot be completed unless the Washington Federal shareholders approve the Washington Federal share issuance proposal.

Q9:

Why am I being asked to consider and vote on a proposal to approve on a non-binding, advisory basis, the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger (i.e. the Luther Burbank compensation proposal)?

A9:

Under Securities and Exchange Commission (the “SEC”) rules, Luther Burbank is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to Luther Burbank’s named executive officers that is based on or otherwise relates to the merger, or “golden parachute” compensation.

Q10:

What happens if Luther Burbank shareholders do not approve, by a non-binding, advisory vote, the Luther Burbank compensation proposal?

A10:

The vote on the proposal to approve the Luther Burbank compensation proposal is separate and apart from the votes to approve the other proposals being presented at the Luther Burbank special meeting. Because the vote on the proposal to approve the merger-related executive compensation is advisory in nature only, it will not be binding upon Luther Burbank or Washington Federal. Accordingly, the merger-related compensation will be paid to Luther Burbank’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and other contractual arrangements even if Luther Burbank shareholders do not approve the proposal to approve the merger-related executive compensation.

Q11:

What are the recommendations of the boards of directors of Washington Federal and Luther Burbank?

A11:

The Washington Federal board of directors (the “Washington Federal board”) had determined that the merger is in the best interests of Washington Federal and its shareholders and unanimously recommends a vote “FOR” approval of the Washington Federal share issuance proposal and “FOR” approval of the Washington Federal adjournment proposal.

See the section entitled “The Merger — Recommendation of the Washington Federal Board and Reasons of Washington Federal for the Merger” beginning on page 56 for a more detailed discussion of the Washington Federal board’s recommendation and reasons therefor.

and unanimously recommends a vote “FOR” approval of the Luther Burbank merger proposal, “FOR” approval of the Luther Burbank compensation proposal and “FOR” approval of the Luther Burbank adjournment proposal.

See the section entitled “The Merger — Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger” beginning on page 73 for a more detailed discussion of the Luther Burbank board’s recommendations and reasons therefor. In addition, certain of Luther Burbank’s officers and directors have financial interests in the transactions contemplated by the merger agreement that are different from, or in addition to, the interests of Luther Burbank’s shareholders. These interests are described in more detail in the section entitled “The Merger — Interests of Certain Luther Burbank Officers and Directors in the Merger” beginning on page 89.

Q12:

Do I have dissenters’ or appraisal rights with respect to the merger?

A12:	No. The holders of Luther Burbank common stock do not have the right to dissent from the merger and assert dissenters’ or appraisal rights.

Under the California General Corporation Law, (the “CGCL”) shareholders are generally entitled to dissent from a merger or consolidation and obtain payment of the fair value of their shares when a merger or consolidation occurs. However, the CGCL provides that appraisal rights are not available for shares that are listed on a national securities exchange where the merger consideration is stock of a publicly-traded corporation. Luther Burbank’s common stock is traded on a national security exchange and the merger consideration, comprised of Washington Federal’s common stock, is also traded on a national securities exchange. As such, Luther Burbank’s shareholders are not entitled to appraisal rights.

Q13:

Are there any risks that should be considered in deciding whether to vote for the matters required to be voted on by the respective shareholders of Washington Federal and Luther Burbank?

A13:	Yes. Set forth under the section entitled “Risk Factors,” beginning on page 25, are a number of risk factors that each of the shareholders of Washington Federal and Luther Burbank should consider carefully.

Q14:

When do you expect to complete the merger?

A14:

We are working to complete the merger as early as the quarter ending September 30, 2023. We must first obtain the necessary regulatory approvals, the requisite Washington Federal shareholder approval and the requisite Luther Burbank shareholder approval and other conditions to the consummation of the merger must be satisfied. In the event of delays, the date for completing the merger can occur as late as November 30, 2023 (which may be extended to February 29, 2024 by either Washington Federal or Luther Burbank by written notice to the other party if all regulatory approvals have not been obtained but all other conditions to closing have been satisfied or waived (other than conditions that by their nature are to be satisfied at the closing and are capable of being satisfied by such date)), after which Luther Burbank and Washington Federal would need to mutually agree to extend the closing date of the merger. We cannot assure you as to if and when all the conditions to the merger will be met nor can we predict the exact timing. It is possible we will not complete the merger.

Q15:

If the merger is completed, when can Luther Burbank shareholders expect to receive the merger consideration?

A15:	Promptly following completion of the merger, Washington Federal will mail to each former Luther Burbank shareholder of record written instructions detailing how its shareholders of record can exchange their shares of Luther Burbank common stock for shares of Washington Federal common stock.

Q16:

How will my rights as a Luther Burbank shareholder differ following the merger?

A16:	Following the closing of the merger, shareholders of Luther Burbank will receive shares of Washington Federal common stock in exchange for their shares of Luther Burbank common stock and become shareholders of Washington Federal, and their rights as shareholders of Washington Federal will be

governed by Washington Federal’s restated articles of incorporation, as amended (the “Washington Federal articles”), and Washington Federal’s amended and restated bylaws (the “Washington Federal bylaws”). The rights associated with Luther Burbank common stock are different from the rights associated with Washington Federal common stock. See the section entitled “Comparison of the Rights of Shareholders” beginning on page 135.

Q17:

What happens if the merger is not completed?

A17:

If the merger is not completed, holders of Luther Burbank common stock will not receive any consideration for their shares of Luther Burbank common stock in connection with the merger. Instead, Luther Burbank will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ. In addition, if the merger agreement is terminated in certain circumstances, Luther Burbank may be required to pay a termination fee. See the sections entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 116 and “The Merger Agreement — Termination Fee” beginning on page 117 for a complete discussion of the circumstances under which a termination fee will be required to be paid.

Q18:

What are the material U.S. federal income tax consequences of the merger to me?

A18:

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes, and it is a condition to our respective obligations to complete the merger that each of Washington Federal and Luther Burbank receives a legal opinion to the effect that the merger will so qualify. Accordingly, assuming that the merger so qualifies as a reorganization, Luther Burbank shareholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes on the exchange of Luther Burbank common stock for Washington Federal common stock in the merger, except for any gain or loss that may result from the receipt of cash (i) in lieu of a fractional share of Washington Federal common stock or (ii) on account of accrued dividends or dividend equivalents payable to certain directors and employees of Luther Burbank and its subsidiaries. You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.

For further information concerning U.S. federal income tax consequences of the merger, see the section entitled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 119.

Q19:

What do I need to do now?

A19:

Read and consider the information contained in this joint proxy statement/prospectus, including the appendices, carefully and then please submit as soon as possible either your Washington Federal proxy, in the case of Washington Federal shareholders, or your Luther Burbank proxy, in the case of Luther Burbank shareholders.

Q20:

What is a “broker non-vote”?

A20:

Banks, brokers, trustees and other nominees who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers, trustees and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner.

each of the Washington Federal special meeting and the Luther Burbank special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Washington Federal special meeting or the Luther Burbank special meeting. If your bank, broker, trustee or other nominee holds your shares of Washington Federal common stock or Luther Burbank common stock in “street name,” such entity will vote your shares of Washington Federal common stock or Luther Burbank common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

If you are a beneficial owner of Washington Federal common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of Washington Federal common stock:

•

Washington Federal share issuance proposal: your bank, broker, trustee or other nominee may not vote your shares on the Washington Federal share issuance proposal, which broker non-votes, if any, will have no effect on such proposal; and

•

Washington Federal adjournment proposal: your bank, broker, trustee or other nominee may not vote your shares on the Washington Federal adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal.

If you are a beneficial owner of Luther Burbank common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of Luther Burbank common stock:

•

Luther Burbank merger proposal: your bank, broker, trustee or other nominee may not vote your shares on the Luther Burbank merger proposal, which broker non-votes, if any, will have the same effect as a vote “AGAINST” such proposal;

•

Luther Burbank compensation proposal: your bank, broker, trustee or other nominee may not vote your shares on the Luther Burbank compensation proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal; and

•

Luther Burbank adjournment proposal: your bank, broker, trustee or other nominee may not vote your shares on the Luther Burbank adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal.

Q21:

If I am a holder of Luther Burbank common stock in certificated form, should I send in my Luther Burbank stock certificates now?

A21:

No. Please do not send in your Luther Burbank stock certificates with your proxy. After completion of the merger, Broadridge Corporate Issuer Solutions, Inc., as the exchange agent under the merger agreement (the “exchange agent”), will send you instructions for exchanging Luther Burbank stock certificates for the merger consideration. See the section entitled “The Merger Agreement — Procedures for Exchanging Shares of Luther Burbank Common Stock — Exchange Procedures” beginning on page 102.

Q22:

What should I do if I hold my shares of Luther Burbank common stock in book-entry form?

A22:

You are not required to take any special additional actions if your shares of Luther Burbank common stock are held in book-entry form. After the completion of the merger, the exchange agent will send you instructions for converting your book entry shares for the merger consideration. See the section entitled “The Merger Agreement — Procedures for Exchanging Shares of Luther Burbank Common Stock — Exchange Procedures” beginning on page 102.

Q23:

What do I do if I receive more than one joint proxy statement/prospectus or set of voting instructions?

A23:

Washington Federal shareholders and Luther Burbank shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Washington Federal common stock

or Luther Burbank common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Washington Federal common stock or Luther Burbank common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Washington Federal common stock and Luther Burbank common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Washington Federal common stock and/or Luther Burbank common stock that you own.

Q24:

Whom should I contact with questions or to obtain additional copies of this document?

A24:	If you are a holder of Washington Federal common stock and you have any questions concerning the merger or this joint proxy statement/prospectus, or you would like additional copies of this document, please contact MacKenzie Partners, Inc., Washington Federal’s proxy solicitor at 1-800-322-2885.

If you are a holder of Luther Burbank common stock and you have any questions concerning the merger or this joint proxy statement/prospectus, please contact Ms. Simone Lagomarsino, Luther Burbank’s President and Chief Executive Officer, at (310) 606-8970. If you are a holder of Luther Burbank common stock and you would like additional copies of this document, please contact (i) Investor Relations, Luther Burbank, at 520 Third Street, 4th floor, Santa Rosa, CA 95401, (ii) e-mail investorrelations@lbsavings.com, or (iii) call (844) 446-8201.

In addition, you can find more information about Washington Federal and Luther Burbank from the various sources described under the section entitled “Where You Can Find More Information” beginning on page 149.

THE WASHINGTON FEDERAL SPECIAL MEETING

Q25:

When and where is the Washington Federal special meeting?

A25:	The Washington Federal special meeting will be held virtually live via the internet on [●], [●], 2023 at [●] [a.m.][p.m.] Pacific Time. To attend the special meeting online please visit www.virtualshareholdermeeting.com/[●].

Q26:

Who is entitled to vote at the Washington Federal special meeting?

A26:

Washington Federal shareholders of record at the close of business on [●], 2023, the record date for the Washington Federal special meeting (the “Washington Federal record date”), are entitled to receive notice of and to vote on matters that come before the special meeting and any adjournments or postponements of the special meeting. However, a Washington Federal shareholder may only vote his or her shares if he or she is present virtually or is represented by proxy at the Washington Federal special meeting. As of the close of business on the Washington Federal record date, there were [●] issued and outstanding shares of Washington Federal common stock.

Q27:

How many votes do shareholders of Washington Federal have?

A27:

Each share of Washington Federal common stock that you own as of the Washington Federal record date entitles you to one vote. As of the close of business on the Washington Federal record date, there were [●] outstanding shares of Washington Federal common stock. As of that date, [●]% of the outstanding shares of Washington Federal common stock was held by directors and executive officers of Washington Federal and their respective affiliates.

Q28:

What constitutes a quorum at the Washington Federal special meeting?

A28:	The presence, virtually or by proxy, of the holders of a majority of the shares entitled to vote at the Washington Federal special meeting constitutes a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, or if you vote virtually at the special meeting.

Q29:

If my shares of Washington Federal common stock are held in street name by my broker, will my broker automatically vote my shares for me?

A29:

No. Your bank, broker or other nominee will not be able to vote shares held by it in street name on your behalf without instructions from you. You should instruct your bank, broker or other nominee to vote your shares by following the directions your bank, broker or other nominee provides to you. Regardless of the number of shares you hold we urge you to have your voice heard in this important decision regarding your investment. Please vote your shares today.

Q30:

Can I attend the virtual Washington Federal special meeting and vote my shares at the meeting?

A30:	Yes. While not required to, all Washington Federal shareholders are invited to attend the Washington Federal special meeting virtually. If you are a shareholder of record, your virtual control number will be on your proxy card.

Q31:

Can I change my vote after I have mailed my signed proxy card?

A31:	Yes. If you are a holder of record of Washington Federal common stock, you may revoke your proxy at any time before it is voted by:

•

signing and returning a proxy card with a later date;

•

delivering a written revocation to Washington Federal’s corporate secretary at Washington Federal, Inc. Attn: Corporate Secretary, 425 Pike Street, Seattle WA, 98101;

•

attending the virtual Washington Federal special meeting and voting during the meeting by visiting www.virtualshareholdermeeting.com/[●] and following the instructions, and any earlier proxy will be revoked; or

•

voting by telephone or the internet at a later time but prior to the Washington Federal special meeting.

Attendance at the virtual Washington Federal special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by Washington Federal after the vote is taken at the Washington Federal special meetings will not affect your previously submitted proxy.

If your shares are held in “street name” through a bank or broker, you should contact your bank or broker to change your voting instructions.

Q32:

What if I return my proxy but do not mark it to show how I am voting?

A32:	If your proxy card is signed and returned without specifying your choice, your shares will be voted in favor of approval of both the Washington Federal share issuance proposal and the Washington Federal adjournment proposal in accordance with the recommendation of the Washington Federal board.

THE LUTHER BURBANK SPECIAL MEETING

Q33:

When and where is the Luther Burbank special meeting?

A33:	The Luther Burbank special meeting will be held at [●] [a.m.] [p.m.], Pacific Time, on [●], [●], 2023 at Luther Burbank’s corporate headquarters located at 520 Third Street, 4th Floor, Santa Rosa, California 95401.

Q34:

Who is entitled to vote at the Luther Burbank special meeting?

A34:

Luther Burbank shareholders of record at the close of business on the Luther Burbank record date, are entitled to receive notice of and to vote on matters that come before the Luther Burbank special meeting and any adjournments or postponements of the Luther Burbank special meeting. However, a Luther Burbank shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the Luther Burbank special meeting. As of the close of business on the Luther Burbank record date, there were [●] issued and outstanding shares of Luther Burbank common stock.

Q35:

How many votes do shareholders of Luther Burbank have?

A35:

Each share of Luther Burbank common stock that you own as of the Luther Burbank record date entitles you to one vote. As of the close of business on the Luther Burbank record date, there were [●] outstanding shares of Luther Burbank common stock. As of that date, [●]% of the outstanding shares of Luther Burbank common stock was held by directors and executive officers of Luther Burbank and their respective affiliates.

Q36:

What constitutes a quorum at the Luther Burbank special meeting?

A36:

The presence of the holders of a majority of the shares entitled to vote at the Luther Burbank special meeting constitutes a quorum. Presence may be in person or by proxy. You will be considered part of the quorum if you return a signed and dated proxy card, or if you vote in person at the special meeting.

Q37:

If my shares of Luther Burbank common stock are held in street name by my broker, will my broker automatically vote my shares for me?

A37:	No. Your bank, broker or other nominee will not be able to vote shares held by it in street name on your behalf without instructions from you. You should instruct your bank, broker or other nominee to vote your shares by following the directions your bank, broker or other nominee provides to you.

Q38:

Can I attend the Luther Burbank special meeting and vote my shares in person?

A38:

Yes. While not required to, all Luther Burbank shareholders are invited to attend the Luther Burbank special meeting. Shareholders of record can vote in person at the Luther Burbank special meeting. If your shares are held in street name, then you are not the shareholder of record and you must bring a legal proxy from your broker, bank or other nominee confirming that you are the beneficial owner of the shares in order to vote in person at the applicable special meeting.

Q39:

Can I change my vote after I have mailed my signed proxy card?

A39:	Yes. If you are a holder of record of Luther Burbank common stock, you may revoke your proxy at any time before it is voted by:

•

signing and returning a proxy card with a later date;

•

delivering a written revocation to Luther Burbank’s at Luther Burbank Corporation, 520 Third Street, 4th floor, Santa Rosa, CA 95401; Attention: Corporate Secretary;

•

attending the Luther Burbank special meeting, in person and voting by ballot at the special meeting; or

•

voting by telephone or the internet at a later time but prior to the Luther Burbank special meeting.

Attendance at the Luther Burbank special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by Luther Burbank after the vote is taken at the Luther Burbank special meetings will not affect your previously submitted proxy.

If your shares are held in “street name” through a bank or broker, you should contact your bank or broker to change your voting instructions.

Q40:

What if I return my proxy but do not mark it to show how I am voting?

A40:

If your proxy card is signed and returned without specifying your choice, your shares will be voted in favor of approval of the Luther Burbank merger proposal, the Luther Burbank compensation proposal and the Luther Burbank adjournment proposal in accordance with the recommendation of the Luther Burbank board.

Q41:

Whom may I contact if I cannot locate my Luther Burbank common stock certificate(s)?

A41:

If you cannot locate your certificates representing shares of Luther Burbank stock and believe them to be lost, stolen or destroyed, please follow the instructions in the letter of transmittal you will receive from the exchange agent dealing with lost, stolen or destroyed certificates. You will then be provided with an affidavit or lost stock certificates to complete and return to the exchange agent.

SUMMARY

This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we reference for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference certain important business and financial information about each of Washington Federal and Luther Burbank into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 149 of this joint proxy statement/prospectus.

Throughout this joint proxy statement/prospectus, “Washington Federal” refers to Washington Federal, Inc. and “Luther Burbank” refers to Luther Burbank Corporation. Washington Federal’s wholly-owned bank subsidiary, Washington Federal Bank, dba WaFd Bank, is referred to as “WaFd Bank,” and Luther Burbank’s wholly-owned bank subsidiary, Luther Burbank Savings, is referred to as “LB Savings.” Also, throughout this joint proxy statement/prospectus, the Agreement and Plan of Reorganization, dated as of November 13, 2022, by and between Washington Federal and Luther Burbank, is referred to as the “merger agreement.” The merger of Luther Burbank with and into Washington Federal is referred to as the “merger,” the merger of LB Savings with and into WaFd Bank is referred to as the “bank merger,” and the Washington Federal common stock to be issued to Luther Burbank shareholders in consideration for their Luther Burbank common stock, as well as any cash issued in lieu of fractional shares, is referred to as the “merger consideration.”

Information about the Companies (Page 50)

Washington Federal. WaFd Bank, a Federal Deposit Insurance Corporation (“FDIC”) insured Washington state chartered commercial bank dba WaFd Bank, was founded on April 24, 1917 in Ballard, Washington and is engaged primarily in providing lending, depository, insurance and other banking services to consumers, mid-sized to large businesses, and owners and developers of commercial real estate. Washington Federal, a Washington corporation, was formed as WaFd Bank’s holding company in November 1994, and is headquartered in Seattle, Washington. As of December 31, 2022, Washington Federal, on a consolidated basis, had total assets of $21.7 billion, total shareholders’ equity of $2.3 billion, and total deposits of $16.0 billion. Shares of Washington Federal common stock are traded on the NASDAQ under the symbol “WAFD.”

Washington Federal’s principal executive offices are located at 425 Pike Street, Seattle, Washington 98101 and its telephone number is (206) 624-7930.

Luther Burbank. Luther Burbank is a bank holding company incorporated on May 14, 1991 under the laws of the state of California and is headquartered in Santa Rosa, California. Luther Burbank operates primarily through its wholly-owned subsidiary LB Savings, a FDIC-insured California banking corporation originally chartered in 1983 in Santa Rosa, California. Luther Burbank’s principal asset is all of the capital stock of LB Savings. LB Savings is engaged primarily in providing depository and lending services to the general public, including mortgage loans and construction loans secured by residential, multi-family, and commercial real estate and conducts its business from 10 full service branches in California, one full service branch in Washington, five loan production offices in California and one loan production office in Oregon. Shares of Luther Burbank common stock are traded on the NASDAQ under the symbol “LBC.” As of December 31, 2022, Luther Burbank, on a consolidated basis, had total assets of $8.0 billion, total shareholders’ equity of $682.5 million, and total deposits of $5.8 billion.

Luther Burbank’s principal executive offices are located at 520 Third St., 4th Floor, Santa Rosa, California 95401 and its telephone number is (844) 446-8201.

Structure of the Merger (Page 51)

The merger agreement is attached to this joint proxy statement/prospectus as Appendix A, which is incorporated by reference into this joint proxy statement/prospectus. Please read the entire merger agreement. It is the legal document that governs the merger. Pursuant to the terms and conditions set forth in the merger agreement, Luther Burbank will be acquired by Washington Federal in a transaction in which Luther Burbank will merge with and into Washington Federal, with Washington Federal as the surviving institution in the merger. Promptly following the consummation of the merger, LB Savings will be merged with and into WaFd Bank, with WaFd Bank as the surviving bank in the bank merger. Although no assurance can be given, the parties expect to complete the merger and the bank merger as early as the third quarter of 2023.

Recommendation of the Washington Federal Board and Reasons of Washington Federal for the Merger (Page 56)

The Washington Federal board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Washington Federal and its shareholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Washington Federal board unanimously recommends that holders of Washington Federal common stock “FOR” approval of the Washington Federal share issuance proposal, and “FOR” approval of the Washington Federal adjournment proposal. For a more detailed discussion of the Washington Federal board’s recommendation, see the section entitled “The Merger — Recommendation of the Washington Federal Board and Reasons of Washington Federal for the Merger” beginning on page 56.

Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger (Page 73)

The Luther Burbank board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Luther Burbank and its shareholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Luther Burbank board unanimously recommends that holders of Luther Burbank common stock “FOR” approval of the Luther Burbank merger proposal, “FOR” approval of the Luther Burbank compensation proposal and “FOR” approval of the Luther Burbank adjournment proposal. For a more detailed discussion of the Luther Burbank board’s recommendation, see the section entitled “The Merger — Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger” beginning on page 73.

Opinion of Washington Federal’s Financial Advisor (Page 58)

In connection with the merger, Keefe, Bruyette & Woods, Inc. ( “KBW”), Washington Federal’s financial advisor, delivered a written opinion, dated November 13, 2022, to the Washington Federal board as to the fairness, from a financial point of view and as of the date of the opinion, to Washington Federal of the exchange ratio in the proposed merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Appendix B to this joint proxy statement/prospectus.

The opinion was for the information of, and was directed to, the Washington Federal board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Washington Federal to engage in the merger or enter into

the merger agreement or constitute a recommendation to the Washington Federal board in connection with the merger, and it does not constitute a recommendation to any holder of Washington Federal common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter.

Opinion of Luther Burbank’s Financial Advisor (Page 77)

At the November 13, 2022 Luther Burbank board meeting, representatives of Piper Sandler & Co. (“Piper Sandler”), Luther Burbank’s financial advisor, rendered Piper Sandler’s oral opinion to the Luther Burbank board, which was subsequently confirmed in writing on November 13, 2022, to the effect that, as of the date thereof and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on review undertaken by Piper Sandler as set forth in its opinion, the exchange ratio was fair, from a financial point of view, to holders of Luther Burbank common stock. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Sandler in preparing the opinion, is attached as Appendix C to this joint proxy statement/prospectus.

The opinion was for the information of, and was directed to, the Luther Burbank board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Luther Burbank to engage in the merger or enter into the merger agreement or constitute a recommendation to the Luther Burbank board in connection with the merger, and it does not constitute a recommendation to any holder of Luther Burbank common stock as to how to vote or act in connection with the merger or any other matter. Piper Sandler’s opinion speaks only as of the date of the opinion and does not address the underlying business decision of Luther Burbank to engage in the merger, the form or structure of the merger, the relative merits of the merger as compared to any other alternative business strategies that might exist for Luther Burbank, or the effect of any other transaction in which Luther Burbank might engage. Luther Burbank shareholders are urged to read the entire opinion carefully in connection with their consideration of the merger proposal.

Consideration to be Received in the Merger (Page 101)

At the effective time of the merger, each issued and outstanding share of Luther Burbank common stock (including any shares that were issued as restricted stock and for which the vesting conditions have been satisfied) will, by virtue of the merger and without any action on the part of a Luther Burbank shareholder, be converted into, and canceled in exchange for, the right to receive 0.3353 shares of Washington Federal common stock (the “exchange ratio”). Cash will be paid in lieu of any fractional share interest.

Aggregate Merger Consideration

Upon completion of the merger, Luther Burbank shareholders are expected to receive an aggregate of approximately 17,135,074 shares of Washington Federal common stock, which, based on a $38.15 closing price of Washington Federal common stock on November 11, 2022, the last trading day before Washington Federal announced the merger, represents approximately $653,703,072 of aggregate merger consideration payable to the Luther Burbank shareholders. The aggregate number of shares of Washington Federal common stock referenced in the immediately prior sentence is based on, as of the date of this joint proxy statement/prospectus:

•

50,790,026 shares of Luther Burbank common stock outstanding;

•

232,459 shares of Luther Burbank restricted stock outstanding (which assumes that all outstanding awards of Luther Burbank restricted stock are converted into shares of Washington Federal common stock in connection with the merger); and

•

81,225 Luther Burbank restricted stock units outstanding (which assumes that all outstanding awards of Luther Burbank restricted stock units are converted into shares of Washington Federal common stock in connection with the merger).

Following the completion of the merger, based on the amounts described above and on 65,415,338 shares of Washington Federal common stock outstanding as of January 31, 2023, the former Luther Burbank shareholders will own approximately 21% of the outstanding shares of Washington Federal common stock and the current shareholders of Washington Federal will own the remaining approximately 79% of the outstanding shares of Washington Federal common stock.

The amounts and percentages in the immediately prior sentence do not reflect adjustments based upon, take into account or otherwise give effect to:

•

Luther Burbank restricted stock and Luther Burbank restricted stock units awarded to Luther Burbank employees who will become Washington Federal employees; and

•

any tax withholding obligations.

Fractional Shares

No fractional shares of Washington Federal common stock will be issued in connection with the merger, and in lieu thereof, each holder of Luther Burbank common stock who would otherwise be entitled to a fractional share interest will receive an amount in cash, without interest, determined by multiplying such fractional interest by the Washington Federal average share price, rounded to the nearest whole cent.

Treatment of Luther Burbank Restricted Stock and Luther Burbank Restricted Stock Units (Page 101)

Each outstanding award of Luther Burbank restricted stock (“Luther Burbank restricted stock”) and Luther Burbank restricted stock units (“Luther Burbank restricted stock units”) issued pursuant to the Luther Burbank Corporation Omnibus Equity and Incentive Compensation Plan (the “Luther Burbank Omnibus Plan”) (other than the Luther Burbank restricted stock and Luther Burbank restricted stock units held by employees of Luther Burbank and its subsidiaries who continue to remain employed by Washington Federal or its subsidiaries following completion of the merger (“a continuing employee”)) will automatically vest in full, effective as of the effective time of the merger. The shares of Luther Burbank restricted stock and Luther Burbank restricted stock units will be converted into, and will be cancelled in exchange for, the right to receive (i) a number of shares of Washington Federal common stock equal to the number of such shares of Luther Burbank restricted stock and Luther Burbank restricted stock units multiplied by the exchange ratio, provided that any fractional shares of Washington Federal common stock will receive cash in lieu of fractional shares of Washington Federal common stock, plus (ii) the amount in cash equal to the sum of any accrued dividends or dividend equivalents that are payable in cash, pursuant to the terms of the Luther Burbank restricted stock or Luther Burbank restricted stock units.

Each share of Luther Burbank restricted stock and each Luther Burbank restricted stock unit held by a continuing employee, to the extent expressly assumed by Washington Federal, will automatically cease to represent a share of Luther Burbank restricted stock or Luther Burbank restricted stock units and will be substituted with a share of Washington Federal restricted stock or a Washington Federal restricted stock unit. The number of shares of Washington Federal common stock subject to each such share of Luther Burbank restricted stock or each Luther Burbank restricted stock unit will be equal to the product (rounded to the nearest whole number) of the number of shares of Luther Burbank common stock subject to Luther Burbank restricted stock or Luther Burbank restricted stock units immediately prior to the effective time of the merger multiplied by the exchange ratio.

Each share of Luther Burbank restricted stock and each Luther Burbank restricted stock unit held by a continuing employee, to the extent not expressly assumed by Washington Federal, will automatically vest in full, effective as of the effective time of the merger, and such shares of Luther Burbank restricted stock and such Luther Burbank restricted stock units will be converted into, and will be cancelled in exchange for, the right to receive (i) a number of shares of Washington Federal common stock equal to the number of shares of Luther Burbank restricted stock or Luther Burbank restricted stock units multiplied by the exchange ratio, provided that any fractional shares of Washington Federal common stock will receive cash in lieu of fractional shares of Washington Federal common stock, plus (ii) the amount in cash equal to the sum of any accrued dividends or dividend equivalents that are payable in cash, pursuant to the terms of the Luther Burbank restricted stock or Luther Burbank restricted stock units.

Procedures for Exchanging Shares of Luther Burbank Common Stock (Page 102)

Prior to the effective time of the merger, Washington Federal will appoint its transfer agent, Broadridge Corporate Issuer Solutions, Inc., as the exchange agent under the merger agreement (the “exchange agent”). Promptly following the effective time, the exchange agent will mail to each holder of record of Luther Burbank common stock a letter of transmittal and instructions for the surrender of the holder’s Luther Burbank stock certificate(s) and/or conversion of book-entry shares in exchange for the merger consideration and cash in lieu of any fractional share of Washington Federal common stock.

Each Luther Burbank shareholder will need to surrender his or her Luther Burbank common stock certificates or follow instructions for the transfer of shares of Luther Burbank common stock held in book-entry form, to receive the appropriate merger consideration. Luther Burbank shareholders should not send any stock certificates now. Each Luther Burbank shareholder will receive detailed instructions on how to exchange his or her stock certificates or book-entry shares along with transmittal materials promptly following the closing of the merger.

Per Share Market Price

Washington Federal common stock is listed on the NASDAQ under the symbol “WAFD.” Luther Burbank common stock is listed on the NASDAQ under the symbol “LBC.”

The following table sets forth the closing sale prices of (i) Washington Federal common stock as reported on the NASDAQ and (ii) Luther Burbank common stock as reported on the NASDAQ, on November 11, 2022, the last trading day before Washington Federal announced the merger, and on [●], 2023, the last practicable trading day before the distribution of this joint proxy statement/prospectus. To help illustrate the market value of the per share merger consideration to be received by Luther Burbank shareholders, the following table also presents the equivalent market value per share of Luther Burbank common stock as of November 11, 2022 and [●], 2023, which were determined by multiplying the closing price for the Washington Federal common stock on those dates by the exchange ratio. See the section entitled “The Merger Agreement — Consideration to be Received in the Merger” beginning on page 101 for additional information about the merger consideration to be received by holders of Luther Burbank common stock.


	Washington Federal Common Stock		Luther Burbank Common Stock		Equivalent Market Value Per Share of Luther Burbank
At November 11, 2022	$	38.15	$	12.40	$	12.79
At [●], 2023	$	[●]	$	[●]	$	[●]

The market price of Washington Federal common stock and Luther Burbank common stock may fluctuate prior to the date of the Washington Federal special meeting, the date of the Luther Burbank special meeting and

the date the Luther Burbank shareholders receives the merger consideration. Luther Burbank shareholders should obtain a current prior quotation for the shares of Washington Federal common stock to update the implied value for a share of Luther Burbank common stock.

Washington Federal Has Been Paying a Regular Quarterly Dividend On Its Common Stock Since 1983

Washington Federal has been paying a regular quarterly dividend on its common stock since 1983. The Washington Federal board from time to time evaluates the payment of cash dividends. The timing and amount of any future dividends will depend upon earnings, cash and capital requirements, the financial condition of Washington Federal and its subsidiaries, applicable government regulations and other factors deemed relevant by the Washington Federal board. Washington Federal intends to continue to pay regular quarterly cash dividends on its common stock throughout 2023 and following the merger, if and when declared by the Washington Federal board out of funds legally available for that purpose and subject to regulatory restrictions.

Material United States Federal Income Tax Consequences of the Merger (Page 119)

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to completion of the merger that Washington Federal and Luther Burbank each receive a legal opinion to that effect.

Assuming the merger qualifies as a reorganization, subject to the limitations and more detailed discussion set forth in “Material United States Federal Income Tax Consequences of the Merger” beginning on page 119, a Luther Burbank shareholder that is a U.S. holder generally will not recognize income, gain or loss on the exchange of Luther Burbank common stock for Washington Federal common stock in the merger, other than with respect to cash received (i) in lieu of fractional shares of Washington Federal common stock or (ii) on account of accrued dividends and dividend equivalents payable to certain directors and employees of Luther Burbank and its subsidiaries.

Tax matters are complicated, and the tax consequences of the merger to a particular Luther Burbank shareholder will depend in part on such shareholder’s individual circumstances. Accordingly, each Luther Burbank shareholder is urged to consult his or her own tax advisor for a full understanding of the tax consequences of the merger to such shareholder, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Time, Date and Place of Washington Federal Special Meeting (Page 36)

The special meeting of Washington Federal’s shareholders will be held live via the internet on [●], [●], 2023 at [●] [a.m.][p.m.] Pacific Time. To attend the special meeting online please visit www.virtualshareholdermeeting.com/[●].

At the special meeting, the shareholders of Washington Federal will be asked to:

•

approve the Washington Federal share issuance proposal; and

•

approve the Washington Federal adjournment proposal.

No other business may be conducted at the Washington Federal special meeting. For a more detailed discussion of the Washington Federal special meeting, including voting procedures and a description of the proposals to be voted on, see the section entitled “The Washington Federal Special Meeting” beginning on page 36.

Time, Date and Place of the Luther Burbank Special Meeting (Page 42)

The Luther Burbank special meeting will be held at [●] [a.m.] [p.m.], Pacific Time, on [●], [●], 2023 at Luther Burbank’s corporate headquarters located at 520 Third Street, 4th Floor, Santa Rosa, California 95401. At the Luther Burbank special meeting, Luther Burbank shareholders will be asked to:

•

approve the Luther Burbank merger proposal;

•

approve the Luther Burbank compensation proposal; and

•

approve the Luther Burbank adjournment proposal.

No other business may be conducted at the Luther Burbank special meeting. For a more detailed discussion of the Luther Burbank special meeting, including voting procedures and a description of the proposals to be voted on, see the section entitled “The Luther Burbank Special Meeting” beginning on page 42.

Washington Federal Record Date and Voting Rights for the Washington Federal Special Meeting (Page 36)

Each Washington Federal shareholder is entitled to vote at the Washington Federal special meeting if he or she owned shares of Washington Federal common stock as of the Washington Federal record date. Each Washington Federal shareholder will have one vote at the Washington Federal special meeting for each share of Washington Federal common stock that he or she owned on that date.

Washington Federal shareholders of record may vote by mail, telephone or over the Internet, or by attending the Washington Federal special meeting virtually and voting via the Washington Federal special meeting website. Each proxy returned to Washington Federal by a holder of Washington Federal common stock, which is not revoked, will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed Washington Federal proxy that is returned, such proxy will be voted “FOR” approval of the Washington Federal share issuance proposal and “FOR” approval of the Washington Federal adjournment proposal.

Luther Burbank Record Date and Voting Rights for the Luther Burbank Special Meeting (Page 42)

Each Luther Burbank shareholder is entitled to vote at the Luther Burbank special meeting if he or she owned shares of Luther Burbank common stock as of the Luther Burbank record date. Each Luther Burbank shareholder will have one vote at the Luther Burbank special meeting for each share of Luther Burbank common stock that he or she owned on that date.

Luther Burbank shareholders of record may vote by mail, telephone or over the Internet, or by attending the Luther Burbank special meeting and voting in person. Each proxy returned to Luther Burbank by a holder of Luther Burbank common stock, which is not revoked, will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed Luther Burbank proxy that is returned, such proxy will be voted “FOR” approval of the Luther Burbank merger proposal, “FOR” approval of the Luther Burbank compensation proposal and “FOR” approval of the Luther Burbank adjournment proposal.

Approval of the Washington Federal Share Issuance Proposal Requires the Affirmative Vote of the Majority of the Votes Cast at the Washington Federal Special Meeting by the Holders of Washington Federal Common Stock Entitled to Vote at the Washington Federal Special Meeting (Page 38)

The approval of the Washington Federal share issuance proposal requires the affirmative vote, virtually or by proxy, of a majority of the votes cast at the Washington Federal special meeting. At the close of business on the Washington Federal record date, there were [●] shares of Washington Federal common stock outstanding

held by [●] holders of record. Each holder of record of Washington Federal common stock on the Washington Federal record date is entitled to one vote for each share held on all matters to be voted upon at the Washington Federal special meeting. If a Washington Federal shareholder does not vote, it will have no impact on the Washington Federal share issuance proposal.

Management of Washington Federal Owns Shares Which May Be Voted at the Washington Federal Special Meeting (Page 39)

As of the Washington Federal record date, the executive officers and directors of Washington Federal, as a group, held [●] shares of Washington Federal common stock, or approximately [●]% of the outstanding Washington Federal common stock. While the executive officers and directors of Washington Federal have not entered into voting agreements agreeing to vote their shares of Washington Federal common stock in a particular manner, it is anticipated that the executive officers and directors of Washington Federal will vote consistent with the recommendation of the Washington Federal board, which is to vote “FOR” approval of the Washington Federal share issuance proposal.

Approval of the Luther Burbank Merger Proposal Requires the Affirmative Vote of Holders of a Majority of the Issued and Outstanding Shares of Luther Burbank Common Stock (Page 45)

The affirmative vote of the holders of a majority of the issued and outstanding shares of Luther Burbank common stock entitled to vote at the Luther Burbank special meeting is necessary to approve the Luther Burbank merger proposal. At the close of business on the Luther Burbank record date, there were [●] shares of Luther Burbank common stock outstanding and entitled to vote, held by [●] holders of record. Each holder of record of Luther Burbank common stock on the Luther Burbank record date is entitled to one vote for each share held on all matters to be voted upon at the Luther Burbank special meeting. If a Luther Burbank shareholder does not vote, it will have the same effect as a vote “AGAINST” the merger proposal.

Luther Burbank Management Own Shares Which May Be Voted at the Luther Burbank Special Meeting (Page 45)

As of the Luther Burbank record date, each director and certain executive officers of Luther Burbank who own shares of Luther Burbank common stock, who collectively own an aggregate of approximately [●]% of the outstanding Luther Burbank common stock have each entered into the shareholder agreements with Luther Burbank and Washington Federal pursuant to which he or she agreed, among other things, to vote all shares of Luther Burbank common stock beneficially owned by him or her in favor of adoption and approval of the merger agreement, the merger and any other matters required to be approved for the consummation of the merger agreement at any meeting of the shareholders of Luther Burbank, subject to certain conditions set forth therein. The form of shareholder agreement is attached as Annex A to the merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus.

Dissenters’ Rights for Holders of Luther Burbank common stock (Page 97)

The holders of Luther Burbank common stock do not have the right to dissent from the merger and assert dissenters’ or appraisal rights.

Luther Burbank is Prohibited from Soliciting Other Offers (Page 112)

Luther Burbank has agreed that, while the merger is pending, it will not solicit, initiate or encourage or, subject to certain limited exceptions, participate in discussions with any third party other than Washington Federal regarding extraordinary transactions such as a merger, business combination or sale of a material amount of its assets or capital stock.

Conditions to Completion of the Merger (Page 113)

Completion of the merger depends on meeting a number of conditions, including the following:

•

shareholders of Washington Federal must approve the issuance of Washington Federal common stock in the merger;

•

shareholders of Luther Burbank must approve the merger agreement and the merger;

•

Washington Federal and Luther Burbank must receive all required regulatory approvals required to consummate the merger and such approvals must remain in full force and effect, and any waiting periods required by law must have expired and no such approval may contain any conditions, restrictions or requirements that would require Washington Federal or Luther Burbank to take any action or commit to take any action that would reasonably be likely to have a material adverse effect (as defined in the merger agreement) on Washington Federal after giving effect to the merger (measured on a scale relative to Luther Burbank and its subsidiaries, taken as a whole);

•

no statute, rule, regulation, judgment, decree, injunction or other order which is in effect and prohibits or makes illegal the consummation of the merger will have been enacted, issued, promulgated, enforced or entered by a governmental authority of competent jurisdiction;

•

the registration statement of Washington Federal, of which this document is a part, must have become effective under the Securities Act of 1933 (the “Securities Act”), and no stop order suspending the effectiveness of such registration statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn;

•

the Washington Federal common stock to be issued to Luther Burbank shareholders as the merger consideration in the merger must have been approved for trading on the NASDAQ;

•

the representations and warranties made by each of Washington Federal and Luther Burbank in the merger agreement must be true and correct, subject to the materiality standards and other qualifications provided in the merger agreement, as of the date of the merger agreement and as of the effective time of the merger, except for certain inaccuracies that would not have, or would not reasonably be expected to have, a material adverse effect;

•

Washington Federal and Luther Burbank must have complied in all material respects with their respective obligations in the merger agreement;

•

Washington Federal must have received such certificates of Luther Burbank’s officers or others and such other documents to evidence fulfillment of the conditions to its obligations as Washington Federal may reasonably request;

•

Luther Burbank must have received such certificates of Washington Federal’s officers or others and such other documents to evidence fulfillment of the conditions to its obligations as Luther Burbank may reasonably request; and

•

Washington Federal and Luther Burbank must each have received a written opinion that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.

Unless prohibited by law, either Washington Federal or Luther Burbank could elect to waive a condition that has not been satisfied and complete the merger. Neither Washington Federal nor Luther Burbank can be certain whether or when any of the conditions to the merger will be satisfied, or waived where permissible, or that the merger will be completed.

Regulatory Approvals Required for the Merger (Page 96)

The closing of the merger is conditioned upon the receipt of all approvals of regulatory authorities required for the merger and the bank merger. Under the terms of the merger agreement, Washington Federal and Luther Burbank have agreed to use their reasonable best efforts to obtain all necessary permits, consents, approvals and authorizations from any governmental authority necessary to consummate the merger and the bank merger.

In order to complete the transactions contemplated by the merger agreement, Washington Federal and Luther Burbank must first obtain all regulatory approvals, consents and orders required in connection with both the merger and the bank merger. In this regard, the parties must obtain the approval of the FDIC and the approval of the Washington State Department of Financial Institutions (the “WDFI”) for the bank merger, and provide notice of the bank merger to the California Department of Financial Protection and Innovation (the “CDFPI”). Washington Federal was also advised by the CDFPI to file a request for an order of exemption pursuant to Section 1260 of the California Financial Code to avoid having to file a change of control application under Section 1251 of the California Financial Code for the momentary acquisition of control of LB Savings before it is merged with WaFd Bank. Finally, in connection with communications with the Federal Reserve Bank of San Francisco (the “FRBSF”), Washington Federal was advised that prior approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) is not required for the merger and the momentary acquisition of control of LB Savings because it qualifies as a transaction not requiring Federal Reserve Board approval pursuant to 12 CFR 225.12(d)(2). Thus, a bank holding company application is not required for the transaction. Rather, Washington Federal must provide written notice of the proposed transaction to the FRBSF pursuant to the requirements of 12 CFR 225.12(d)(2). Applications to merge the banks were filed with the FDIC on or about January 6, 2023 and the WDFI on or about January 9, 2023, and the notice to the CDFPI was filed on or about January 9, 2023. Washington Federal intends to submit the required notice to the FRBSF and the request for an exemption to the CDFPI on or before March 1, 2023.

Termination of the Merger Agreement (Page 116)

Washington Federal and Luther Burbank can mutually agree at any time to terminate the merger agreement before completing the merger, even if shareholders of Washington Federal or Luther Burbank have already voted to approve the Washington Federal share issuance proposal or the Luther Burbank merger proposal, respectively.

Washington Federal or Luther Burbank can also terminate the merger agreement:

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if the terminating party is not in material breach of any representation, warranty, covenant, or agreement contained in the merger agreement, in the event of a breach by the other party of any representation, warranty, covenant, or agreement contained in the merger agreement that (i) cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach and (ii) would entitle the non-breaching party not to consummate the merger;

•

in the event that the merger is not consummated by November 30, 2023 (the “outside date”), except to the extent that the failure to consummate the merger by such date is due to (i) the failure of the party seeking to terminate to perform or observe its covenants and agreements set forth in the merger agreement, or (ii) the failure of any of the Luther Burbank shareholders (if Luther Burbank is the party seeking to terminate) to perform or observe their respective covenants under their respective shareholder agreements with Luther Burbank and Washington Federal; provided, that the outside date may be extended to February 29, 2024 by either party’s written notice to the other party if the closing has not occurred by the outside date due to the failure to receive all requisite regulatory approvals and all other conditions to closing have been satisfied (other than conditions that are to be satisfied at closing and such conditions would have been capable of being satisfied on the outside date); or

•

in the event the approval of any governmental authority required for consummation of the merger has been denied by final, non-appealable action of the governmental authority, or any governmental

authority will have issued a final, non-appealable injunction permanently enjoining or otherwise prohibiting the consummation of the merger, or an application for approval has been permanently withdrawn by mutual agreement of Washington Federal and Luther Burbank at the formal or informal request of a governmental authority, provided that no party has the right to terminate the merger agreement if the party seeking to terminate the merger agreement failed to perform or observe its covenants set forth in the merger agreement.

In addition, Washington Federal may terminate the merger agreement if the requisite Luther Burbank shareholder approval has not been obtained by reason of the failure to obtain the required vote at the Luther Burbank special meeting or at any adjournment or postponement thereof.

Washington Federal may also terminate the merger agreement at any time prior to the Luther Burbank special meeting if (i) Luther Burbank has materially breached its covenants described under the section entitled “The Merger Agreement — No Solicitation” beginning on page 112 in any respect adverse to Washington Federal, (ii) the Luther Burbank board fails to recommend to the Luther Burbank shareholders that they approve the merger agreement and the merger, or withdraws, modifies or changes its recommendation to the Luther Burbank shareholders in a manner adverse in any respect to the interests of Washington Federal, or (iii) the Luther Burbank board fails to call, give notice of, convene or hold the Luther Burbank special meeting.

Washington Federal also may terminate the merger agreement if a tender offer or exchange offer for 15% or more of the outstanding Luther Burbank common stock is commenced (other than by Washington Federal or its subsidiaries) and the Luther Burbank board recommends that Luther Burbank shareholders tender their shares in such tender offer or exchange offer or otherwise fails to recommend that Luther Burbank shareholders reject the offer within a specified period.

Luther Burbank may also terminate the merger agreement if approval of the Washington Federal share issuance proposal has not been obtained by reason of the failure to obtain the required vote at the Washington Federal special meeting or at any adjournment or postponement thereof.

Luther Burbank may also terminate the merger agreement if, prior to the approval of the Luther Burbank merger proposal by Luther Burbank shareholders at the Luther Burbank special meeting or at any adjournment or postponement thereof, (i) the Luther Burbank board has, in compliance with the requirements of the merger agreement, authorized Luther Burbank to enter into a binding written agreement with respect to a superior proposal, as defined in the merger agreement, and (ii) Luther Burbank pays to Washington Federal the termination fee described below substantially concurrently with the termination of the merger agreement.

Termination Fee (Page 117)

Luther Burbank must pay Washington Federal a termination fee of $26.17 million (the “termination fee”) if the merger agreement is terminated under specified circumstances.

Amendment of the Merger Agreement (Page 118)

To the extent permitted under applicable law, the merger agreement may be amended or modified at any time by written agreement of the parties whether before or after the approval of the shareholders of Luther Burbank; provided, however, no amendment that by law requires further approval by the Luther Burbank shareholders may be made after the approval of the principal terms of the merger agreement by the Luther Burbank shareholders without first obtaining such approval.

Interests of Certain Luther Burbank Officers and Directors in the Merger (Page 89)

Luther Burbank directors and officers have interests in the merger as individuals that are in addition to, or different from, their interests as shareholders of Luther Burbank, which are:

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upon consummation of the merger, each outstanding award of Luther Burbank restricted stock and Luther Burbank restricted stock units issued pursuant to the Luther Burbank Omnibus Plan held by directors and executive officers who are not continuing employees will automatically vest in full and will be converted into, and will be cancelled in exchange for, the right to receive the merger consideration, plus the amount in cash equal to the sum of any accrued dividends or dividend equivalents that are payable in cash, pursuant to the terms of the Luther Burbank restricted stock or Luther Burbank restricted stock units;

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upon consummation of the merger, each outstanding share of Luther Burbank restricted stock and each Luther Burbank restricted stock unit held by an executive officer who is a continuing employee, to the extent not expressly assumed by Washington Federal, will automatically vest in full and will be converted into, and will be cancelled in exchange for, the right to receive the merger consideration, plus the amount in cash equal to the sum of any accrued dividends or dividend equivalents that are payable in cash, pursuant to the terms of the Luther Burbank restricted stock or Luther Burbank restricted stock units;

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cash payments to executive officers of Luther Burbank in the aggregate amount of approximately $12,752,998, on a pre-tax basis, as well as the continuation of health and welfare benefits for such executive officers, in each case, consisting of severance and certain other cash payments owed to such executive officers in connection with the merger pursuant to the term of their respective employment, severance, supplemental retirement, or other similar agreements with Luther Burbank;

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cash payments to Mr. Trione, the chair of the Luther Burbank board and the LB Savings board of directors (the “LB Savings board”) in the aggregate amount of approximately $6.4 million, on a pre-tax basis, consisting of certain cash payments owed to Mr. Trione in connection with the merger pursuant to the terms of Mr. Trione’s salary continuation agreement with Luther Burbank;

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Tammy Mahoney, Executive Vice President and Chief Risk Officer of Luther Burbank, has entered into an offer letter with Washington Federal, effective at the completion of the merger, which provides compensation to Ms. Mahoney for continued provision of services to, or employment with Washington Federal following the merger;

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the agreement of Washington Federal to honor indemnification obligations of Luther Burbank, as well as to maintain liability insurance for Luther Burbank directors and officers, each for a period of six years following the merger, subject to the terms of the merger agreement; and

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pursuant to the terms of the merger agreement, Washington Federal has agreed that, effective as of the effective time of the merger, each of the Washington Federal board and the WaFd Bank board of directors (the “WaFd Bank board”) will be comprised of 12 members, including two new directors, who will be recommended by Luther Burbank and be agreeable to Washington Federal (Washington Federal’s consent will not be unreasonably withheld, conditioned or delayed).

In addition, the shareholder agreement entered into by Victor S. Trione, the Chairman of the Luther Burbank board and the LB Savings board, provides that Mr. Trione will not sell, transfer, pledge, hypothecate or otherwise

dispose of more than one-third of his shares of Luther Burbank common stock during each 12-month period following the effective time of the merger until the expiration of 36 months from the effective time of the merger.

The Washington Federal board and the Luther Burbank board were aware of the foregoing interests and considered them among other matters, in approving the merger agreement and the merger.

Board of Directors and Officers of Washington Federal and WaFd Bank After the Merger (Page 96)

Except as described in the next sentence, the directors and officers of Washington Federal and WaFd Bank immediately prior to the effective time of the merger will be the directors and officers of Washington Federal and WaFd Bank following the merger until the earlier of their resignation or removal or until their respective successors are duly appointed and qualified. Washington Federal has agreed that, effective as of the effective time of the merger, each of the Washington Federal board and the WaFd Bank board will be comprised of 12 members, including two new directors, who will be recommended by Luther Burbank and be agreeable to Washington Federal (Washington Federal’s consent will not be unreasonably withheld, conditioned or delayed). Each such individual will serve until the next annual meeting of shareholders of Washington Federal at which the class of directors to which such individual will be appointed is presented to shareholders for reelection. In the event such an individual is appointed to a class of Washington Federal directors that will be presented to Washington Federal’s shareholders for reelection at an annual meeting of shareholders of Washington Federal held within 24 months following the closing date of the merger, Washington Federal is required to include such individual on the list of nominees for director presented by the Washington Federal board and for which the Washington Federal board will solicit proxies at such annual meeting of shareholders of Washington Federal, to serve for the applicable term of such individual’s class of directors and until such individual’s successor will be duly elected and qualified, provided, that such nomination and solicitation would not violate the fiduciary duties of the members of the Washington Federal board. The two new directors recommended by Luther Burbank will be selected from the five current independent members of the Luther Burbank board who are eligible to serve as a member of the Washington Federal board. Washington Federal and Luther Burbank have not yet determined the two existing directors of the Luther Burbank board who will be appointed or elected to the Washington Federal board and the WaFd Bank board.

Accounting Treatment of the Merger (Page 97)

The merger will be accounted for under the acquisition method of accounting under U.S. generally accepted accounting principles, or GAAP.

Assumption of Luther Burbank Debt Obligations (Page 111)

Washington Federal has agreed to assume, or to cause one of its subsidiaries to assume, Luther Burbank’s obligations under Luther Burbank’s 6.50% senior unsecured term notes (the “senior notes”) and Luther

Burbank’s fixed/floating rate junior subordinated deferrable interest debentures (the “subordinated debentures” and, together with the senior notes, the “Luther Burbank debt obligations”). As of December 31, 2022, an aggregate principal amount of $95,000,000 of the senior notes was outstanding and an aggregate principal amount of $61,857,000 of the subordinated debentures was outstanding.

Comparison of the Rights of Shareholders (Page 135)

The rights of shareholders of Washington Federal differ from the rights of shareholders of Luther Burbank. Washington Federal is incorporated under the laws of the State of Washington and Luther Burbank is incorporated under the laws of the State of California. The rights of holders of Washington Federal common stock are governed by the Washington Business Corporations Act (the “WBCA”), as well as the Washington Federal articles and the Washington Federal bylaws. The rights of holders of Luther Burbank common stock are

governed by the CGCL, as well as the Amended and Restated Articles of Incorporation of Luther Burbank (the “Luther Burbank articles”) and the Amended and Restated Bylaws of Luther Burbank Corporation (the “Luther Burbank bylaws”). Following the closing of the merger, shareholders of Luther Burbank will receive shares of Washington Federal common stock in exchange for their shares of Luther Burbank common stock and become shareholders of Washington Federal, and their rights as shareholders of Washington Federal will be governed by the Washington Federal articles, the Washington Federal bylaws and the WBCA.

Risk Factors (Page 25)

Before voting at the Washington Federal special meeting or the Luther Burbank special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” beginning on page 25. You should also read and consider the risk factors relating to the businesses of Washington Federal and ownership of Washington Federal common stock described in Part I, Item 1A of Washington Federal’s Annual Report on Form 10-K for the year ended September 20, 2022 that has been filed with the SEC, as well as any subsequent documents filed by Washington Federal with the SEC, which are incorporated into this joint proxy statement/prospectus by reference. See the section entitled “Where You Can Find More Information” beginning on page 149. You should also read and consider risk factors relating to the businesses of Luther Burbank that will also affect the combined company after the merger. These risks are described in Part I, Item 1A of Luther Burbank’s Form 10-K for the year ended December 31, 2022 that has been filed by Luther Burbank with the SEC, as well as any subsequent documents filed by Luther Burbank with the SEC, which are incorporated into this joint proxy statement/prospectus by reference.

RISK FACTORS

An investment by Luther Burbank’s shareholders, as a result of the exchange of shares of Luther Burbank common stock for shares of Washington Federal common stock, is an investment in Washington Federal as combined with Luther Burbank and involves certain risks. Similarly, a decision on the part of Washington Federal shareholders to approve the Washington Federal share issuance proposal also involves risks for Washington Federal shareholders, who will continue to hold their shares of Washington Federal common stock after the merger. Certain material risks and uncertainties connected with the merger agreement and transactions contemplated thereby, including the merger, the bank merger, and ownership of Washington Federal common stock are discussed below. In addition, Washington Federal and Luther Burbank have discussed certain other material risks connected with the ownership of Washington Federal common stock and with Washington Federal’s business, and with the ownership of Luther Burbank common stock and Luther Burbank’s business, respectively, under the caption “Risk Factors” appearing in their respective Annual Reports on Form 10-K most recently filed with the SEC, and may include additional or updated disclosures of such material risks in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that each has filed with the SEC or may file with the SEC after the date of this joint proxy statement/prospectus.

Washington Federal shareholders and Luther Burbank shareholders should carefully read and consider all of these risks and all other information contained in this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34 and the discussions of risk factors included in the documents incorporated by reference in this joint proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they may be entitled to vote at the Washington Federal special meeting or the Luther Burbank special meeting, as applicable. The risks described in this joint proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of Washington Federal common stock that you, as an existing Washington Federal shareholder, currently hold or that you, as an existing Luther Burbank shareholder, will hold upon consummation of the merger, and could result in a significant decline in the value of Washington Federal common stock and cause you to lose all or part of the value of your investments in Washington Federal common stock.

Risks Related To The Merger

Because the market price of Washington Federal common stock will fluctuate, Luther Burbank shareholders cannot be sure of the value of the merger consideration they will receive.

Upon completion of the merger, each outstanding share of Luther Burbank common stock will, subject to the provisions of the merger agreement, be converted into 0.3353 of a share of Washington Federal common stock. This exchange ratio is fixed and will not be adjusted to reflect changes in the market prices of Washington Federal common stock or Luther Burbank common stock. Any change in the market price of Washington Federal common stock prior to completion of the merger could affect the value of the merger consideration that Luther Burbank shareholders will receive upon completion of the merger. Neither Washington Federal nor Luther Burbank is permitted to terminate the merger agreement or resolicit the vote of its shareholders solely because of changes in the market prices of either company’s common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including the market prices of Washington Federal and Luther Burbank and other banking companies, the performance of peer companies and other financial companies, regulatory considerations and tax laws, and the effects of public health crises, such as the COVID-19 pandemic, and the governmental and other responses thereto, many of which are beyond Washington Federal’s and Luther Burbank’s control. Therefore, at the time of the Washington Federal special meeting and the Luther Burbank special meeting, Washington Federal shareholders and Luther Burbank shareholders will not know the market value of the

consideration that Luther Burbank shareholders will receive at the effective time of the merger. You should obtain current market quotations for shares of Washington Federal common stock (NASDAQ: WAFD) and for shares of Luther Burbank common stock (NASDAQ: LBC).

The market price of Washington Federal common stock after the merger may be affected by factors different from those currently affecting the shares of Washington Federal common stock or Luther Burbank common stock.

Upon completion of the merger, Luther Burbank shareholders will become Washington Federal shareholders. Washington Federal’s business differs from that of Luther Burbank and certain adjustments may be made to the combined company’s business as a result of the merger. Accordingly, the results of operations of the combined company and the market price of Washington Federal common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Washington Federal and Luther Burbank. For a discussion of the businesses of Washington Federal and Luther Burbank and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under the section entitled “Where You Can Find More Information” beginning on page 149.

Washington Federal and Luther Burbank expect to incur substantial costs related to the merger and integration.

Washington Federal and Luther Burbank have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either Washington Federal or Luther Burbank regardless of whether the merger is completed. See the section entitled “The Merger Agreement — Expenses” beginning on page 118.

Washington Federal and Luther Burbank have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, Washington Federal will incur integration costs following the completion of the merger as Washington Federal and Luther Burbank integrate their businesses, including facilities and systems consolidation costs and employment-related costs. Washington Federal and Luther Burbank may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While Washington Federal and Luther Burbank have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

If Washington Federal is unable to integrate the combined operations successfully, its business and earnings may be negatively affected.

The merger involves the integration of companies that have previously operated independently. The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of Washington Federal and Luther Burbank. To realize the anticipated benefits and cost savings from the merger, Washington Federal must successfully integrate Luther Burbank’s operations in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. If

Washington Federal and Luther Burbank are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.

Washington Federal and Luther Burbank have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of Washington Federal and Luther Burbank during this transition period and for an undetermined period after completion of the merger on the combined company.

Each of Washington Federal’s shareholders and Luther Burbank’s shareholders will have less influence as a shareholder of the combined company than as a shareholder of Washington Federal or Luther Burbank individually, as applicable.

Washington Federal shareholders and Luther Burbank shareholders currently have the right to vote in the election of the board of directors and on other matters affecting Washington Federal and Luther Burbank, respectively. Following completion of the merger, the shareholders of Luther Burbank as a group are expected to hold a maximum ownership interest of approximately 21% of Washington Federal. When the merger occurs, each Washington Federal and Luther Burbank shareholder will become a shareholder of Washington Federal with a percentage ownership of the combined company smaller than such shareholder’s percentage ownership of Washington Federal common stock or Luther Burbank common stock, respectively, prior to the completion of the merger. Because of this, Luther Burbank’s shareholders will have less influence on the management and policies of Washington Federal than they now have on the management and policies of Luther Burbank, and Washington Federal’s shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Washington Federal.

Washington Federal’s entry into California may present increased risk that may adversely impact Washington Federal’s business, prospects and financial condition.

The merger will result in Washington Federal’s initial entry into the state of California where Washington Federal has no operating experience. Although Washington Federal will retain a number of Luther Burbank’s lending and business development officers with experience in the California market, Washington Federal is new to this market area. The banking and financial services business in California is highly competitive. The entry of Washington Federal into California will present Washington Federal with different competitive conditions and Washington Federal will be required to compete for loans, deposits and customers for financial services with other commercial banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market funds, credit unions and other nonbank financial service providers in California. Many of these competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader array of financial services than Luther

Burbank or Washington Federal. As a result, there can be no assurance that Washington Federal will be able to compete effectively in California, and the results of operations of Washington Federal could be materially and adversely affected if Washington Federal is unable to compete effectively.

Because the fair value of the assets held by each of Luther Burbank and Washington Federal as a result of the merger may fluctuate as a result of changes in interest rates, an adverse change prior to the closing of the merger may reduce or eliminate the anticipated benefits of the merger for Luther Burbank or Washington Federal shareholders.

Any change in the market interest rates applicable to Washington Federal or Luther Burbank prior to completion of the merger could affect the value of the assets held by either or both of Luther Burbank and Washington Federal. The magnitude of any such changes would not necessarily be equal between Luther Burbank and Washington Federal, and consequently the relative value of the assets held by each company may be altered in a way that is material to either company or the anticipated benefits of the merger. Prior to the closing of the merger and at the time of the Luther Burbank special meeting and the Washington Federal special meeting, Luther Burbank or Washington Federal shareholders, as applicable, will not necessarily know or be able to calculate how market interest rates may change, if at all, and the impact any such change would have on the value of assets held by Luther Burbank or Washington Federal, as applicable.

Upon the closing of the merger, the combined company will need to adjust the fair value of Luther Burbank’s investment and loan portfolios. The rising interest rate environment could have the effect of increasing the magnitude of the purchase accounting marks relating to such fair value adjustments, thereby increasing initial tangible book value dilution, extending the tangible book value earn-back period, and negatively impacting the combined company’s capital ratios, which may result in the combined company taking steps to strengthen its capital position.

Should market interest rates rise in the future, it would have a negative effect on estimates of the fair value of loans and other assets held by Luther Burbank and Washington Federal, which could be material and, in certain cases, may result in realized losses or require write-downs that could have a material effect on either company’s earnings or financial condition. The fair value of an obligation with a fixed interest rate generally decreases when prevailing interest rates rise, and the fair value of an obligation with an adjustable interest rate can be adversely affected when interest rates increase due to a lag in the implementation of repricing terms as well as due to interest rate caps which may limit the amount of increase in such obligation’s interest rate. Interest rate changes may result from a variety of factors, including general market and economic conditions, actions of central banks or other governmental authorities, regulatory considerations and the effects of SARS-CoV-2 or COVID-19, or any variants, evolutions or mutations thereof, or any other viruses (including influenza), and the governmental and other responses thereto (including any pandemic measures). These factors are generally beyond the control of both companies. Neither Washington Federal nor Luther Burbank is permitted to terminate the merger agreement or resolicit the vote of its shareholders solely because of changes in market interest rates.

The opinion of Washington Federal’s financial advisor received by the Washington Federal board and the opinion of Luther Burbank’s financial advisor received by the Luther Burbank board do not reflect any changes since the date of such opinions, each of which was delivered prior to the signing of the merger agreement.

Changes in the operations and prospects of Washington Federal or Luther Burbank, general market and economic conditions and other factors that may be beyond the control of Washington Federal and Luther Burbank may alter the value of Washington Federal or Luther Burbank or the market price for shares of Washington Federal common stock or Luther Burbank common stock by the time the merger is completed. Neither the opinion delivered by KBW to the Washington Federal board nor the opinion delivered by Piper Sandler to the Luther Burbank board speaks as of any date other than the date of such opinion, which was

November 13, 2022 in the case of both KBW’s opinion and Piper Sandler’s opinion. KBW’s opinion is attached as Appendix B to this joint proxy statement/prospectus and Piper Sandler’s opinion is attached as Appendix C to this joint proxy statement/prospectus. For a description of KBW’s opinion, see the section entitled “The Merger — Opinion of Washington Federal’s Financial Advisor” beginning on page 58. For a description of Piper Sandler’s opinion, see the section entitled “The Merger — Opinion of Luther Burbank’s Financial Advisor” beginning on page 77. For a description of the other factors considered by the Washington Federal board in determining to approve the merger, see the section entitled “The Merger — Recommendation of the Washington Federal Board and Reasons of Washington Federal for the Merger” beginning on page 56. For a description of the other factors considered by the Luther Burbank board in determining to approve the merger, see the section entitled “The Merger — Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger” beginning on page 73.

The merger agreement limits Luther Burbank’s ability to pursue alternatives to the merger and may discourage other companies from trying to acquire Luther Burbank.

Until the completion of the merger, with certain limited exceptions, Luther Burbank is prohibited from soliciting, initiating, knowingly encouraging or participating in any discussion of or otherwise considering any inquiries or proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction with any person other than Washington Federal. Although the Luther Burbank board is permitted to take certain actions in connection with the receipt of a competing acquisition proposal if it determines in good faith that the failure to do so would more likely than not result in a breach of its fiduciary duties, taking such actions could, and other actions (such as withdrawing or modifying its recommendation to Luther Burbank shareholders that they vote in favor of approval of the merger agreement and the merger) would, entitle Washington Federal to terminate the merger agreement and receive the termination fee. See the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 116 and “The Merger Agreement — Termination Fee” beginning on page 117. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Luther Burbank from considering or proposing that acquisition even if such acquiror was willing to offer a greater merger consideration to Luther Burbank shareholders than the merger consideration that Washington Federal has offered in the merger. The payment of the termination fee could also have an adverse impact on Luther Burbank’s financial condition.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is preliminary and the actual consideration to be issued in the merger as well as the actual financial condition and results of operations of the combined company after the merger may differ materially.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Luther Burbank identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of Luther Burbank as of the closing date. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma condensed combined financial information in this document. Further, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 123. Any potential decline in the combined company’s financial condition or results of operations may cause significant variations in the stock price of the combined company.

Each of Washington Federal and Luther Burbank will be subject to business uncertainties and contractual restrictions while the merger is pending.

Washington Federal and Luther Burbank have operated and, until the completion of the merger, will continue to operate, independently. Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Luther Burbank and Washington Federal. These uncertainties may impair Luther Burbank’s and Washington Federal’s ability to attract, retain or motivate key personnel until the merger is consummated, and could cause customers and others that deal with Luther Burbank and Washington Federal to seek to change existing business relationships with Luther Burbank and Washington Federal. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles with Washington Federal. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Washington Federal, Washington Federal’s business following the merger could be harmed. In addition, subject to certain exceptions, Washington Federal and Luther Burbank have each agreed to operate its business in the ordinary and usual course consistent with past practice and to refrain from taking certain actions that may adversely affect its ability to consummation the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent Washington Federal and/or Luther Burbank from pursuing attractive business opportunities that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement — Covenants and Agreements — Conduct of Businesses Pending the Merger” beginning on page 104 for a description of the restrictive covenants applicable to Washington Federal and Luther Burbank.

Luther Burbank’s directors and executive officers have additional interests in the merger.

In deciding how to vote on the Luther Burbank merger proposal, you should be aware that Luther Burbank’s respective directors and executive officers might have interests in the merger that are different from, or in addition to, the interests of Luther Burbank shareholders generally. See the section entitled “The Merger — Interests of Certain Luther Burbank Officers and Directors in the Merger” beginning on page 89. The Luther Burbank board was aware of these interests related to directors and executive officers of Luther Burbank and considered them when it recommended approval of the Luther Burbank merger proposal to the Luther Burbank shareholders.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on Washington Federal following the merger.

Before the merger and the bank merger may be completed, Washington Federal and Luther Burbank must obtain approvals, waivers or exemptions from the FDIC, the CDFPI and the WDFI, as applicable, and file notices with the Federal Reserve Board and the CDFPI. Other approvals, waivers or consents from regulators may also be required. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain approvals or delay their receipt. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries (which have been received, as described below), investigations or opposition, or changes in legislation or the political environment generally. The regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. While Washington Federal and Luther Burbank do not believe that any such conditions or changes would be appropriate, there can be no assurance that they will not be imposed, and such conditions or changes could have the effect of delaying or preventing completion of the merger or imposing additional costs on or limiting the revenues of Washington Federal following the merger, any of which might have an adverse effect on Washington Federal following the merger. Neither Washington Federal nor Luther Burbank is obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger impose any conditions, restrictions or requirements that require Washington Federal or Luther Burbank to take any action or commit to take any action that would reasonably be likely to have a “material adverse effect” (as defined in the merger agreement) on Washington

Federal (measured on a scale relative to Luther Burbank and its subsidiaries, taken as a whole). See the sections entitled “The Merger — Regulatory Approvals Required for the Merger” beginning on page 96 and “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 113.

In a February 3, 2023 comment letter to the FDIC (the “CRC letter”), the California Reinvestment Coalition (the “CRC”) requested that the FDIC extend the comment period and hold public hearings on the bank merger application, and urged the FDIC to deny the bank merger application. The CRC letter was co-signed by other community groups and organizations.

Washington Federal and Luther Burbank became aware of the CRC letter in connection with a press release issued by the CRC on February 7, 2023. Neither Washington Federal nor Luther Burbank had an opportunity to discuss with the CRC the issues raised in the CRC letter before it was released and, thus, did not immediately address, respond to or provide any specific comments on the issues raised in the CRC letter. Since becoming aware of the CRC letter, Washington Federal and Luther Burbank have reached out to the CRC to establish a dialogue to understand their concerns regarding the bank merger. Both Washington Federal and Luther Burbank appreciate that the CRC and its partner organizations have a role in connection with the bank merger process, and more importantly have a voice with respect to the communities to be served and future communities that may be served by the resulting institution, if the bank merger is approved. Accordingly, Washington Federal and Luther Burbank intend to work cooperatively with the CRC and its partner organizations to review and address their concerns; however, despite the best of intentions of all parties concerned, there can be no assurance that these efforts will be successful. If Washington Federal and Luther Burbank are not able to reach a constructive solution to address the concerns raised by the CRC and its partner organizations, it is possible that conditions of approval could be imposed by the regulators on the completion of the bank merger, or the regulators could require changes to the terms of the merger or bank merger. Any such conditions or changes could delay or prevent completion of the merger or bank merger, and impose excessive costs on or limit revenues of the resulting institution. As noted above, if any of such conditions or changes could have an adverse effect on the resulting institution, both Washington Federal and Luther Burbank have the ability to terminate the merger agreement. See — “Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated of that could have an adverse effect on Washington Federal following the merger” above.

In another comment letter on the bank merger application, dated February 1, 2023 (received by Washington Federal on or about February 21, 2023), Southern Dallas Progress (“SDP”), a community development corporation, indicated that it does not support the bank merger application, and requested that the FDIC deny the application. Consistent with the approach being taken with respect to the CRC letter, Washington Federal is reaching out to SDP to establish a dialogue to understand their concerns regarding the bank merger. While Washington Federal intends to work cooperatively with SDP, as with the discussions with the CRC, there can be no assurance that these efforts will be successful.

The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may cause the price of Washington Federal common stock or Luther Burbank common stock to decline.

The consummation of the merger is subject to customary conditions to closing, including the receipt of required regulatory approvals and approval of Luther Burbank’s shareholders. If any condition to the merger agreement is not satisfied or waived, to the extent permitted by law, the merger will not be completed. In addition, Washington Federal and Luther Burbank may terminate the merger agreement under certain circumstances, even if Luther Burbank’s shareholders approve the merger agreement and the merger. If Washington Federal and Luther Burbank do not complete the merger, the trading prices of Washington Federal common stock or Luther Burbank common stock on the NASDAQ may decline. In addition, neither company would realize any of the expected benefits of having completed the merger. If the merger is not completed and the Luther Burbank board seeks another merger or business combination, Luther Burbank shareholders cannot be certain that Luther Burbank will

be able to find a party willing to offer equivalent or more attractive consideration than the consideration Washington Federal has agreed to provide. If the merger is not completed, additional risks could materialize, which could materially and adversely affect the business, financial condition and results of Washington Federal and Luther Burbank, including the recognition of the expenses relating to the merger without realizing the economic benefits of the merger. For more information on closing conditions to the merger agreement, see the section entitled “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 113.

The shares of Washington Federal common stock to be received by Luther Burbank shareholders as a result of the merger will have different rights from the shares of Luther Burbank common stock.

In the merger, Luther Burbank shareholders will become Washington Federal shareholders and their rights as shareholders will be governed by Washington law and the governing documents of Washington Federal following the merger. The rights associated with Washington Federal common stock are different from the rights associated with Luther Burbank common stock. See the section entitled “Comparison of the Rights of Shareholders” beginning on page 135 for a discussion of the different rights associated with Washington Federal common stock.

Issuance of shares of Washington Federal common stock in connection with the merger may adversely affect the market price of Washington Federal common stock.

In connection with the payment of the merger consideration, Washington Federal expects to issue approximately 17.1 million shares of Washington Federal common stock to Luther Burbank shareholders. The issuance of these new shares of Washington Federal common stock may result in fluctuations in the market price of Washington Federal common stock, including a stock price decrease.

Shareholder litigation could prevent or delay the completion of the merger or otherwise negatively impact the business and operations of Washington Federal and Luther Burbank.

Shareholders of Washington Federal and/or Luther Burbank may file lawsuits against Washington Federal, Luther Burbank and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no statute, rule, regulation, judgment, decree, injunction or other order issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger, the bank merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting Washington Federal or Luther Burbank defendants from completing the merger, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to Washington Federal and/or Luther Burbank, including any cost associated with the indemnification of directors and officers of each company. Washington Federal and Luther Burbank may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of Washington Federal and Luther Burbank and could prevent or delay the completion of the merger.

Risks Related to Washington Federal and Washington Federal’s Business

You should read and consider risk factors specific to Washington Federal’s business that will also affect the combined company after the merger. Washington Federal is, and will continue to be, subject to the risks described in Washington Federal’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 149 for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Related to Luther Burbank and Luther Burbank’s Business

You should read and consider risk factors specific to Luther Burbank’s business that will also affect the combined company after the merger. Luther Burbank is, and will continue to be, subject to the risks described in Luther Burbank’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended and as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 149 for the location of information incorporated by reference into this joint proxy statement/prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document, including information included or incorporated by reference in this document, may contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Washington Federal and Luther Burbank intend for such forward-looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, (i) statements about the benefits of the merger, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the merger; (ii) statements about our respective plans, objectives, expectations and intentions and other statements that are not historical facts; (iii) statements about expectations regarding the timing of the closing of the merger and the ability to obtain regulatory approvals on a timely basis; and (iv) other statements identified by words such as “expects,” “projects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “possible,” “potential,” “strategy,” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of Washington Federal’s and Luther Burbank’s respective management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond Washington Federal’s and Luther Burbank’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change and could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which Washington Federal, Luther Burbank or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other factors.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

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our ability to successfully integrate any assets, liabilities, customers, systems, and personnel;

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the required regulatory approvals for the merger and bank merger and/or the approval of the merger agreement and the merger by the shareholders of Washington Federal and Luther Burbank might not be obtained or other conditions to the completion of the merger set forth in the merger agreement might not be satisfied or waived;

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the growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected;

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operating costs, customer losses and business disruption following the merger, including adverse effects of relationships with employees, may be greater than expected;

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adverse governmental or regulatory policies may be enacted;

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the interest rate environment may change, causing margins to compress and adversely affecting net interest income;

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the global financial markets may experience increased volatility;

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we may experience adverse changes in our credit rating;

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we may experience competition from other financial services companies in our markets; and

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an economic slowdown may adversely affect credit quality and loan originations.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed under the section entitled “Risk Factors” beginning on page 25 and in Washington Federal’s and Luther Burbank’s reports filed with the SEC. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/

prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to Washington Federal or Luther Burbank or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by applicable law, neither Washington Federal nor Luther Burbank undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

Washington Federal and Luther Burbank expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

THE WASHINGTON FEDERAL SPECIAL MEETING

The Washington Federal Special Meeting

This section contains information for Washington Federal shareholders about the Washington Federal special meeting that Washington Federal has called to allow Washington Federal shareholders to consider and vote on the Washington Federal share issuance proposal and the Washington Federal adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Washington Federal special meeting and a form of proxy card that the Washington Federal board is soliciting for use by the Washington Federal shareholders at the Washington Federal special meeting and at any adjournments or postponements of the Washington Federal special meeting.

Time, Date and Place of the Meeting

The Washington Federal special meeting will be held live via the internet on [●], [●], 2023 at [●] [a.m.][p.m.] Pacific Time. To attend the meeting online please visit www.virtualshareholdermeeting.com/[●].

Matters To Be Considered

The purpose of the Washington Federal special meeting are to consider and vote on the following proposals:

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the Washington Federal share issuance proposal; and

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the Washington Federal adjournment proposal.

No other business may be conducted at the Washington Federal special meeting. A copy of the merger agreement is included in this joint proxy statement/prospectus as Appendix A, and the Washington Federal shareholders are encouraged to read it carefully in its entirety.

Recommendation of the Washington Federal Board

The Washington Federal board has unanimously (i) determined that the issuance of shares of Washington Federal common stock in connection with the merger is in the best interests of Washington Federal shareholders; (ii) approved the merger agreement and the transactions contemplated thereby; and (iii) recommends that the Washington Federal shareholders approve the issuance of the shares of Washington Federal common stock to Luther Burbank shareholders pursuant to the merger agreement. The Washington Federal unanimously recommends that Washington Federal shareholders vote “FOR” approval of the Washington Federal share issuance proposal. See the section entitled “The Merger — Recommendation of the Washington Federal Board and Reasons of Washington Federal for the Merger” beginning on page 56.

The Washington Federal board has also unanimously recommended that Washington Federal shareholders vote “FOR” approval of the Washington Federal adjournment proposal.

Shares Outstanding and Entitled to Vote; Record Date

The Washington Federal board has fixed the close of business on [●], 2023 as the Washington Federal record date for determining Washington Federal shareholders entitled to receive notice of and to vote at the Washington Federal special meeting. On the Washington Federal record date, there were [●] shares of Washington Federal common stock outstanding and entitled to vote, held by approximately [●] holders of record. Washington Federal has no other class of voting securities outstanding. Each holder of Washington Federal common stock is entitled to one vote for each share of Washington Federal common stock in such holder’s name on Washington Federal’s books as of the Washington Federal record date on any matter submitted to the vote of the Washington Federal shareholders at the Washington Federal special meeting.

Voting Your Shares of Washington Federal Common Stock

Shareholders of Record

Washington Federal shareholders of record may vote their shares of Washington Federal common stock using one of the following methods:

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Vote through the Internet at www.proxyvote.com;

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Vote by telephone using the toll-free number shown on the proxy card; or

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Complete and return a written proxy card.

Votes submitted through the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on [●], 2023. Internet and telephone voting are available 24 hours a day, and if you use one of those methods, you do not need to return a proxy card.

You can also vote virtually at the special meeting, and submitting your voting instructions by any of the methods mentioned above will not affect your right to attend the special meeting and vote.

Shares Held in “Street Name”

If a Washington Federal shareholder’s shares of Washington Federal common stock are held through a bank, broker or other nominee, such Washington Federal shareholder is considered the beneficial owner of such shares held in “street name.” In such case, this joint proxy statement/prospectus has been forwarded by such Washington Federal shareholder’s bank, broker or other nominee, who is considered, with respect to such shares, the shareholder of record. As the beneficial owner, a Washington Federal shareholder has the right to direct such bank, broker or other nominee how to vote the shares by following the voting instructions that they have sent, or will send, to the Washington Federal shareholder. Without specific instructions from the Washington Federal shareholder, which will result in a broker non-vote, the bank, broker or other nominee is not empowered to vote a Luther Burbank shareholder’s shares on non-routine matters such as the Washington Federal merger proposal or the Washington Federal adjournment proposal. Not voting these shares will not have any effect on the approval of the Washington Federal merger proposal or the Washington Federal adjournment proposal. When the vote is tabulated for the proposals, as described below, broker non-votes, if any, will not be counted for purposes of determining whether a quorum is present. Accordingly, we advise each Washington Federal shareholder to promptly give instructions to his or her bank, broker or other nominee to vote “FOR” approval of the Washington Federal share issuance proposal and “FOR” approval of the Washington Federal adjournment proposal.

If a Washington Federal shareholder is a beneficial owner and wishes to vote at the Washington Federal special meeting, the Washington Federal must provide a proxy executed in such Washington Federal shareholder’s favor by the bank, broker or other nominee.

Proxy Revocation Procedures

Washington Federal shareholders may revoke a proxy at any time by:

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sending written notice of revocation to the corporate secretary of Washington Federal prior to the Washington Federal special meeting, addressed to Washington Federal, Inc., Attn: Corporate Secretary, 425 Pike Street, Seattle, Washington 98101;

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executing and delivering a proxy for the Luther Burbank special meeting bearing a later date; or

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attending the special meeting and voting virtually. Attendance at the special meeting will not automatically revoke a proxy, but a shareholder in attendance may request a ballot and vote virtually thereby revoking a prior granted proxy.

If a Washington Federal shareholder has instructed a bank, broker or other nominee to vote such Washington Federal shareholder’s shares of Washington Federal common stock, the Washington Federal shareholder must follow directions received from the bank, broker or other nominee to change his or her vote.

Voting of Proxies

Proxies (including those given through voting by telephone or Internet) received by Washington Federal before or at the Washington Federal special meeting (and not revoked) by a holder of Washington Federal common stock will be voted in accordance with the instructions indicated thereon. Proxies that do not provide the proxy holders with direction in voting on the Washington Federal share issuance proposal or with respect to the Washington Federal adjournment proposal will be voted “FOR” approval of the Washington Federal share issuance proposal and “FOR” approval of the Washington Federal adjournment proposal, in accordance with the recommendation of the Washington Federal board.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Washington Federal special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Washington Federal special meeting. If your bank, broker, trustee or other nominee holds your shares of Washington Federal common stock in “street name,” such entity will vote your shares of Washington Federal common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Quorum

The presence, virtually or by proxy, of at least a majority of the total number of outstanding shares of Washington Federal common stock entitled to vote is necessary to constitute a quorum at the Washington Federal special meeting. Abstentions will be counted as shares present and entitled to vote at the special meeting for purposes of determining the existence of a quorum. In the event a quorum is not present at the Washington Federal special meeting, it is expected that the Washington Federal special meeting will be adjourned or postponed.

Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

The Washington Federal share issuance proposal

Vote required: Approval of the Washington Federal share issuance proposal requires the affirmative vote, virtually or by proxy, of a majority of the votes cast at the Washington Federal special meeting. Approval of the Washington Federal share issuance proposal is a condition to the completion of the merger.

Effect of abstentions; broker non-votes and failure to vote: If you fail to submit a proxy or vote virtually at the Washington Federal special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the Washington Federal share issuance proposal, it will have no effect on such proposal.

The Washington Federal adjournment proposal

Vote Required: Approval of the Washington Federal adjournment proposal requires the affirmative vote of the majority of the votes cast at the Washington Federal special meeting.

Effect of abstentions; broker non-votes and failure to vote: If you fail to submit a proxy or vote virtually at the Washington Federal meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the share issuance proposal, it will have no effect on such proposal.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to Washington Federal shareholders residing at the same address, unless such Washington Federal shareholders have notified Washington Federal of their desire to receive multiple copies of the joint proxy statement/prospectus.

Washington Federal will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Washington Federal shareholder residing at an address to which only one copy of such document was mailed. Requests for additional copies should be directed to Washington Federal’s proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at 1-800-322-2885.

Proxy Solicitation

The accompanying proxy is being solicited by the Washington Federal board. Washington Federal will bear the entire cost of solicitation of proxies from holders of its common stock. In addition to the solicitation of proxies by mail, certain officers, directors and employees of Washington Federal, without extra remuneration, may also solicit proxies in person, by telephone, facsimile or otherwise. Washington Federal will pay printing, postage and mailing costs of the proxy statement/prospectus. All other costs, including legal and accounting fees, will be borne by the party incurring such costs. In addition, Washington Federal has engaged MacKenzie Partners, Inc. to assist in distributing proxy materials and soliciting proxies and has agreed to pay a fee of $15,000, including out-of-pocket expenses, for its services to be rendered on behalf of Washington Federal.

Attending the Washington Federal Special Meeting

All holders of Washington Federal common stock, including holders of record and shareholders who hold their shares of Washington Federal common stock through banks, brokers or other nominees are invited to attend the Washington Federal special meeting. The Washington Federal special meeting may be accessed via the Washington Federal special meeting website, where Washington Federal shareholders will be able to listen to the Washington Federal special meeting, submit questions and vote online. You are entitled to attend the Washington Federal special meeting via the Washington Federal special meeting website only if you were a shareholder of record at the close of business on the Washington Federal record date or you held your Washington Federal shares beneficially in the name of a bank, broker, trustee or other nominee as of the Washington Federal record date.

You may submit questions in advance of the Washington Federal special meeting by visiting the special meeting website, entering your 16-digit control number, and using the “Questions for Management” feature. You may also submit questions during the live audio webcast of the Washington Federal special meeting by visiting the Washington Federal special meeting website and following the instructions. To ensure the Washington Federal special meeting is conducted in a manner that is fair to all shareholders, we may exercise discretion in determining the order in which questions are answered and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate or not relevant to the Washington Federal special meeting’s limited purpose.

Technical assistance will be available for Washington Federal shareholders who experience an issue accessing the Washington Federal special meeting. Please be sure to check in 15 minutes prior to the start of the Washington Federal special meeting so that any technical difficulties may be addressed before the live audio webcast begins.

Adjournments and Postponements

Although it is not currently expected, the Washington Federal special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Washington Federal special meeting to approve the Washington Federal share issuance proposal or if a quorum is not present at the Washington Federal special meeting. Other than an announcement to be made at the Washington Federal special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the Washington Federal special meeting for the purpose of soliciting additional proxies will allow the shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Washington Federal special meeting as adjourned or postponed.

Other Matters to Come Before the Washington Federal Special Meeting

Washington Federal management knows of no other business to be presented at the Washington Federal special meeting, but if any other matters are properly presented to the meeting or any adjournments thereof, the persons named in the proxies will vote upon them in accordance with the Washington Federal board’ recommendations.

Questions and Additional Information

If a Washington Federal shareholder has questions about the merger, or the process for voting, or if additional copies of this document or a replacement proxy card are needed, please (i) contact Investor Relations, Washington Federal, at 425 Pike Street, Seattle, Washington 98101, Attention: Investor Relations; (ii) call (206) 624-7930; or (iii) contact Washington Federal’s proxy solicitor, MacKenzie Partners, Inc., by calling toll-free at 1-800-322-2885.

WASHINGTON FEDERAL PROPOSALS

Proposal 1: The Washington Federal Share Issuance Proposal

If you are a Washington Federal shareholder, you are being asked to vote to approve the issuance of shares of Washington Federal common stock in the merger as consideration to Luther Burbank shareholders pursuant to the merger agreement. You should read carefully this entire joint proxy statement/prospectus, including the merger agreement and the other documents included with this joint proxy statement/prospectus. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Appendix A.

Pursuant to the merger agreement, Washington Federal expects to issue a total of approximately 17.1 millionshares of Washington Federal common stock in connection with the consummation of the merger. Under the NASDAQ Listing Rules, a company listed on the NASDAQ is required to obtain shareholder approval prior to the issuance of common stock or securities convertible into or exercisable for common stock, in connection with the acquisition of stock of another company if the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock, or the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. If the merger is completed, the number of shares of Washington Federal common stock issued will exceed 20% of the Washington Federal common stock outstanding before such issuance. In this proposal, Washington Federal is asking Washington Federal shareholders to authorize the issuance of Washington Federal common stock in connection with the merger.

After careful consideration, The Washington Federal board has determined that the share issuance pursuant to the merger agreement is in the best interests of Washington Federal and its shareholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. See the section entitled “The Merger — Recommendation of the Washington Federal Board and Reasons of Washington Federal for the Merger” beginning on page 56.

The approval of the Washington Federal share issuance proposal is a condition to the completion of the merger.

The Washington Federal board has unanimously recommended that shareholders vote “FOR” approval of the Washington Federal share issuance proposal.

Proposal 2: The Washington Federal Adjournment Proposal

The Washington Federal special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Washington Federal special meeting to approve the Washington Federal share issuance proposal or if a quorum is not present at the Washington Federal special meeting. Other than an announcement to be made at the Washington Federal special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the Washington Federal special meeting for the purpose of soliciting additional proxies will allow the shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Washington Federal special meeting as adjourned or postponed.

In this proposal, Washington Federal is asking Washington Federal shareholders to vote to approve to adjourn the Washington Federal special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Washington Federal special meeting to approve the Washington Federal share issuance proposal.

The Washington Federal board has unanimously recommended that shareholders vote “FOR” approval of the Washington Federal adjournment proposal.

THE LUTHER BURBANK SPECIAL MEETING

The Luther Burbank Special Meeting

This section contains information for Luther Burbank shareholders about the Luther Burbank special meeting that Luther Burbank has called to allow Luther Burbank shareholders to consider and vote on the Luther Burbank merger proposal, the Luther Burbank compensation proposal and the Luther Burbank adjournment proposal. This joint proxy statement/prospectus is accompanied by a notice of the Luther Burbank special meeting and a form of proxy card that the Luther Burbank board is soliciting for use by the Luther Burbank shareholders at the Luther Burbank special meeting and at any adjournments or postponements of the Luther Burbank special meeting.

Time, Date and Place of the Meeting

The Luther Burbank special meeting will be held at [●] [a.m.][p.m.], Pacific Time, on [●], [●], 2023 at Luther Burbank’s corporate headquarters located at 520 Third Street, 4th Floor, Santa Rosa, California 95401.

Matters to Be Considered

At the Luther Burbank special meeting, Luther Burbank shareholders will be asked to consider and vote on the following proposals:

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the Luther Burbank merger proposal;

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the Luther Burbank compensation proposal; and

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the Luther Burbank adjournment proposal.

No other business may be conducted at the Luther Burbank special meeting. A copy of the merger agreement is included in this joint proxy statement/prospectus as Appendix A, and Luther Burbank shareholders are encouraged to read it carefully in its entirety.

Recommendation of the Luther Burbank Board

The Luther Burbank board has unanimously approved the merger agreement and the transactions contemplated by the merger agreement. Based on the Luther Burbank board’s reasons for approving the merger agreement described in this joint proxy statement/prospectus, the Luther Burbank board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Luther Burbank and its shareholders and unanimously has recommended that Luther Burbank shareholders vote “FOR” approval of the Luther Burbank merger proposal. See the section entitled “The Merger — Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger” beginning on page 73.

The Luther Burbank board has also unanimously recommended that Luther Burbank shareholders vote “FOR” approval of the Luther Burbank compensation proposal and “FOR” approval of the Luther Burbank adjournment proposal.

Shares Outstanding and Entitled to Vote; Luther Burbank Record Date

The close of business on [●], 2023 has been fixed by Luther Burbank as the Luther Burbank record date for the determination of Luther Burbank shareholders entitled to notice of and to vote at the Luther Burbank special meeting and any adjournment or postponement of the Luther Burbank special meeting. At the close of business on the Luther Burbank record date, there were [●] shares of Luther Burbank common stock outstanding and

entitled to vote, held by approximately [●] holders of record. Each share of Luther Burbank common stock entitles the holder to one vote at the Luther Burbank special meeting on all matters properly presented at the Luther Burbank special meeting.

Voting Your Shares of Luther Burbank Common Stock

Shareholders of Record

Luther Burbank shareholders of record may vote by mail, telephone, via the Internet or by attending the Luther Burbank special meeting and voting in person. If a Luther Burbank shareholder chooses to vote by mail, he or she should simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided. Internet and telephone voting is available until 11:59 p.m., Eastern Time, on [●], 2023.

Shares Held in “Street Name”

If a Luther Burbank shareholder’s shares of Luther Burbank common stock are held through a bank, broker or other nominee, such Luther Burbank shareholder is considered the beneficial owner of such shares held in “street name.” In such case, this joint proxy statement/prospectus has been forwarded by such Luther Burbank shareholder’s bank, broker or other nominee, who is considered, with respect to such shares, the shareholder of record. As the beneficial owner, a Luther Burbank shareholder has the right to direct such bank, broker or other nominee how to vote the shares by following the voting instructions that they have sent, or will send, to the Luther Burbank shareholder. Without specific instructions from the Luther Burbank shareholder, which will result in a broker non-vote, the bank, broker or other nominee is not empowered to vote a Luther Burbank shareholder’s shares on non-routine matters such as the Luther Burbank merger proposal, the Luther Burbank compensation proposal or the Luther Burbank adjournment proposal. Not voting these shares will have the effect of voting “AGAINST” the approval of the Luther Burbank merger proposal, but will not have any effect on the Luther Burbank compensation proposal (assuming a quorum is present) or the Luther Burbank adjournment proposal. When the vote is tabulated for the proposals, as described below, broker non-votes, if any, will not be counted for purposes of determining whether a quorum is present. Accordingly, we advise each Luther Burbank shareholder to promptly give instructions to his or her bank, broker or other nominee to vote “FOR” approval of the Luther Burbank merger proposal, “FOR” approval of the Luther Burbank compensation proposal and “FOR” approval of the Luther Burbank adjournment proposal. Alternatively, if a Luther Burbank shareholder is a beneficial owner and wishes to vote in person at the Luther Burbank special meeting, the Luther Burbank shareholder must provide a proxy executed in such Luther Burbank shareholder’s favor by the bank, broker or other nominee.

Revocation of Proxies

A Luther Burbank shareholder can revoke a proxy at any time before his or her shares are voted. If the Luther Burbank shareholder is a shareholder of record, the Luther Burbank shareholder can revoke a proxy by:

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delivering to Luther Burbank prior to the Luther Burbank special meeting a written notice of revocation addressed to Luther Burbank Corporation, 520 Third Street, 4th floor, Santa Rosa, CA 95401; Attention: Corporate Secretary;

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completing, signing and returning a new proxy card with a later date before the date of the Luther Burbank special meeting, which will automatically revoke any earlier dated proxy;

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calling the toll-free number listed on the Luther Burbank proxy card or by accessing the Internet site listed on the Luther Burbank proxy card to change his or her vote by 11:59 p.m., Eastern Time, on [●], 2023, in which case the later submitted proxy via telephone or Internet, as the case may be, will be recorded and the earlier dated proxy revoked; or

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attending the Luther Burbank special meeting and voting in person, which will automatically revoke any earlier dated proxy. However, simply attending the Luther Burbank special meeting without voting will not revoke a Luther Burbank proxy.

If a Luther Burbank shareholder has instructed a bank, broker or other nominee to vote such Luther Burbank shareholder’s shares of Luther Burbank common stock, the Luther Burbank shareholder must follow directions received from the bank, broker or other nominee to change his or her vote.

Voting of Proxies

Each executed proxy (including those given through voting by telephone or Internet) received by Luther Burbank before or at the Luther Burbank special meeting (and not revoked) by a holder of Luther Burbank common stock will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed proxy that is returned, such proxy will be voted “FOR” approval of the Luther Burbank merger proposal, “FOR” approval of the Luther Burbank compensation proposal and “FOR” approval of the Luther Burbank adjournment proposal.

Broker Non-Votes

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the Luther Burbank special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Luther Burbank special meeting. If your bank, broker, trustee or other nominee holds your shares of Luther Burbank common stock in “street name,” such entity will vote your shares of Luther Burbank common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

Quorum

A quorum, consisting of the holders of a majority of the shares entitled to vote at the Luther Burbank special meeting, must be present in person or represented by proxy before any action may be taken at the Luther Burbank special meeting. Once a share of Luther Burbank common stock is represented at the Luther Burbank special meeting, it will be counted for the purpose of determining a quorum not only at the Luther Burbank special meeting but also at any adjournment or postponement of the Luther Burbank special meeting. In the event that a quorum is not present at the Luther Burbank special meeting, it is expected that the Luther Burbank special meeting will be adjourned or postponed.

Abstentions of Luther Burbank common stock will be treated as represented and presented for quorum purposes.

Broker non-votes of Luther Burbank common stock and the failure to vote shares of Luther Burbank common stock by failing to return a properly executed proxy and failing to appear in person at the Luther Burbank special meeting, which is referred to as a failure to vote, will not be counted as present for purposes of establishing a quorum at the Luther Burbank special meeting and will not be voted on any of the proposals at the Luther Burbank special meeting.

Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

The Merger Proposal

Vote required: Approval of the Luther Burbank merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Luther Burbank common stock entitled to vote at the Luther Burbank special meeting. Approval of the Luther Burbank merger proposal is a condition to the completion of the merger.

Effect of abstentions; broker non-votes and failure to vote: If you fail to submit a proxy or vote in person at the Luther Burbank special meeting, mark “ABSTAIN” on your proxy or if you fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the Luther Burbank merger proposal.

The Luther Burbank Compensation Proposal

Vote required: Approval of the Luther Burbank compensation proposal requires the affirmative vote of a majority of shares of Luther Burbank common stock entitled to vote represented in person or by proxy and voting at the Luther Burbank special meeting (assuming a quorum is present). Approval of the Luther Burbank compensation proposal is not a condition to the completion of the merger.

Effect of abstentions; broker non-votes and failure to vote: If you fail to submit a proxy or vote in person at the Luther Burbank special meeting, or fail to instruct your bank, broker or other nominee with respect to the compensation proposal, it will have no effect on such proposal (assuming a quorum if present). If you mark “ABSTAIN” on your proxy with respect to the compensation proposal, it will have the same effect as a vote “AGAINST” the compensation proposal.

The Luther Burbank compensation proposal is advisory, and therefore not binding on Luther Burbank, the Luther Burbank board’s compensation committee or the Luther Burbank board. Further, the arrangements are contractual in nature and not, by their terms, subject to Luther Burbank shareholder approval. Accordingly, regardless of the outcome of the Luther Burbank compensation proposal, if the merger is completed, Luther Burbank’s named executive officers may be or become entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

The Luther Burbank Adjournment Proposal

Vote required: Approval of the Luther Burbank adjournment proposal requires the affirmative vote of a majority of shares of Luther Burbank common stock entitled to vote represented in person or by proxy and voting at the Luther Burbank special meeting.

Effect of abstentions; broker non-votes and failure to vote: If you fail to submit a proxy or vote in person at the Luther Burbank special meeting, or fail to instruct your bank, broker or other nominee with respect to the Luther Burbank adjournment proposal, it will have no effect on such proposal. If you mark “ABSTAIN” on your proxy with respect to the Luther Burbank adjournment proposal, it will have the same effect as a vote “AGAINST” the Luther Burbank adjournment proposal.

Shares of Luther Burbank Common Stock Subject to Shareholder Agreements

Each director and certain executive officers of Luther Burbank who own shares of Luther Burbank common stock, who collectively own in the aggregate approximately [●]%of the outstanding shares of Luther Burbank common stock as of the Luther Burbank record date, have entered into the shareholder agreements with Washington Federal and Luther Burbank pursuant to which such shareholders have agreed to, among other things, to vote all shares of Luther Burbank common stock beneficially owned by him or her in favor of adoption and approval of the merger agreement and the merger and any other matters required to be approved for the

consummation of the merger at any meeting of the shareholders of Luther Burbank, subject to certain conditions set forth therein. See the section entitled “The Merger — Shareholder Agreements” beginning on page 98.

The form of the shareholder agreement is included in this joint proxy statement/prospectus as Annex A to the merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus.

Delivery of Proxy Materials

As permitted by applicable law, only one copy of this joint proxy statement/prospectus is being delivered to Luther Burbank shareholders residing at the same address, unless such Luther Burbank shareholders have notified Luther Burbank of their desire to receive multiple copies of the joint proxy statement/prospectus.

Luther Burbank will promptly deliver, upon oral or written request, a separate copy of the joint proxy statement/prospectus to any Luther Burbank shareholder residing at an address to which only one copy of such document was mailed.

Solicitation of Proxies

Luther Burbank will pay the costs of soliciting its shareholders’ proxies, as well as all other costs incurred by it in connection with the solicitation of proxies from its shareholders on behalf of the Luther Burbank board. In addition to solicitation by mail, directors, officers and employees of Luther Burbank may solicit proxies from shareholders of Luther Burbank in person or by telephone, facsimile or other electronic methods without compensation other than reimbursement for their actual expenses.

Arrangements also will be made with custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and Luther Burbank will reimburse such custodians, nominees and fiduciaries for their reasonable out of pocket expenses in connection therewith.

Attending the Luther Burbank Special Meeting

All holders of Luther Burbank common stock, including holders of record and shareholders who hold their shares of Luther Burbank common stock through banks, brokers or other nominees are invited to attend the Luther Burbank special meeting. Shareholders of record can vote in person at the Luther Burbank special meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the Luther Burbank special meeting. If you plan to attend the Luther Burbank special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. Luther Burbank reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Luther Burbank special meeting is prohibited without Luther Burbank’s express written consent.

Adjournments and Postponements

Although it is not currently expected, the Luther Burbank special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Luther Burbank special meeting to approve the Luther Burbank merger proposal or if a quorum is not present at the Luther Burbank special meeting. Other than an announcement to be made at the Luther Burbank special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the Luther Burbank special meeting for the purpose of soliciting additional proxies will allow the shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Luther Burbank special meeting as adjourned or postponed.

Other Matters to Come Before the Luther Burbank Special Meeting

Pursuant to the Luther Burbank bylaws, the only business that may be presented before the Luther Burbank special meeting are those items identified in the notice to the Luther Burbank shareholders of the Luther Burbank special meeting. No other business may be conducted at the Luther Burbank special meeting other than those items identified in the notice of the Luther Burbank special meeting.

Questions and Additional Information

If a Luther Burbank shareholder has questions about the merger, or the process for voting, or if additional copies of this document or a replacement proxy card are needed, please (i) contact Investor Relations, Luther Burbank, at 520 Third Street, 4th floor, Santa Rosa, CA 95401, Attention: Investor Relations, (ii) e-mail investorrelations@lbsavings.com, or (iii) call (844) 446-8201.

LUTHER BURBANK PROPOSALS

Proposal 1: The Luther Burbank Merger Proposal

If you are a Luther Burbank shareholder, you are being asked to vote to approve the merger agreement and the merger. You should read carefully this entire joint proxy statement/prospectus, including the merger agreement and the other documents included with this joint proxy statement/prospectus. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Appendix A.

After careful consideration, the Luther Burbank board has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Luther Burbank and its shareholders and has unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. See the section entitled “The Merger — Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger” beginning on page 73.

The approval of the Luther Burbank merger proposal is a condition to the completion of the merger.

The Luther Burbank board has unanimously recommended that shareholders vote “FOR” approval of the Luther Burbank merger proposal.

Proposal 2: The Luther Burbank Compensation Proposal

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Luther Burbank is seeking a non-binding, advisory shareholder approval of the compensation that certain named executive officers of Luther Burbank may receive that is based on or otherwise relates to the merger as disclosed under “The Merger — Interests of Certain Luther Burbank Officers and Directors in the Merger — Golden Parachute Compensation.” The proposal gives Luther Burbank shareholders the opportunity to express their views on the merger-related compensation of Luther Burbank’s named executive officers.

Accordingly, Luther Burbank is asking Luther Burbank shareholders to vote “FOR” adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to the Luther Burbank named executive officers, in connection with the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Merger — Interests of Certain Luther Burbank Officers and Directors in the Merger — Golden Parachute Compensation” are hereby APPROVED.”

The Luther Burbank compensation proposal is advisory, and therefore not binding on Luther Burbank, the Luther Burbank board’s compensation committee or the Luther Burbank board. Further, the arrangements are contractual in nature and not, by their terms, subject to Luther Burbank shareholder approval. Accordingly, regardless of the outcome of the compensation proposal, if the merger is completed, Luther Burbank’s named executive officers may be or become entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.

The Luther Burbank board has unanimously recommended that shareholders vote “FOR” approval of the Luther Burbank compensation proposal.

Proposal 3: The Luther Burbank Adjournment Proposal

The Luther Burbank special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Luther Burbank special meeting to approve the

Luther Burbank merger proposal or if a quorum is not present at the Luther Burbank special meeting. Other than an announcement to be made at the Luther Burbank special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the Luther Burbank special meeting for the purpose of soliciting additional proxies will allow the shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Luther Burbank special meeting as adjourned or postponed.

In this proposal, Luther Burbank is asking Luther Burbank shareholders to vote to approve to adjourn the Luther Burbank special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Luther Burbank special meeting to approve the Luther Burbank merger proposal.

The Luther Burbank board has unanimously recommended that shareholders vote “FOR” approval of the Luther Burbank adjournment proposal.

INFORMATION ABOUT THE COMPANIES

Washington Federal

425 Pike Street

Seattle, Washington 98101-2334

(800) 324-9375

WaFD Bank, a FDIC-insured Washington state chartered commercial bank dba WaFd Bank, was founded on April 24, 1917 in Ballard, Washington and is engaged primarily in providing lending, depository, insurance and other banking services to consumers, mid-sized to large businesses, and owners and developers of commercial real estate. Washington Federal, a Washington corporation, was formed as WaFd Bank’s holding company in November 1994, and is headquartered in Seattle, Washington. As of December 31, 2022, Washington Federal, on a consolidated basis, had total assets of $21.7 billion, total shareholders’ equity of $2.3 billion, and total deposits of $16.0 billion.

Shares of Washington Federal common stock are traded on the NASDAQ under the symbol “WAFD.”

For more information about Washington Federal, please visit Washington Federal’s website at www.wafdbank.com. The information provided on Washington Federal’s website (other than the documents incorporated by reference herein) is not part of this joint proxy statement/prospectus and is not incorporated herein by reference. Additional information about Washington Federal is included in documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 149.

Luther Burbank

520 Third St.

4th Floor

Santa Rosa, California 95401

(844) 446-8201

Luther Burbank is a bank holding company incorporated on May 14, 1991 under the laws of the state of California and is headquartered in Santa Rosa, California. Luther Burbank operates primarily through is wholly-owned subsidiary LB Savings, a FDIC-insured California banking corporation originally chartered in 1983 in Santa Rosa, California. Luther Burbank’s principal asset is all of the capital stock of LB Savings. LB Savings is engaged primarily in providing depository and lending services to the general public, including mortgage loans and construction loans secured by residential, multi-family, and commercial real estate and conducts its business from 10 full service branches in California, one full service branch in Washington, five loan production offices in California and one loan production office in Oregon. As of December 31, 2022, Luther Burbank, on a consolidated basis, had total assets of $8.0 billion, total shareholders’ equity of $682.5 million, and total deposits of $5.8 billion.

Shares of Luther Burbank common stock are traded on the NASDAQ under the symbol “LBC.”

For more information about Luther Burbank, please visit Luther Burbank’s website at www.lutherburbanksavings.com. The information provided on Luther Burbank’s website (other than the documents incorporated by reference herein) is not part of this joint proxy statement/prospectus and is not incorporated herein by reference. Additional information about Luther Burbank is included in documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 149.

THE MERGER

General

The following information describes the material aspects of the merger. This description does not purport to be complete and is qualified in its entirety by reference to the appendices to this joint proxy statement/prospectus, including the merger agreement which is attached as Appendix A and incorporated by reference into this joint proxy statement/prospectus. Stockholders of both Washington Federal and Luther Burbank should carefully read the appendices in their entirety.

Structure of the Merger

Pursuant to the terms and conditions set forth in the merger agreement, Luther Burbank will be acquired by Washington Federal, in a transaction in which Luther Burbank will merge with and into Washington Federal, with Washington Federal as the surviving institution, which is referred to as the merger. Promptly following the completion of the merger, LB Savings will be merged with and into WaFd Bank, with WaFd Bank as the surviving bank, which is referred to as the bank merger. Following consummation of the bank merger, WaFd Bank intends to continue to operate all of the branches acquired from LB Savings.

Following the consummation of the merger, the Washington Federal articles and the Washington Federal bylaws as in effect immediately prior to the merger will continue as the governing corporate documents of Washington Federal. The directors and executive officers of Washington Federal immediately prior to the merger will continue as the directors and executive officers of Washington Federal after the merger, in each case, until their respective successors are duly elected or appointed and qualified. In addition, pursuant to the terms of the merger agreement, Luther Burbank and Washington Federal have agreed that two individuals, who will be recommended by Luther Burbank and be agreeable to Washington Federal (Washington Federal’s consent will not be unreasonably withheld, conditioned or delayed) will become directors of both Washington Federal and WaFd Bank upon the effectiveness of the merger. The two new directors recommended by Luther Burbank will be selected from the five current independent members of the Luther Burbank board who are eligible to serve as a member of the Washington Federal board. Washington Federal and Luther Burbank have not yet determined the two existing directors of the Luther Burbank board who will be appointed or elected to the Washington Federal board and the WaFd Bank board.

Background of the Merger

As part of Luther Burbank’s continuous efforts to strengthen its business, increase value for shareholders and deliver superior loan and deposit products and services to its customers and communities it serves, the Luther Burbank board, in consultation with Luther Burbank senior management and, from time to time, with outside advisors, regularly reviews and considers Luther Burbank’s business plans and its basic strategic options, including organic growth, potential acquisitions of other financial institutions by Luther Burbank, mergers of equals and acquisitions of Luther Burbank. These strategic discussions have been set against a backdrop of, among other things, business performance as well as prospects and developments in the financial services industry, regulatory and compliance environments, the economy generally and financial markets, and the implications of such developments for financial institutions generally and for Luther Burbank, in particular. These reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and risks to Luther Burbank and its shareholders of strategic combinations compared to the benefits and risks of continued operation as a standalone company, all with the goal of enhancing shareholder value. Factors assessed in connection with these reviews have included the risks and opportunities associated with operating in existing and new markets, competition, potential positive and negative expense and revenue synergies, regulatory requirements, interest rate environment and prospects, scale, operational risk, credit risk, market risk and changes in technology and in delivery and marketing channels.

Ms. Lagomarsino, Luther Burbank’s President and Chief Executive Officer, and Mr. Beardall, Washington Federal’s President and Chief Executive Officer, were introduced at a conference in Carlsbad, California on March 8, 2022. During this introductory meeting, Ms. Lagomarsino and Mr. Beardall discussed, among other things, the pace of technological innovations in the banking industry and the history and culture of their respective organizations, recognizing the historical similarities. Ms. Lagomarsino and Mr. Beardall agreed to remain in contact, and to continue to get to know more about each other’s respective organizations. They did not make any definitive plans for future meetings. During the meeting on March 8, 2022, the parties did not discuss the terms of any potential strategic transaction.

During the ensuing months, and consistent with past practices, Ms. Lagomarsino participated in various conversations with executives from other financial institutions as well as financial advisors known to work with financial institutions regarding potential strategic opportunities for Luther Burbank. The perception among these parties, generally, was that Luther Burbank was not a particularly attractive strategic partner because of its relatively high-cost deposit base, liability-sensitive balance sheet and unique and limited loan and deposit product and service offerings. During this same period, Ms. Lagomarsino periodically communicated with Mr. Beardall on an informal basis regarding their respective organizations’ earnings announcements, general economic conditions, the financial services industry, and market trends. Neither Ms. Lagomarsino nor Mr. Beardall mentioned or otherwise discussed the terms or specifics of a potential strategic transaction between Luther Burbank and Washington Federal during these communications.

On September 16, 2022, in anticipation of a scheduled in-person meeting with Ms. Lagomarsino in Los Angeles, California on September 23, 2022, Mr. Beardall presented Ms. Lagomarsino with a broad outline for a potential strategic transaction between their respective institutions, which did not specifically address any proposed transaction consideration. During the September 23, 2022 meeting, Ms. Lagomarsino and Mr. Beardall discussed preliminarily a potential strategic transaction between their respective institutions. Mr. Beardall noted the strategic benefit for Washington Federal of entering into California, leveraging the Luther Burbank reputation and in-depth market knowledge to expand Washington Federal’s more diversified product offerings into California. Ms. Lagomarsino noted the strategic benefit for Luther Burbank of partnering with an institution like Washington Federal that had evolved its balance sheet and operations away from a thrift model very similar to Luther Burbank’s and into a diversified commercial bank. On a preliminary basis, the parties discussed a few specific terms of a potential transaction, after which both Ms. Lagomarsino and Mr. Beardall concluded that the meeting was sufficiently productive that it would be appropriate to invite the Luther Burbank board Chair, Mr. Trione, to join them in a follow up meeting.

On October 5, 2022, Ms. Lagomarsino and Mr. Trione met with Mr. Beardall in Seattle, Washington. At this meeting, Messrs. Trione and Beardall and Ms. Lagomarsino discussed, among other things, Mr. Beardall’s views on the banking industry’s outlook, his operating philosophy, and Washington Federal’s technology innovation initiatives. They also discussed the history of Washington Federal, and how Washington Federal was transformed from a thrift-like structure into a commercial bank. Although the participants discussed the potential benefits of a strategic transaction, as well as the potential risks, they did not discuss any terms of a potential transaction. Following this meeting, Ms. Lagomarsino and Mr. Trione determined that the discussion was sufficiently positive so as to warrant informing the Luther Burbank board of their discussion with Mr. Beardall regarding a potential strategic transaction with Washington Federal.

On October 7, 2022, the Washington Federal board held a special meeting via videoconference at which Mr. Beardall reported to the Washington Federal board on the discussions with Ms. Lagomarsino and the possibility of a strategic transaction with Luther Burbank. Mr. Beardall provided an overview of Luther Burbank and shared his observations regarding the strategic rationale for the transaction and potential benefits. Mr. Beardall also reviewed a draft non-binding term sheet to present to Luther Burbank that contained the contemplated proposed material terms of such a transaction. The potential terms included an acquisition of Luther Burbank by Washington Federal in an all-stock merger transaction in which Luther Burbank shareholders would receive shares of Washington Federal common stock as merger consideration at an undefined fixed

exchange ratio to be set prior to announcement, but with an anticipated value of a 15% premium to Luther Burbank’s common stock trading price. The draft non-binding term sheet also provided that two representatives of Luther Burbank would be added to the Washington Federal board, although no specific individuals were identified for these board seats. In addition, the draft non-binding term sheet further provided that the parties would separately enter into an exclusivity agreement that would prohibit Luther Burbank or its officers, directors or representatives or advisors from soliciting proposals or entering into discussions with any other party relating to a possible acquisition of Luther Burbank so as to allow the parties sufficient time to conduct due diligence and negotiate a definitive agreement. Following these discussions, the Washington Federal board authorized Mr. Beardall to continue discussions with Luther Burbank regarding a possible strategic transaction and to take such other steps Washington Federal management deemed necessary or appropriate in furtherance of such discussions, including presenting to Luther Burbank a non-binding term sheet and exclusivity agreement on substantially the terms presented to the Washington Federal board.

On October 10, 2022, the Luther Burbank board held a special meeting via videoconference at which representatives of Holland and Knight LLP (“H&K”), Luther Burbank’s outside legal counsel, were present. At this meeting, Ms. Lagomarsino updated the Luther Burbank board on the discussions with Mr. Beardall, including the possibility that Washington Federal might be interested in pursuing a strategic transaction with Luther Burbank. Ms. Lagomarsino provided an overview of Washington Federal and shared her observations regarding the current macroeconomic and rising interest rate environment, as well as the outlook for Luther Burbank on a stand-alone basis in light of the current economic, regulatory and competitive environment. The Luther Burbank board and Ms. Lagomarsino then discussed the strategic rationale for the transaction and potential benefits, and Ms. Lagomarsino shared her perspective regarding potential cost savings and anticipated impact on employees. Representatives from H&K also discussed the directors’ fiduciary duties in connection with considering whether to pursue a potential strategic transaction with Washington Federal. Following these discussions, the Luther Burbank board authorized Ms. Lagomarsino to continue discussions with Washington Federal regarding a possible strategic transaction.

On October 10, 2022, Luther Burbank and Washington Federal entered into a mutual non-disclosure agreement in order to facilitate the mutual exchange of certain business and financial information by each party. Promptly after entering into the mutual non-disclosure agreement, each party made available to representatives of the other party its respective due diligence materials in an electronic data room.

On October 13, 2022, Washington Federal submitted to Luther Burbank a draft non-binding term sheet. The potential terms included an acquisition of Luther Burbank by Washington Federal in an all-stock merger transaction in which Luther Burbank shareholders would receive shares of Washington Federal common stock as merger consideration at an undefined fixed exchange ratio to be set prior to announcement, but with an anticipated value of a 15% premium to Luther Burbank’s common stock trading price. The draft non-binding term sheet also provided that two representatives of Luther Burbank would be added to the Washington Federal board, although no specific individuals were identified for these board seats. In addition, the draft non-binding term sheet further provided that the parties would separately enter into an exclusivity agreement that would prohibit Luther Burbank or its officers, directors or representatives or advisors from soliciting proposals or entering into discussions with any other party relating to a possible acquisition of Luther Burbank so as to allow the parties sufficient time to conduct due diligence and negotiate a definitive agreement.

Between October 13, 2022 and October 18, 2022, Ms. Lagomarsino and Mr. Beardall continued to engage in discussions about terms of a potential transaction between Washington Federal and Luther Burbank, including but not limited to valuation terms and Luther Burbank’s request that the exclusivity agreement be mutual.

On October 18, 2022, the Luther Burbank board held a special meeting via videoconference and received an update from Luther Burbank’s management on the status of discussions with Washington Federal regarding the potential strategic transaction, including an update on term sheet negotiations and due diligence matters. The Luther Burbank board discussed the proposed merger consideration and approach to determining the exchange

ratio. The Luther Burbank board also discussed the strategic and financial rationale for the proposed transaction, the complementary nature of the parties’ businesses, cultures and values, Washington Federal’s historical performance, the lack of overlap of the two financial institutions’ geographic footprints, and Washington Federal’s evolution from a traditional liability-sensitive thrift business model to a more diversified asset-sensitive commercial bank. Luther Burbank’s management reviewed with the Luther Burbank board, among other things, Luther Burbank’s updated standalone financial projections, including the various underlying assumptions and forecast results, market and industry trends, the current rising interest rate environment and Luther Burbank’s growth prospects as a standalone company. At this meeting, representatives of H&K discussed with the Luther Burbank board their fiduciary duties under applicable law in connection with its evaluation of a potential strategic transaction with Washington Federal.

At the October 18, 2022 meeting, the Luther Burbank board approved Piper Sandler’s engagement as the board’s financial advisor in connection with the proposed strategic transaction with Washington Federal. At the meeting, representatives from Piper Sandler provided an overview of the macroeconomic environment, current industry trends, the banking market, bank mergers and acquisitions, a historical and financial overview of Washington Federal and the absence of alternative potential strategic partners at that time. Representatives of Piper Sandler also provided an analysis of Luther Burbank and Washington Federal, each on a stand-alone basis and on a consolidated basis, assuming a strategic transaction was consummated. Piper Sandler also provided an analysis of the financial terms of Washington Federal’s proposal. At the conclusion of the meeting, the Luther Burbank board approved the execution of a 45-day mutual exclusivity agreement which would prohibit both Luther Burbank and Washington Federal and their respective officers, directors, representatives and advisors from soliciting proposals or entering into discussions with any other party relating to a possible acquisition of such party so as to allow the parties sufficient time to complete due diligence and negotiate a definitive agreement.

Commencing immediately after the parties entered into the mutual exclusivity agreement and extending through mid-November 2022, representatives of Luther Burbank and Washington Federal held numerous virtual, telephonic and in-person meetings focused on diligence topics covering a number of operational and functional areas. In addition to participating in due diligence sessions and having in-person meetings with members of the other party’s senior management, throughout October and November 2022, Ms. Lagomarsino and Mr. Beardall continued to engage in discussions about potential valuation terms and the other potential terms of the proposed transaction.

On October 31, 2022, representatives of Luther Burbank sent an initial draft of the merger agreement to representatives of Washington Federal. Thereafter, until the execution of the merger agreement on November 13, 2022, the parties and their respective legal advisors exchanged drafts of, and engaged in discussion and negotiations concerning the terms of, the merger agreement and a shareholder agreement that Washington Federal was requesting from Luther Burbank directors and certain executive officers. During this time, Washington Federal and Luther Burbank continued to conduct due diligence in parallel with the negotiation of the transaction documentation.

On November 2, 2022, the Washington Federal board held a special meeting via videoconference. Washington Federal’s management updated the Washington Federal board on the status of the negotiations.

On November 2, 2022, the Luther Burbank board held a special meeting via videoconference. Luther Burbank’s management, and representatives of H&K and Piper Sandler were also in attendance at this meeting. Representatives of H&K and Luther Burbank’s management updated the Luther Burbank board on the status of the merger agreement and related documents as well as due diligence and reverse due diligence. Luther Burbank’s management reviewed with the Luther Burbank board, among other things, Luther Burbank’s updated standalone financial projections, including the various underlying assumptions and forecast results, market and industry trends, the current rising interest rate environment and Luther Burbank’s growth prospects as a standalone company.

Representatives of Piper Sandler reviewed the macroeconomic environment, industry trends, the banking market, various comparative data and analyst commentary with respect to Luther Burbank and Washington Federal. Representatives of Piper Sandler also presented an updated analysis regarding the updated proposed merger consideration, which reflected an exchange ratio proposed by Washington Federal of 0.3353 shares of Washington Federal common stock for each share of Luther Burbank common stock. This proposed exchange ratio represented a 5% premium over the price of Luther Burbank’s common stock at the time, a decrease in the premium originally proposed by Washington Federal due primarily to Luther Burbank’s reduced earnings outlook in the prevailing interest rate environment.

On November 7, 2022, representatives of Luther Burbank’s management, Washington Federal’s management, H&K and Washington Federal’s outside legal counsel, Davis Wright Tremaine LLP (“DWT”), held a telephonic meeting to discuss the terms of the merger agreement.

On November 8, 2022, the Luther Burbank board held a special meeting via videoconference. Luther Burbank’s management, H&K and Piper Sandler were also in attendance at this meeting. Representatives of H&K and Luther Burbank’s management updated the Luther Burbank board on the status of discussions with Washington Federal, the status of the definitive documentation, due diligence and reverse due diligence matters. Luther Burbank’s management also provided an updated analysis regarding Luther Burbank’s prospects as a standalone company. During the meeting, Piper Sandler led the Luther Burbank board and Luther Burbank’s management in a discussion regarding the proposed exchange ratio, which remained at 0.3353, and certain financial characteristics of the proposed transaction.

On November 8, 2022, the Washington Federal board also held a special meeting via videoconference. Washington Federal’s management, DWT and Washington Federal’s financial advisor, KBW, were also in attendance at this meeting. Washington Federal’s management and representatives of DWT updated the Washington Federal board on the status of discussions with Luther Burbank, the status of the definitive documentation, including a review of the transaction structure and merger consideration, the parties’ respective representations and warranties and covenants, the composition of the board of directors of the combined company, employee benefit matters, closing conditions, and termination provisions, including the circumstances in which Washington Federal would be entitled to receive a termination fee from Luther Burbank, and due diligence matters. During the meeting, KBW reviewed, and engaged in a discussion with the Washington Federal board and Washington Federal’s management regarding, certain financial characteristics of the proposed transaction, including the proposed exchange ratio, which remained at 0.3353.

Over the next several days the parties proceeded to finalize negotiation of the merger agreement and the other related transaction documentation with the assistance of their respective legal advisors and to conclude due diligence activities.

On November 11, 2022, representatives from Washington Federal’s and Luther Burbank’s management and from H&K and DWT held a meeting via videoconference to discuss the merger agreement and related documents, as well as outstanding due diligence matters.

On November 13, 2022, the Luther Burbank board held a special meeting via videoconference to further review and discuss the financial and legal terms of the proposed transaction with Washington Federal. Luther Burbank’s management were present, and representatives of H&K and Piper Sandler were also in attendance at this meeting to discuss the legal, regulatory and financial implications of the proposed transaction. At the meeting, representatives of H&K presented a summary of the legal terms of the merger agreement, including a review of the transaction structure and merger consideration, the parties’ respective representations and warranties and covenants, the composition of the board of directors of the combined company, employee benefit matters, closing conditions, and termination provisions, including the potential liability for termination fees. Representatives of H&K also discussed the directors’ fiduciary duties in connection with the Luther Burbank board’s evaluation of the proposed transaction and presented a final update regarding H&K and Luther

Burbank’s findings from the reverse due diligence process. Ms. Lagomarsino provided an update on the results of the negotiations since the prior board meeting. Representatives of Piper Sandler reviewed with the Luther Burbank board Piper Sandler’s further updated financial analysis of the proposed transaction. The Luther Burbank board discussed various aspects of the financial analysis. Thereafter, Piper Sandler rendered to the Luther Burbank board Piper Sandler’s oral opinion, which was subsequently confirmed in writing, to the effect that, as of November 13, 2022, and based on and subject to the factors and various assumptions made, procedures followed, matters considered, and limitations and qualifications on the review undertaken as described in such opinion, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to Luther Burbank shareholders. For more information, see the section entitled “The Merger — Opinion of Luther Burbank’s Financial Advisor” beginning on page 77 and Appendix C. At the conclusion of the meeting, after careful review and discussion by the Luther Burbank board, including consideration of the factors described below under “The Merger — Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger” beginning on page 73, the Luther Burbank board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger and the bank merger, are advisable and in the best interests of Luther Burbank and its shareholders and unanimously adopted and approved the merger agreement and the transactions contemplated thereby, including the merger.

On November 13, 2022, the Washington Federal board also held a special meeting via videoconference for the purposes of considering the merger agreement. At that meeting, the Washington Federal board thoroughly discussed and considered the terms and conditions of the merger and the merger agreement. Washington Federal’s management and representatives of DWT provided an update to the Washington Federal board on the results of the negotiations since the prior board meeting, and representatives of DWT reviewed with the Washington Federal board the legal terms of the merger agreement, including a review of the transaction structure and merger consideration, the parties’ respective representations and warranties and covenants, the composition of the board of directors of the combined company, employee benefit matters, closing conditions, and termination provisions, including the circumstances in which Washington Federal would be entitled to receive a termination fee from Luther Burbank. KBW reviewed with the Washington Federal board the financial aspects of the proposed merger and rendered an opinion to the Washington Federal board to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Washington Federal. After deliberation, the Washington Federal board voted unanimously to approve the merger agreement and the transactions contemplated by the merger agreement, and authorized Washington Federal management to execute the merger agreement.

Following the meetings of the Luther Burbank board and the Washington Federal board on November 13, 2022, Luther Burbank and Washington Federal executed the merger agreement. The parties announced the transaction the evening of November 13, 2022, in a press release jointly issued by Washington Federal and Luther Burbank.

Recommendation of the Washington Federal Board and Reasons of Washington Federal for the Merger

After careful consideration, at a meeting held on November 13, 2022, the Washington Federal board unanimously determined that the merger agreement, including the merger and the other transactions, including the issuance of additional shares of Washington Federal common stock, contemplated thereby, is in the best interests of Washington Federal and its shareholders. Accordingly, the Washington Federal board unanimously approved the merger agreement and the share issuance and recommends that Washington Federal’s shareholders vote “FOR” approval of the Washington Federal share issuance proposal and “FOR” approval of the Washington Federal adjournment proposal.

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommend that Washington Federal’s shareholders vote “FOR” approval of the Washington Federal share issuance proposal, the Washington Federal board evaluated the merger

agreement, the merger and the other transactions, including the issuance of additional shares of Washington Federal common stock, contemplated by the merger agreement in consultation with Washington Federal management, as well as Washington Federal’s outside financial and legal advisors, and considered a number of factors, including the following material factors:

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its belief that the merger will result in a stronger commercial banking franchise with a diversified revenue stream, strong capital ratios, a well-balanced loan portfolio and an attractive funding base that has the potential to deliver enhanced value to Washington Federal’s shareholders;

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its understanding of Luther Burbank’s business, operations, regulatory and financial condition, asset quality, earnings, capital and prospects taking into account publicly available information and information furnished by Luther Burbank;

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its belief that the two companies share a common vision of the importance of customer service and local decision-making and that management and employees of Luther Burbank and Washington Federal possess complementary skills and expertise, which it believes should facilitate integration and implementation of the transaction;

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the anticipated pro forma financial impact of the merger on Washington Federal, including potential synergies, and the expected impact on financial metrics such as earnings and regulatory capital levels;

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the benefits to Washington Federal and its customers of operating as a larger organization, including enhancements in products and services, higher lending limits, and greater financial resources;

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the opportunity for Washington Federal to enter the California market in a meaningful way and expand and strengthen its presence in the West without generating substantial amounts of goodwill that would dilute shareholders;

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the shareholder agreements, as more fully described below under “The Merger – Shareholder Agreements” beginning on page 98;

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the increasing importance of operational scale and financial resources in maintaining efficiency and remaining competitive over the long term and in being able to capitalize on technological developments which significantly impact industry competitive conditions;

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the expected social and economic impact of the merger on the constituencies served by Washington Federal, including its borrowers, customers, depositors, employees, suppliers and communities;

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the opinion, dated November 13, 2022, of KBW to the Washington Federal board as to the fairness, from a financial point of view and as of the date of the opinion, to Washington Federal of the exchange ratio in the merger, as more fully described below under the section entitled “The Merger – Opinion of Washington Federal’s Financial Advisor” beginning on page 58; and

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Washington Federal’s review with Washington Federal’s outside legal advisor, DWT, of the material terms of the merger agreement, including the transaction structure, the amount and type of consideration to be paid, the terms related to a change in the Luther Burbank board’s recommendation to its shareholders, and the terms related to termination of the merger agreement, including the circumstances in which Washington Federal would be entitled to receive a termination fee from Luther Burbank, and regulatory approvals for the transaction.

The Washington Federal board also considered a number of potential risks and uncertainties associated with the merger in connection with its deliberation of the proposed transaction, including, without limitation, the following:

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the potential risk of diverting management attention and resources from the operation of Washington Federal’s business and towards the completion of the merger;

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the potential risks associated with achieving anticipated cost savings and successfully integrating Luther Burbank’s business, operations and workforce with those of Washington Federal;

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the merger-related costs;

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the fact that, while Washington Federal expects that the merger will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the merger agreement will be satisfied, including the risk that necessary regulatory approvals of the merger and the bank merger, the Washington Federal shareholder approval of the share issuance or the Luther Burbank shareholder approval of the merger agreement and the merger might not be obtained and, as a result, the merger may not be consummated;

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the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or challenges arising from, the integration of the two companies or as a result of the strength of the economy, general market conditions and competitive factors in the areas where Washington Federal and Luther Burbank operate their respective businesses;

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the possibility that the fair value of the assets held by each of Luther Burbank and Washington Federal as a result of the merger may be affected negatively in the event of adverse changes in interest rates, which would reduce or eliminate the anticipated benefits of the merger for Washington Federal shareholders;

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the risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the pending merger; and

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the other risks described under the sections entitled “Risk Factors” beginning on page 25 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34.

The foregoing discussion of the information and factors considered by the Washington Federal board is not intended to be exhaustive, but includes the material factors considered by the Washington Federal board. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Washington Federal board did not quantify or assign any relative weights to the specific factors it considered, and individual directors may have given different weights to different factors. The Washington Federal board considered all these factors as a whole, and overall considered the factors to be favorable to, and to support, its determination.

The Washington Federal board unanimously approved the merger agreement and recommends that Washington Federal’s shareholders vote “FOR” approval of the Washington Federal share issuance proposal and “FOR” approval of the Washington Federal adjournment proposal.

This summary of the reasoning of the Washington Federal board and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34.

Opinion of Washington Federal’s Financial Advisor

Washington Federal engaged KBW to render financial advisory and investment banking services to Washington Federal, including an opinion to the Washington Federal board as to the fairness, from a financial point of view, to Washington Federal of the exchange ratio in the proposed merger. Washington Federal selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the Washington Federal board held on November 13, 2022 at which the Washington Federal board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed

merger was fair, from a financial point of view, to Washington Federal. The Washington Federal board approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Appendix B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Washington Federal board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to Washington Federal. It did not address the underlying business decision of Washington Federal to engage in the merger or enter into the merger agreement or constitute a recommendation to the Washington Federal board in connection with the merger, and it does not constitute a recommendation to any holder of Washington Federal common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, shareholders’, affiliates’ or other agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Washington Federal and Luther Burbank and bearing upon the merger, including, among other things:

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a draft of the merger agreement, dated November 11, 2022 (the most recent draft then made available to KBW);

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the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended September 30, 2021 of Washington Federal;

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the unaudited quarterly financial statements and the Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2021, March 31, 2022 and June 30, 2022 of Washington Federal;

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certain unaudited financial results for the fiscal year and the fiscal quarter ended September 30, 2022 of Washington Federal (contained in the Current Report on Form 8-K filed by Washington Federal with the SEC on October 14, 2022);

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the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2021 of Luther Burbank;

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the unaudited quarterly financial statements and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 of Luther Burbank;

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certain regulatory filings of Washington Federal and Luther Burbank and their respective subsidiaries, including the quarterly reports on Form FR Y-9C and quarterly call reports filed with respect to each quarter during the three year period ended December 31, 2021 as well as the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022;

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certain other interim reports and other communications of Washington Federal and Luther Burbank to their respective shareholders; and

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other financial information concerning the respective businesses and operations of Washington Federal and Luther Burbank furnished to KBW by Washington Federal and Luther Burbank or which KBW was otherwise directed to use for purposes of its analysis.

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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the historical and current financial position and results of operations of Washington Federal and Luther Burbank;

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the assets and liabilities of Washington Federal and Luther Burbank;

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the nature and terms of certain other merger transactions and business combinations in the banking industry;

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a comparison of certain financial and stock market information of Washington Federal and Luther Burbank with similar information for certain other companies, the securities of which were publicly traded;

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publicly available consensus “street estimates” of Luther Burbank (as adjusted by Washington Federal management), as well as assumed long-term growth rates for Luther Burbank provided to KBW by Washington Federal management, all of which information was discussed with KBW by Washington Federal management and used and relied upon by KBW at the direction of such management and with the consent of the Washington Federal board;

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publicly available consensus “street estimates” of Washington Federal, as well as assumed long-term growth rates for Washington Federal provided to KBW by Washington Federal management, all of which information was discussed with KBW by Washington Federal management and used and relied upon by KBW at the direction of such management and with the consent of the Washington Federal board; and

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estimates regarding certain pro forma financial effects of the merger on Washington Federal (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger) that were prepared by Washington Federal management, provided to and discussed with KBW by such management, and used and relied upon by KBW at the direction of such management and with the consent of the Washington Federal board.

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions that were held by the managements of Washington Federal and Luther Burbank regarding the past and current business operations, regulatory relations, financial condition and future prospects of Washington Federal and Luther Burbank and such other matters as KBW deemed relevant to its inquiry.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to or discussed with it or that was publicly available and KBW did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon Washington Federal management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Luther Burbank (as adjusted by Washington Federal management), the publicly available consensus “street estimates” of Washington Federal, the assumed long-term growth rates for Luther Burbank and Washington Federal, and the estimates regarding certain pro forma financial effects of the merger on Washington Federal (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information (as so adjusted in the case of the publicly available consensus “street estimates” of Luther Burbank) was reasonably prepared and represented, or in the case of the publicly available consensus “street estimates” of Washington Federal referred to above that such estimates were consistent with, the best currently available estimates and judgments of Washington Federal management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods

estimated. The publicly available consensus “street estimates” of Luther Burbank (as adjusted by Washington Federal management), as well as the assumed long-term growth rates for Luther Burbank provided to KBW by Washington Federal management, all of which KBW was directed by such management to use, reflected differences from the forecasts and projections that were prepared by Luther Burbank and provided to Washington Federal. Accordingly, with the consent of Washington Federal, in rendering its opinion, KBW’s reliance upon Washington Federal management as to the reasonableness and achievability of such publicly available consensus “street estimates” of Luther Burbank (as so adjusted) and such assumed long-term growth rates for Luther Burbank included reliance upon the judgments, estimates and assessments of Washington Federal management with respect to such differences.

It is understood that the portion of the foregoing financial information of Washington Federal and Luther Burbank that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Luther Burbank and Washington Federal, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions, and, in particular, the widespread disruption, extraordinary uncertainty and unusual volatility arising from global tensions and political unrest, economic uncertainty, inflation, and the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the management of Washington Federal and with the consent of the Washington Federal board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. Among other things, such information assumed that the ongoing COVID-19 pandemic could have an adverse impact on Washington Federal and Luther Burbank. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Washington Federal or Luther Burbank since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with Washington Federal’s consent, that the aggregate allowances for loan and lease losses for each of Washington Federal and Luther Burbank are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Washington Federal or Luther Burbank, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Washington Federal or Luther Burbank under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses:

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the merger and any related transactions (including, without limitation, the bank merger) would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ, in any respect material to its analyses, from the draft of the merger agreement reviewed by KBW and referred to above), with no adjustments to the exchange ratio and with no other consideration or payments in respect of Luther Burbank common stock;

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the representations and warranties of each party in the merger agreement and in all related documents referred to in the merger agreement were true and correct;

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each party to the merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

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there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transactions and all conditions to the completion of the merger and any related transactions would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and

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in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of Washington Federal, Luther Burbank or the pro forma entity, or the contemplated benefits of the merger, including without limitation the cost savings and related expenses expected to result or be derived from the merger.

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act and the Exchange Act and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Washington Federal that Washington Federal relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Washington Federal, Luther Burbank, the merger and any related transaction (including the bank merger), and the merger agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the exchange ratio in the merger to Washington Federal. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction (including the bank merger), including without limitation, the form or structure of the merger or any such related transaction, any consequences of the merger or any related transaction to Washington Federal, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. There is currently significant volatility in the stock and other financial markets arising from global tensions and political unrest, economic uncertainty, inflation, and the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

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the underlying business decision of Washington Federal to engage in the merger or enter into the merger agreement;

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the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by Washington Federal or the Washington Federal board;

•

the fairness of the amount or nature of any compensation to any of Washington Federal’s officers, directors or employees, or any class of such persons, relative to any compensation to the holders of Washington Federal common stock or relative to the exchange ratio;

•

the effect of the merger or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of Washington Federal, Luther Burbank or any other party to any transaction contemplated by the merger agreement;

•

the actual value of Washington Federal common stock to be issued in connection with the merger;

•

the prices, trading range or volume at which Washington Federal common stock or Luther Burbank common stock would trade following the public announcement of the merger or the prices, trading range or volume at which Washington Federal common stock would trade following the consummation of the merger;

•

any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the merger agreement; or

•

any legal, regulatory, accounting, tax or similar matters relating to Washington Federal, Luther Burbank, any of their respective shareholders, or relating to or arising out of or as a consequence of the merger or any other related transaction (including the bank merger), including whether or not the merger would qualify as a tax-free reorganization for U.S. federal income tax purposes.

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Washington Federal and Luther Burbank. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the Washington Federal board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Washington Federal board with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between Washington Federal and Luther Burbank and the decision of Washington Federal to enter into the merger agreement was solely that of the Washington Federal board.

The following is a summary of the material financial analyses presented by KBW to the Washington Federal board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Washington Federal board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the proposed merger of $12.53 per outstanding share of Luther Burbank common stock, or approximately $640.8 million in the aggregate, based on the 0.3353x exchange ratio in the proposed merger and the closing price of Washington Federal common stock on November 9, 2022. In addition to the financial analyses described below, KBW reviewed with the Washington Federal board for informational purposes, among other things, an implied transaction multiple for the proposed merger (based on the implied transaction value for the proposed merger of $12.53 per outstanding share of Luther Burbank common stock) of 14.5x Luther Burbank’s estimated 2023 earnings per share (“EPS”) assuming a September 30 fiscal year end using publicly available consensus “street estimates” of Luther Burbank (as adjusted by Washington Federal management).

Washington Federal Selected Companies Analysis (Group A). Using publicly available information, KBW compared the financial performance, financial condition and market performance of Washington Federal to seven selected major exchange-traded banks that were headquartered in the Western Region (defined as Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, New Mexico, Nevada, Oregon, Utah, Washington and Wyoming ) with total assets between $15 billion and $35 billion. Merger targets and ethnic-focused banks were excluded from the selected companies.

The selected companies were as follows (shown in descending order of total assets):

First Interstate BancSystem, Inc.

Glacier Bancorp, Inc.

First Hawaiian, Inc.

Bank of Hawaii Corporation

Pacific Premier Bancorp, Inc. Banner Corporation CVB Financial Corp.

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter (“MRQ”) or the latest 12 months (“LTM”) available (which, in all cases, were the periods ended September 30, 2022) or as of the end of such periods and market price information as of November 9, 2022. KBW also used fiscal year 2022 and 2023 EPS estimates taken from consensus “street” estimates for Washington Federal (which has a fiscal year end of September 30) and the selected companies (which have fiscal year ends of December 31). Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data presented in the tables below may not correspond to the data presented in Washington Federal’s historical financial statements, or the data presented under the section entitled “Opinion of Luther Burbank’s Financial Advisor” beginning on page 77, as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Washington Federal and the selected companies:


				Selected Companies (Group A)
	Washington Federal			25^th Percentile			Median			Average			75^th Percentile
MRQ Core Return on Average Assets⁽¹⁾		1.52	%		1.16	%		1.23	%		1.28	%		1.41	%
MRQ Core Return on Average Tangible Common Equity⁽¹⁾		18.90	%		17.77	%		21.10	%		19.89	%		21.80	%
MRQ Net Interest Margin		3.64	%		3.14	%		3.46	%		3.36	%		3.66	%
MRQ Fee Income / Revenue Ratio⁽²⁾		10.0	%		9.9	%		12.9	%		14.1	%		18.5	%
MRQ Net Interest Expense / Average Assets		1.84	%		2.04	%		1.86	%		1.88	%		1.82	%
MRQ Efficiency Ratio		48.2	%		55.3	%		52.3	%		51.0	%		50.3	%

(1)	Core net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items.

(2)	Excluded gain / (loss) on sale of securities.

KBW’s analysis also showed the following concerning the financial condition of Washington Federal and the selected companies:


				Selected Companies (Group A)
	Washington Federal			25^th Percentile			Median			Average			75^th Percentile
Tangible Common Equity / Tangible Assets		8.14	%		5.47	%		6.41	%		6.34	%		6.89	%
Total Capital Ratio		12.94	%		13.37	%		13.85	%		13.79	%		14.09	%
Loans Held for Investment / Deposits		101.6	%		68.5	%		67.9	%		68.3	%		63.5	%
Loan Loss Reserve / Loans		1.06	%		1.09	%		1.20	%		1.17	%		1.26	%
Nonperforming Assets / Loans + OREO⁽¹⁾		0.35	%		0.44	%		0.41	%		0.40	%		0.22	%
MRQ Net Charge-offs / Average Loans		(0.01	)%		0.08	%		0.03	%		0.06	%		0.01	%

(1)	Included performing renegotiated loans (troubled debt restructurings).

In addition, KBW’s analysis showed the following concerning the market performance of Washington Federal and the selected companies:


				Selected Companies (Group A)
	Washington Federal			25^th Percentile			Median			Average			75^th Percentile
One-Year Stock Price Change		5.8	%		(12.0	)%		(3.2	)%		1.1	%		9.3	%
Year-To-Date Stock Price Change		11.9	%		(8.3	)%		0.2	%		4.2	%		12.7	%
Price / Tangible Book Value per Share		1.47	x		2.48	x		2.69	x		2.80	x		3.22	x
Price / LTM EPS Estimate		11.0	x		13.1	x		13.7	x		16.7	x		20.6	x
Price / 2022 EPS Estimate		11.0	x		12.4	x		13.5	x		15.5	x		18.7	x
Price / 2023 EPS Estimate		8.7	x		10.9	x		11.7	x		12.8	x		13.7	x
Dividend Yield		2.6	%		2.7	%		3.7	%		3.3	%		3.9	%
LTM Dividend Payout Ratio		28.0	%		45.7	%		50.6	%		53.3	%		55.9	%

No company used as a comparison in the above selected companies analysis is identical to Washington Federal. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Washington Federal Selected Companies Analysis (Group B). Using publicly available information, KBW compared the financial performance, financial condition and market performance of Washington Federal to eight selected major exchange-traded U.S. banks with total assets between $16 billion and $40 billion and Single Family Loans / Total Loans as of the end of the most recent completed fiscal quarter available greater than 30%. Merger targets were excluded from the selected companies.

The selected companies were as follows (shown in descending order of total assets):

Associated Banc-Corp

Prosperity Bancshares, Inc.

BankUnited, Inc.

Fulton Financial Corporation

First Hawaiian, Inc.

Bank of Hawaii Corporation

Axos Financial, Inc.

Hilltop Holdings Inc.

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter or the latest 12 months available (which, in all cases, were the periods ended September 30, 2022) or as of the end of such periods and market price information as of November 9, 2022. KBW also used fiscal year 2022 and 2023 EPS estimates taken from consensus “street” estimates for Washington Federal (which has a fiscal year end of September 30) and the selected companies (which have fiscal year ends of December 31). Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data presented in the tables below may not correspond to the data presented in Washington Federal’s historical financial statements, or the data presented under the section entitled “Opinion of Luther Burbank’s Financial Advisor” beginning on page 77, as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Washington Federal and the selected companies:


				Selected Companies (Group B)
	Washington Federal			25^th Percentile			Median			Average			75^th Percentile
MRQ Core Return on Average Assets⁽¹⁾		1.52	%		1.00	%		1.08	%		1.15	%		1.24	%
MRQ Core Return on Average Tangible Common Equity⁽¹⁾		18.90	%		14.17	%		16.62	%		16.50	%		19.86	%
MRQ Net Interest Margin		3.64	%		2.89	%		3.12	%		3.19	%		3.29	%
MRQ Fee Income / Revenue Ratio⁽²⁾		10.0	%		12.8	%		20.7	%		22.7	%		22.1	%
MRQ Net Interest Expense / Average Assets		1.84	%		2.27	%		1.96	%		2.52	%		1.74	%
MRQ Efficiency Ratio		48.2	%		57.9	%		55.9	%		56.8	%		51.1	%

(1)	Core net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items.

(2)	Excluded gain / (loss) on sale of securities.

KBW’s analysis also showed the following concerning the financial condition of Washington Federal and the selected companies:


				Selected Companies (Group B)
	Washington Federal			25^th Percentile			Median			Average			75^th Percentile
Tangible Common Equity / Tangible Assets		8.14	%		6.20	%		6.88	%		7.36	%		8.74	%
Total Capital Ratio		12.94	%		12.92	%		13.36	%		14.24	%		14.39	%
Loans Held for Investment / Deposits		101.6	%		92.9	%		79.4	%		79.5	%		63.6	%
Loan Loss Reserve / Loans		1.06	%		1.02	%		1.07	%		1.09	%		1.16	%
Nonperforming Assets / Loans + OREO⁽¹⁾		0.35	%		0.88	%		0.52	%		0.69	%		0.37	%
MRQ Net Charge-offs / Average Loans		(0.01	)%		0.06	%		0.04	%		0.05	%		0.03	%

(1)	Included performing renegotiated loans (troubled debt restructurings).

In addition, KBW’s analysis showed the following concerning the market performance of Washington Federal and the selected companies:


				Selected Companies (Group B)
	Washington Federal			25^th Percentile			Median			Average			75^th Percentile
One-Year Stock Price Change		5.8	%		(21.0	)%		(12.0	)%		(12.3	)%		(3.4	)%
Year-To-Date Stock Price Change		11.9	%		(18.2	)%		(8.3	)%		(8.6	)%		2.1	%
Price / Tangible Book Value per Share		1.47	x		1.33	x		1.66	x		1.80	x		2.17	x
Price / LTM EPS Estimate		11.0	x		11.0	x		12.3	x		11.9	x		13.5	x
Price / 2022 EPS Estimate		11.0	x		10.4	x		11.6	x		12.2	x		12.9	x
Price / 2023 EPS Estimate		8.7	x		9.2	x		10.4	x		11.4	x		12.4	x
Dividend Yield		2.6	%		2.7	%		3.1	%		2.8	%		3.5	%
LTM Dividend Payout Ratio		28.0	%		27.2	%		37.3	%		34.4	%		44.7	%

Luther Burbank Selected Companies Analysis (Group A). Using publicly available information, KBW compared the financial performance, financial condition and market performance of Luther Burbank to nine selected major exchange-traded banks that were headquartered in the Western Region with total assets between $5 billion and $10 billion. Merger targets and ethnic-focused banks were excluded from the selected companies.

The selected companies were as follows (shown in descending order of total assets):

TriCo Bancshares

Banc of California, Inc.

HomeStreet, Inc.

National Bank Holdings Corporation

Central Pacific Financial Corp.

Heritage Financial Corporation

Westamerica Bancorporation

LendingClub Corporation

Heritage Commerce Corp

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter or the latest 12 months available (which, in all cases, were the periods ended September 30, 2022) or as of the end of such periods and market price information as of November 9, 2022. KBW also used calendar year 2022 and 2023 earnings per share estimates taken from consensus “street” estimates for Luther Burbank and the selected companies and also consensus “street” estimates for Luther Burbank as adjusted by Washington Federal management. Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios (subsidiary bank level data necessary to calculate Total Capital Ratio was also not then publicly available for one of the selected companies). Certain financial data presented in the tables below may not correspond to the data presented in Luther Burbank’s historical financial statements, or the data presented under the section entitled “Opinion of Luther Burbank’s Financial Advisor” beginning on page 77, as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Luther Burbank and the selected companies:


				Selected Companies (Group A)
	Luther Burbank			25^th Percentile			Median			Average			75^th Percentile
MRQ Core Return on Average Assets⁽¹⁾		1.12	%		1.11	%		1.17	%		1.41	%		1.53	%
MRQ Core Return on Average Tangible Common Equity⁽¹⁾		12.60	%		12.20	%		15.32	%		15.93	%		18.93	%
MRQ Net Interest Margin		2.42	%		3.44	%		3.58	%		4.09	%		4.01	%
MRQ Fee Income / Revenue Ratio⁽²⁾		1.6	%		11.2	%		14.3	%		17.7	%		15.3	%
MRQ Net Interest Expense / Average Assets		0.80	%		2.27	%		2.15	%		3.13	%		2.08	%
MRQ Efficiency Ratio		33.3	%		60.7	%		57.0	%		54.1	%		47.8	%

(1)	Core net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items.

(2)	Excluded gain / (loss) on sale of securities.

KBW’s analysis also showed the following concerning the financial condition of Luther Burbank and the selected companies:


				Selected Companies (Group A)
	Luther Burbank			25^th Percentile			Median			Average			75^th Percentile
Tangible Common Equity / Tangible Assets		8.50	%		5.98	%		7.59	%		8.11	%		8.97	%
Total Capital Ratio		19.20	%		13.78	%		14.00	%		14.45	%		14.38	%
Loans Held for Investment / Deposits		118.3	%		95.8	%		82.7	%		77.0	%		68.7	%
Loan Loss Reserve / Loans		0.53	%		1.14	%		1.26	%		1.83	%		1.61	%
Nonperforming Assets / Loans + OREO⁽¹⁾		0.07	%		0.51	%		0.40	%		0.35	%		0.16	%
MRQ Net Charge-offs / Average Loans		0.00	%		0.12	%		0.01	%		0.27	%		(0.00	)%

(1)	Included performing renegotiated loans (troubled debt restructurings).

In addition, KBW’s analysis showed the following concerning the market performance of Luther Burbank and the selected companies:


				Selected Companies (Group A)
	Luther Burbank			25^th Percentile			Median			Average			75^th Percentile
One-Year Stock Price Change		(18.9	)%		(30.6	)%		5.9	%		(11.9	)%		14.3	%
Year-To-Date Stock Price Change		(14.3	)%		(29.7	)%		6.3	%		(6.8	)%		15.8	%
Price / Tangible Book Value per Share		0.91	x		1.17	x		1.95	x		1.93	x		2.20	x
Price / LTM EPS Estimate		6.9	x		7.2	x		14.1	x		11.8	x		15.3	x
Price / 2022 EPS Estimate		7.3	x		7.8	x		12.7	x		11.0	x		14.3	x
Price / 2023 EPS Estimate		10.6x/15.1	x⁽¹⁾		8.2	x		9.8	x		9.8	x		11.6	x
Dividend Yield		4.0	%		2.1	%		2.5	%		2.8	%		3.8	%
LTM Dividend Payout Ratio		27.4	%		28.7	%		36.3	%		31.2	%		37.8	%

(1)	First multiple based on consensus “street” estimate for Luther Burbank and second multiple based on consensus “street” estimate for Luther Burbank as adjusted by Washington Federal management.

No company used as a comparison in the above selected companies analysis is identical to Luther Burbank. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Luther Burbank Selected Companies Analysis (Group B). Using publicly available information, KBW compared the financial performance, financial condition and market performance of Luther Burbank to 14 selected major exchange-traded U.S. banks, savings banks and thrifts with total assets between $3 billion and $25 billion and Multifamily Loans / Total Loans as of the end of the most recent completed fiscal quarter available greater than 25%. Merger targets were excluded from the selected companies.

The selected companies were as follows (shown by column in descending order of total assets):

Pacific Premier Bancorp, Inc.

Dime Community Bancshares, Inc

First Foundation Inc.

Merchants Bancorp

ConnectOne Bancorp, Inc.

HomeStreet, Inc.

Flushing Financial Corporation

Kearny Financial Corp.

The Bancorp, Inc.

Peapack-Gladstone Financial Corporation

Northfield Bancorp, Inc.

The First of Long Island Corporation

Bridgewater Bancshares, Inc.

Hingham Institution for Savings

To perform this analysis, KBW used profitability and other financial information for the most recent completed fiscal quarter or the latest 12 months available (which, in all cases, were the periods ended September 30, 2022) or as of the end of such periods and market price information as of November 9, 2022. KBW also used fiscal year 2022 and 2023 earnings per share estimates taken from consensus “street” estimates for Luther Burbank and the selected companies (which have fiscal year ends of December 31 in all cases (including Luther Burbank) except for Kearny Financial Corp.) to the extent publicly available (consensus “street” estimates were not publicly available for one of the selected companies) and also consensus “street” estimates for Luther Burbank as adjusted by Washington Federal management. Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios (subsidiary bank level data necessary to calculate Total Capital Ratio was also unreported for three of the selected companies). Certain financial data presented in the tables below may not correspond to the data presented in Luther Burbank’s historical financial statements, or the data presented under the section entitled “Opinion of Luther Burbank’s Financial Advisor” beginning on page 77, as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of Luther Burbank and the selected companies:


				Selected Companies (Group B)
	Luther Burbank			25^th Percentile			Median			Average			75^th Percentile
MRQ Core Return on Average Assets⁽¹⁾		1.12	%		1.11	%		1.27	%		1.29	%		1.44	%
MRQ Core Return on Average Tangible Common Equity⁽¹⁾		12.60	%		13.01	%		14.77	%		15.51	%		17.72	%
MRQ Net Interest Margin		2.42	%		2.99	%		3.08	%		3.19	%		3.49	%
MRQ Fee Income / Revenue Ratio⁽²⁾		1.6	%		5.7	%		10.5	%		12.1	%		12.8	%
MRQ Net Interest Expense / Average Assets		0.80	%		2.00	%		1.61	%		1.67	%		1.43	%
MRQ Efficiency Ratio		33.3	%		53.1	%		49.3	%		47.0	%		39.6	%

(1)	Core net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items.

(2)	Excluded gain / (loss) on sale of securities.

KBW’s analysis also showed the following concerning the financial condition of Luther Burbank and the selected companies:


				Selected Companies (Group B)
	Luther Burbank			25^th Percentile			Median			Average			75^th Percentile
Tangible Common Equity / Tangible Assets		8.50	%		7.51	%		8.06	%		8.16	%		8.60	%
Total Capital Ratio		19.20	%		12.32	%		13.78	%		13.44	%		14.57	%
Loans Held for Investment / Deposits		118.3	%		108.3	%		96.8	%		98.8	%		92.7	%
Loan Loss Reserve / Loans		0.53	%		0.54	%		0.82	%		0.81	%		1.11	%
Nonperforming Assets / Loans + OREO⁽¹⁾		0.07	%		0.74	%		0.38	%		0.51	%		0.20	%
MRQ Net Charge-offs / Average Loans		0.00	%		0.02	%		0.01	%		0.02	%		0.00	%

(1)	Included performing renegotiated loans (troubled debt restructurings).

In addition, KBW’s analysis showed the following concerning the market performance of Luther Burbank and, to the extent publicly available, the selected companies:


				Selected Companies (Group B)
	Luther Burbank			25^th Percentile			Median			Average			75^th Percentile
One-Year Stock Price Change		(18.9	)%		(32.7	)%		(20.4	)%		(21.7	)%		(12.6	)%
Year-To-Date Stock Price Change		(14.3	)%		(30.5	)%		(18.0	)%		(17.3	)%		(4.9	)%
Price / Tangible Book Value per Share		0.91	x		0.97	x		1.14	x		1.33	x		1.52	x
Price / LTM EPS Estimate		6.9	x		7.5	x		9.6	x		9.5	x		11.3	x
Price / 2022 EPS Estimate		7.3	x		7.8	x		9.1	x		9.1	x		10.7	x
Price / 2023 EPS Estimate		10.6x / 15.1	x⁽¹⁾		8.4	x		9.1	x		9.4	x		11.5	x
Dividend Yield		4.0	%		1.0	%		3.0	%		2.7	%		4.2	%
LTM Dividend Payout Ratio		27.4	%		7.7	%		23.2	%		22.8	%		36.9	%

(1)	First multiple based on consensus “street” estimate for Luther Burbank and second multiple based on consensus “street” estimate for Luther Burbank as adjusted by Washington Federal management.

Selected Transactions Analysis. KBW reviewed publicly available information related to 11 selected U.S. bank mergers and acquisitions transactions announced since January 1, 2020 with a total announced transaction value between $500 million and $1 billion.

The selected transactions were as follows:

Acquiror

Acquired Company

Simmons First National Corporation

CBTX, Inc.

Home Bancshares, Inc.

SouthState Corporation

United Community Banks, Inc.

Glacier Bancorp, Inc.

Eastern Bankshares, Inc.

WSFS Financial Corporation

SVB Financial Group

Pacific Premier Bancorp, Inc.

FB Financial Corporation

Spirit of Texas Bancshares, Inc.

Allegiance Bancshares, Inc.

Happy Bancshares, Inc.

Atlantic Capital Bancshares, Inc.

Reliant Bancorp, Inc.

Altabancorp

Century Bancorp, Inc.

Bryn Mawr Bank Corporation

Boston Private Financial Holdings, Inc.

Opus Bank

Franklin Financial Network, Inc.

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction and publicly available one year LTM estimated EPS prior to the announcement of the respective transaction:

•

Price per common share to tangible book value per share of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity);

•

Pay-to-Trade ratio (calculated as the price to tangible book value multiple paid in the respective transaction divided by the acquiror’s standalone closing stock price to tangible book value multiple);

•

Price per common share to LTM estimated EPS of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by LTM earnings); and

•

Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium.

KBW also reviewed the price per common share paid for the acquired company in the 10 selected transactions involving publicly traded acquired companies as a premium/(discount) to the closing price of the acquired company one day prior to the announcement of the respective transaction (expressed as a percentage and referred to as the one-day market premium). The above transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the proposed merger based on the implied transaction value for the proposed merger of $12.53 per outstanding share of Luther Burbank common stock and using historical financial information for Luther Burbank as of or for the 12-month period ended September 30, 2022 and the closing price of Luther Burbank common stock on November 9, 2022.

The results of the analysis are set forth in the following (excluding the impact of the LTM EPS multiple for one of the selected transactions, which multiple was considered not meaningful because it was greater than 40.0x):


	Washington Federal / Luther Burbank			25^th Percentile			Median			Average			75^th Percentile
Price / Tangible Book Value per Share		0.95	x		1.50	x		1.62	x		1.75	x		1.82	x
Pay to Trade Ratio		0.65	x		0.81	x		0.93	x		0.92	x		1.03	x
Price / LTM EPS		7.2	x		12.3	x		13.7	x		16.2	x		19.1	x
Core Deposit Premium		(0.8	)%		5.6	%		7.1	%		8.8	%		12.4	%
One-Day Market Premium		4.1	%		11.1	%		13.6	%		13.8	%		18.6	%

No company or transaction used as a comparison in the above selected transaction analysis is identical to Luther Burbank or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Relative Contribution Analysis. KBW analyzed the relative standalone contribution of Washington Federal and Luther Burbank to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) historical balance sheet data for Washington Federal and Luther Burbank as of September 30, 2022, (ii) publicly available consensus “street estimates” of Washington Federal, (iii) publicly available consensus “street estimates” of Luther Burbank (as adjusted by Washington Federal management) assuming a September 30 fiscal year end, and (iv) market price data as of November 9, 2022. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of Washington Federal and Luther Burbank shareholders in the combined company based on the 0.3353x exchange ratio provided for in the merger agreement:


	Washington Federal % of Total			Luther Burbank % of Total
Ownership at 0.3353x merger exchange ratio:		79.2	%		20.8	%
Pre-Transaction Market Capitalization:		79.9	%		20.1	%
Balance Sheet:
Assets		72.4	%		27.6	%
Gross Loans Held for Investment (excl. PPP)		70.4	%		29.6	%


	Washington Federal % of Total			Luther Burbank % of Total
Deposits		73.4	%		26.6	%
Tangible Common Equity		71.2	%		28.8	%
Income Statement:
FY2023 Estimated Earnings		86.5	%		13.5	%
FY2024 Estimated Earnings		86.4	%		13.6	%

Pro Forma Financial Impact Analysis. KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of Washington Federal and Luther Burbank. Using (i) closing balance sheet estimates assumed as of June 30, 2023 for Washington Federal and Luther Burbank, extrapolated from historical data using growth rates as provided by Washington Federal management, (ii) publicly available consensus “street estimates” of Washington Federal, (iii) publicly available consensus “street estimates” of Luther Burbank (as adjusted by Washington Federal management) assuming a September 30 fiscal year end, and (iv) pro forma assumptions (including, without limitation, the cost savings and related expenses expected to result from the merger as well as certain purchase accounting adjustments and other merger-related adjustments and restructuring charges assumed with respect thereto) provided by Washington Federal management, KBW analyzed the estimated financial impact of the merger on certain projected financial results. This analysis indicated that the merger could be accretive to Washington Federal’s fiscal year 2024 estimated EPS and accretive to Washington Federal’s estimated tangible book value per share at closing assumed as of June 30, 2023. Furthermore, the analysis indicated that, pro forma for the merger, each of Washington Federal’s Tangible Common Equity to Tangible Assets, Leverage Ratio and Tier 1 Risk-Based Capital Ratio could be lower at closing assumed as of June 30, 2023, Washington Federal’s Common Equity Tier 1 Ratio could be higher at closing assumed as of June 30, 2023, and Washington Federal’s Total Risk-Based Capital Ratio could be approximately unchanged at closing assumed as of June 30, 2023. For all of the above analysis, the actual results achieved by Washington Federal following the merger may vary from the projected results, and the variations may be material.

Washington Federal Dividend Discount Model Analysis. KBW performed a dividend discount model analysis to estimate a range for the implied equity value of Washington Federal. In this analysis, KBW used publicly available consensus “street estimates” of Washington Federal and assumed Washington Federal long-term growth rates provided by Washington Federal management, and KBW assumed discount rates ranging from 10.0% to 14.0%. The range of values was derived by adding (i) the present value of the implied future excess capital available for dividends that Washington Federal could generate over the period from October 1, 2022 through September 30, 2027 and (ii) the present value of Washington Federal’s implied terminal value at the end of such period. KBW assumed that Washington Federal would maintain a tangible common equity to tangible assets ratio of 8.00% and Washington Federal would retain sufficient earnings to maintain that level. In calculating the terminal value of Washington Federal, KBW applied a range of 8.0x to 13.0x Washington Federal’s estimated fiscal year 2028 earnings. This dividend discount model analysis resulted in a range of implied values per share of Washington Federal common stock of $40.13 to $59.88, as compared to the closing price of Washington Federal common stock on November 9, 2022 of $37.36.

The dividend discount model analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Washington Federal or the pro forma combined company.

Luther Burbank Dividend Discount Model Analysis. KBW performed a dividend discount model analysis to estimate a range for the implied equity value of Luther Burbank, taking into account the cost savings expected to result from the merger. In this analysis, KBW used publicly available consensus “street estimates” of Luther Burbank (as adjusted by Washington Federal management), assumed Luther Burbank long-term growth rates provided by Washington Federal management and assumptions regarding cost savings expected to result from

the merger provided by Washington Federal management, and KBW assumed discount rates ranging from 10.0% to 14.0%. The range of values was derived by adding (i) the present value of the implied future excess capital available for dividends that Luther Burbank could generate over the period from July 1, 2023 through September 30, 2027 and (ii) the present value of Luther Burbank’s implied terminal value at the end of such period, in each case applying estimated cost savings. KBW assumed that Luther Burbank would maintain a tangible common equity to tangible assets ratio of 8.00% and Luther Burbank would retain sufficient earnings to maintain that level. In calculating the terminal value of Luther Burbank, KBW applied a range of 8.0x to 13.0x Luther Burbank’s estimated fiscal year 2028 earnings (inclusive of estimated cost savings). This dividend discount model analysis resulted in a range of implied values per share of Luther Burbank common stock, taking into account the cost savings expected to result from the merger, of $9.75 to $16.74, as compared to the implied transaction value for the proposed merger of $12.53 per outstanding share of Luther Burbank common stock.

Miscellaneous. KBW acted as financial advisor to Washington Federal in connection with the proposed merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses (and further to an existing sales and trading relationship (i) between Washington Federal and each of KBW and a KBW broker-dealer affiliate and (ii) between Luther Burbank and a KBW broker-dealer affiliate), may from time to time purchase securities from, and sell securities to, Washington Federal and Luther Burbank. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Washington Federal or Luther Burbank for its and their own respective accounts and for the accounts of its and their respective customers and clients.

Pursuant to the KBW engagement agreement, Washington Federal has agreed to pay KBW a total cash fee of $3,600,000, $1,000,000 of which became payable with the rendering of KBW’s opinion, and the balance of which is contingent upon the consummation of the merger. Washington Federal also agreed to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. In addition to the present engagement, in the two years preceding the date of KBW’s opinion, KBW provided investment banking and financial advisory services to Washington Federal and received compensation for such services. KBW acted as co-manager for Washington Federal’s February 2021 offering of preferred stock. In the two years preceding the date of KBW’s opinion, KBW did not provide investment banking or financial advisory services to Luther Burbank. KBW may in the future provide investment banking and financial advisory services to Washington Federal or Luther Burbank and receive compensation for such services.

Recommendation of the Luther Burbank Board and Reasons of Luther Burbank for the Merger

After considering its strategic options and the factors discussed in this joint proxy statement/prospectus, the Luther Burbank board unanimously recommends approval of the merger agreement and the merger, determining that the merger, the merger agreement and the transactions contemplated by the merger agreement are in the best interests of Luther Burbank and its shareholders.

In evaluating the merger and the merger agreement, the Luther Burbank board consulted with Luther Burbank’s financial advisor, Piper Sandler, with respect to the financial aspects of the proposed sale, and

consulted with Luther Burbank’s legal counsel, H&K, as to its legal duties and the terms of the merger agreement and related agreements. In reaching the conclusion to approve the merger and recommend approval of the merger agreement and the merger to the Luther Burbank shareholders, the Luther Burbank board considered a number of factors, including the following, without assigning any specific or relative weights to the factors and in no particular order:

•

an extensive review of strategic options available to Luther Burbank and a thorough review of Washington Federal’s business, operations, financial condition, stock performance, asset quality, earnings and prospects, including the information obtained through due diligence;

•

a review of the risks and prospects of Luther Burbank remaining independent, including (i) the challenges of the current interest rate environment and the effect of increasing rates on Luther Burbank’s liability sensitive balance sheet, particularly its effect on Luther Burbank’s net interest margin, capital and liquidity; (ii) the challenges of the current and prospective economic, regulatory and competitive environment facing the financial services industry generally, and Luther Burbank in particular, including the importance of scale in the continued rapid consolidation in the financial services industry; (iii) the additional risks associated with executing any of the options developed by Luther Burbank senior management to support a standalone strategy; (iv) the increasing costs associated with banking regulation, compliance and technology, generally; and (v) the anticipated costs of continuing to develop and enhance Luther Burbank’s business capabilities;

•

the Luther Burbank board’s consideration that the transaction with Washington Federal was more favorable to holders of Luther Burbank common stock than the potential value that might result from other options reasonably available to Luther Burbank, including:

•

the challenges facing Luther Burbank as an independent company and the Luther Burbank board’s belief that combining with a larger financial institution would benefit Luther Burbank’s shareholders;

•

the fact that as of the date the Luther Burbank board determined to approve the merger and merger agreement, Luther Burbank’s senior management had recently contacted multiple financial institutions believed by Luther Burbank senior management to have a likelihood of having a serious interest in a business combination with Luther Burbank, and Luther Burbank did not receive any proposals in response; and

•

the low probability of securing a more attractive proposal from another institution capable of consummating an acquisition of Luther Burbank;

•

the exchange ratio and other financial terms of the merger and the merger agreement;

•

the fact that the consideration that Luther Burbank’s shareholders will receive in the merger is in the form of a fixed exchange ratio of Washington Federal common stock and the fact that Luther Burbank shareholders would own approximately 21% of the combined company;

•

the structure of the merger consideration as payable in shares of Washington Federal common stock, which will allow Luther Burbank shareholders to participate in the future performance of the combined company’s business and synergies resulting from the merger, including an expanded geographic footprint and an expansion and diversification of business lines;

•

Washington Federal’s asset-sensitive interest rate risk profile and the opportunity to moderate Luther Burbank’s liability-sensitive interest rate risk profile, particularly in the prevailing and anticipated near- and medium-term interest rate environment;

•

the potential for Luther Burbank’s shareholders to participate in the future earnings and growth of the combined company, including the potential challenges for Luther Burbank as a result of the current interest rate environment as well as in achieving significant organic growth on a standalone basis given its existing business lines, capital base and its relative scale;

•

the expected pro forma financial impact of the transaction, taking into account anticipated cost savings and other factors, and especially the fact that the transaction is expected to be accretive to the combined company in terms of earnings per share, which could be used to support the payment of increased dividends per share by the combined company, if and when declared;

•

the expectation of cost synergies resulting from the merger, which will enable, among other things, increased spending on technology and innovation, and improved customer offerings and service;

•

the advantages of being part of a larger financial institution, such as Washington Federal, including the potential for operating efficiencies and the effect of a higher lending limit with respect to Luther Burbank’s clients; diversity of the business model allowing for expanded operating strategies; and consideration of the fact that Washington Federal was already complying with additional supervision and examination processes imposed on banks and bank holding companies with assets in excess of $10 billion;

•

the record of Washington Federal under the Community Reinvestment Act;

•

Washington Federal’s business, financial condition, results of operations and management, and the performance of Washington Federal’s common stock on both a historical and prospective basis;

•

the Luther Burbank board’s expectation that the combined company will have a strong capital position upon completion of the transaction, which would be expected to support Washington Federal’s dividend program, as well as Washington Federal’s share repurchase program;

•

the ability of Luther Burbank’s shareholders to participate in any future improvement in the combined company’s business and/or future appreciation in Washington Federal’s stock from improved conditions for financial institutions or to the general economy;

•

the financial analyses presented by Piper Sandler on October 18, 2022, November 2, 2022, November 8, 2022 and on November 13, 2022 to the Luther Burbank board and the written opinion of Piper Sandler, dated as of November 13, 2022, delivered to the Luther Burbank board to the effect that, as of such date and based on and subject to the various factors, assumptions, considerations, qualifications and limitations set forth in the opinion, the exchange ratio was fair to the holders of Luther Burbank’s common stock from a financial point of view, as more fully described below under the section entitled “The Merger — Opinion of Luther Burbank’s Financial Advisor” beginning on page 77;

•

the governance structure for the surviving entity, including the composition of the Washington Federal board and WaFd Bank board, which will include two existing directors of Luther Burbank;

•

the complementary geographic footprints and strategic fit of the branch networks of the combined company and the scale, scope, strength and diversity of operations, product lines and delivery systems that could be achieved by the combined company;

•

the similarity and compatibility of Luther Burbank and Washington Federal’s cultures and credit philosophies, including their shared commitment to their respective local communities;

•

the terms of the merger agreement, including the representations, covenants, deal protection and termination provisions and the size of the termination fee payable by Luther Burbank in certain circumstances in relation to the overall transaction size;

•

the shareholder agreements;

•

the tax free nature of the shares of Washington Federal common stock being offered as merger consideration;

•

the greater liquidity of Washington Federal’s common stock after giving effect to the merger;

•

the effects of the merger on Luther Burbank employees, including the prospects for continued employment in a larger organization and various benefits agreed to be provided to Luther Burbank employees;

•

the fact that the merger agreement does not preclude a third party from making an unsolicited acquisition proposal to Luther Burbank and that, under certain circumstances more fully described under “The Merger Agreement — No Solicitation” beginning on page 112, Luther Burbank may furnish non-public information to, and enter into discussions with, such a third party regarding a qualifying acquisition proposal;

•

the Luther Burbank board’s review with Luther Burbank’s outside legal counsel of the terms of the merger agreement, including both parties’ covenant to use their reasonable best efforts to obtain the required regulatory approvals for the merger;

•

the likelihood of receiving the required regulatory approvals and completing the merger in a timely manner, and Washington Federal’s past record of integrating acquisitions and of realizing the expected financial and other benefits of such acquisitions; and

•

the Luther Burbank board’s review and discussions with Luther Burbank’s senior management and Luther Burbank’s outside advisors concerning Luther Burbank’s due diligence examination of the operations, financial condition and regulatory compliance programs and prospects of Washington Federal.

The Luther Burbank board also considered the potential risks related to the transaction. The Luther Burbank board concluded that the anticipated benefits of combining with Washington Federal were likely substantially to outweigh these risks. These potential risks included:

•

the potential risks associated with successfully integrating Luther Burbank’s business, operations and workforce with those of Washington Federal, including the costs of successfully integrating the two companies;

•

the potential risks associated with Washington Federal entering the California market, within which Washington Federal has limited operating history;

•

the potential for diversion of management and employee attention, and for employee attrition, during the period following the announcement of the merger and prior to the completion of the merger, and the potential effect on Luther Burbank’s business and relations with customers, service providers and other stakeholders, whether or not the merger is completed;

•

the potential reaction of Luther Burbank’s customers to the proposed merger with WaFd Bank;

•

the merger agreement provisions generally requiring Luther Burbank to conduct its business in the ordinary and usual course consistent with past practice and the other restrictions on the conduct of Luther Burbank’s business prior to the completion of the merger, which may delay or prevent Luther Burbank from undertaking business opportunities that may arise pending the completion of the merger;

•

the merger consideration being based on a fixed exchange ratio and the resulting risk that the consideration to be paid to Luther Burbank shareholders could be adversely affected by a decrease in the trading price of Washington Federal common stock prior to the closing of the merger;

•

the December 2021 termination of WaFd Bank’s Consent Order with the Office of the Comptroller of the Currency and other regulatory considerations;

•

the regulatory and other approvals required in connection with the merger and the possibility that such regulatory approvals may not be received in a timely manner and may include the imposition of burdensome conditions;

•

the possible effects on Luther Burbank should the parties fail to complete the merger, including the increased difficulty of resuming operations with a standalone strategy, the possible effects on the price of Luther Burbank common stock, and the business and opportunity costs;

•

the risk of litigation arising from shareholders in respect of the merger agreement or transactions contemplated thereby; and

•

the other risks described under “Risk Factors” beginning on page 25, and the risks of investing in Washington Federal common stock identified in the “Risk Factors” sections of Washington Federal’s periodic reports filed with the SEC and incorporated by reference herein.

The foregoing discussion of the information and factors considered by the Luther Burbank board is not intended to be exhaustive, but Luther Burbank believes that it includes the material factors considered by the Luther Burbank board in reaching its determination and recommendation. In view of the wide variety of factors considered by the Luther Burbank board in connection with its evaluation of the merger and the complexity of these matters, the Luther Burbank board did not attempt to quantify, rank or otherwise assign relative weights to specific factors that it considered in reaching its decision. Furthermore, in considering the factors described above, individual members of the Luther Burbank board may have given different weights to different factors.

In considering the recommendation of the Luther Burbank board, you should be aware that certain directors and executive officers of Luther Burbank may have interests in the merger that are different from, or in addition to, interests of shareholders of Luther Burbank generally and may create potential conflicts of interest. The Luther Burbank board was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending to Luther Burbank’s shareholders that they vote in favor of the merger proposal. See the section entitled “The Merger — Interests of Certain Luther Burbank Officers and Directors in the Merger” beginning on page 89.

The foregoing discussion of the information and factors considered by the Luther Burbank board is forward-looking in nature. This information should be read in light of the factors described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34.

On the basis of these considerations, the Luther Burbank board unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Luther Burbank’s shareholders vote “FOR” approval of the Luther Burbank merger proposal, “FOR” approval of the Luther Burbank compensation proposal and “FOR” approval of the Luther Burbank adjournment proposal.

Opinion of Luther Burbank’s Financial Advisor

Luther Burbank retained Piper Sandler to act as financial advisor to the Luther Burbank board in connection with Luther Burbank’s consideration of a possible business combination. Luther Burbank selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to the Luther Burbank board in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the November 13, 2022 meeting at which the Luther Burbank board considered the merger and the merger agreement, Piper Sandler delivered to the Luther Burbank board its oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date, the exchange ratio was fair to the holders of Luther Burbank’s common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Appendix C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Luther Burbank common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the Luther Burbank board in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Luther Burbank as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to the holders of Luther Burbank common stock and did not address the underlying business decision of Luther Burbank to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Luther Burbank or the effect of any other transaction in which Luther Burbank might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Luther Burbank or Washington Federal, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

•

a draft of the merger agreement, dated November 10, 2022;

•

certain publicly available financial statements and other historical financial information of Luther Burbank that Piper Sandler deemed relevant;

•

certain publicly available financial statements and other historical financial information of Washington Federal that Piper Sandler deemed relevant;

•

certain internal net income projections for Luther Burbank for the years ending December 31, 2022 through December 31, 2024, estimated net income for Luther Burbank for the twelve months ending September 30, 2025 assuming annualized net income for the quarter ended December 31, 2024 with an estimated annual net income growth rate for the years ending September 30, 2026 and September 30, 2027 and estimated dividends per share for the years ending December 31, 2023 through September 30, 2027, as provided by the senior management of Luther Burbank;

•

publicly available mean analyst net income estimates for Washington Federal for the fiscal years ending September 30, 2023 and September 30, 2024, as well as a long-term annual earnings per share growth rate for the fiscal years ending September 30, 2025 through September 30, 2027 and estimated dividends per share for Washington Federal for the fiscal years ending September 30, 2023 through September 30, 2027, as provided by the senior management of Washington Federal;

•

the pro forma financial impact of the merger on Washington Federal based on estimated net income for Luther Burbank for the fiscal years ending September 30, 2023 and September 30, 2024 with an estimated annual net income growth rate for Luther Burbank for the fiscal years ending September 30, 2025 through September 30, 2027, as well as certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, and certain adjustments for current expected credit losses (“CECL”) accounting standards, as provided by the senior management of Washington Federal;

•

the publicly reported historical price and trading activity for Luther Burbank common stock and Washington Federal common stock, including a comparison of certain stock trading information for Luther Burbank common stock, Washington Federal common stock and certain stock indices, as well as similar publicly available information for certain other companies, the securities of which are publicly traded;

•

a comparison of certain financial information and market information for Luther Burbank and Washington Federal with similar financial institutions for which information was publicly available;

•

the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

•

the current market environment generally and the banking environment in particular; and

•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

Piper Sandler also discussed with certain members of the senior management of Luther Burbank and its representatives the business, financial condition, results of operations and prospects of Luther Burbank and held similar discussions with certain members of the senior management of Washington Federal and its representatives regarding the business, financial condition, results of operations and prospects of Washington Federal.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available from public sources, that was provided to Piper Sandler by Luther Burbank, Washington Federal or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective senior managements of Luther Burbank and Washington Federal that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any respect material to Piper Sandler’s analyses. Piper Sandler was not asked to and did not undertake an independent verification of any such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Luther Burbank or Washington Federal, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion on, or evaluation of, the collectability of any assets or the future performance of any loans of Luther Burbank or Washington Federal. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of Luther Burbank or Washington Federal, or the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Luther Burbank or Washington Federal. Piper Sandler assumed, with Luther Burbank’s consent, that the respective allowances for loan losses for both Luther Burbank and Washington Federal were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used certain internal net income projections for Luther Burbank for the years ending December 31, 2022 through December 31, 2024, estimated net income for Luther Burbank for the twelve months ending September 30, 2025 assuming annualized net income for the quarter ended December 31, 2024 with an estimated annual net income growth rate for the years ending September 30, 2026 and September 30, 2027 and estimated dividends per share for the years ending December 31, 2023 through September 30, 2027, as provided by the senior management of Luther Burbank. In addition, Piper Sandler used publicly available mean analyst net income estimates for Washington Federal for the fiscal years ending September 30, 2023 and September 30, 2024, as well as a long-term annual earnings per share growth rate for the fiscal years ending September 30, 2025 through September 30, 2027 and estimated dividends per share for Washington Federal for the fiscal years ending September 30, 2023 through September 30, 2027, as provided by the senior management of Washington Federal. Piper Sandler also received and used in its pro forma analyses estimated net income for Luther Burbank for the fiscal years ending September 30, 2023 and September 30, 2024 with an estimated annual net income growth rate for Luther Burbank for the fiscal years ending September 30, 2025 through September 30, 2027, as well as certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, and certain adjustments for CECL accounting standards, as provided by the senior management of Washington Federal. With respect to the foregoing information, the respective senior managements of Luther Burbank and Washington Federal confirmed to Piper Sandler that such information reflected (or in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgements of senior management as to the future financial performance of Luther Burbank and Washington Federal, respectively, and Piper Sandler assumed that the financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such projections, estimates or judgements, or the assumptions on which they were based. Piper Sandler also assumed

that there had been no material change in Luther Burbank’s or Washington Federal’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that Luther Burbank and Washington Federal would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with Luther Burbank’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Luther Burbank, Washington Federal, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Luther Burbank’s consent, Piper Sandler relied upon the advice that Luther Burbank received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Luther Burbank common stock or Washington Federal common stock at any time or what the value of Washington Federal common stock would be once it is actually received by the holders of Luther Burbank common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to the Luther Burbank board, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to Luther Burbank or Washington Federal and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Luther Burbank and Washington Federal and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the exchange ratio to the holders of Luther Burbank common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Luther Burbank, Washington Federal, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Luther Burbank board at its November 13, 2022 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Luther Burbank common stock or Washington Federal common stock or the prices at which Luther Burbank or Washington Federal common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by the Luther Burbank board in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of the Luther Burbank board with respect to the fairness of the exchange ratio.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of Luther Burbank common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive 0.3353 of a share of Washington Federal common stock. Piper Sandler calculated an aggregate implied transaction value of approximately $654 million and an implied purchase price per share of $12.79 consisting of the implied value of 51,155,830 shares of Luther Burbank common stock and based on the closing price of Washington Federal common stock on November 11, 2022. Based upon financial information for Luther Burbank as of or for the last twelve months (“LTM”) ended September 30, 2022 and the closing price of Washington Federal common stock on November 11, 2022, Piper Sandler calculated the following implied transaction metrics:


Transaction Price Per Share / Tangible Book Value Per Share	97	%
Transaction Price Per Share / LTM Earnings	7.3	x
Transaction Price Per Share / Estimated 2023e Earnings⁽¹⁾	19.1	x
Transaction Price Per Share / Estimated 2024e Earnings⁽¹⁾	22.1	x
Core Deposit Premium⁽²⁾	(4.0	)%
Market Premium as of November 11, 2022	3.2	%

(1)

Based on year-ended December 31 Luther Burbank management projections

(2)

Core deposits defined as total deposits less time deposits with balances greater than $250,000

Stock Trading History.

Piper Sandler reviewed the publicly available historical reported trading prices of Luther Burbank common stock and Washington Federal common stock for the one-year and three-year periods ended November 11, 2022. Piper Sandler then compared the relationship between the movements in the price of Luther Burbank common stock and Washington Federal common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

Luther Burbank’s One-Year Stock Performance


	Beginning Value November 11, 2021			Ending Value November 11, 2022
Luther Burbank		100	%		83.6	%
Luther Burbank Nationwide Peer Group		100	%		85.1	%
S&P 500 Bank Index		100	%		79.7	%
KBW NASDAQ Regional Bank Index		100	%		94.1	%

Luther Burbank’s Three-Year Stock Performance


	Beginning Value November 11, 2019			Ending Value November 11, 2022
Luther Burbank		100	%		105.1	%
Luther Burbank Nationwide Peer Group		100	%		110.8	%
S&P 500 Bank Index		100	%		97.8	%
KBW NASDAQ Regional Bank Index		100	%		119.7	%

Washington Federal’s One-Year Stock Performance


	Beginning Value November 11, 2021			Ending Value November 11, 2022
Washington Federal		100	%		106.2	%
Washington Federal Peer Group		100	%		93.3	%
S&P 500 Bank Index		100	%		79.7	%
KBW NASDAQ Regional Bank Index		100	%		94.1	%

Washington Federal’s Three-Year Stock Performance


	Beginning Value November 11, 2019			Ending Value November 11, 2022
Washington Federal		100	%		103.7	%
Washington Federal Peer Group		100	%		108.7	%
S&P 500 Bank Index		100	%		97.8	%


	Beginning Value November 11, 2019			Ending Value November 11, 2022
KBW NASDAQ Regional Bank Index		100	%		119.7	%

Comparable Company Analyses.

Piper Sandler used publicly available information to compare selected financial information for Luther Burbank with two groups of financial institutions selected by Piper Sandler. The first group included nationwide major exchange-traded banks and thrifts with a loan to deposit ratio greater than 100% and a noninterest-bearing deposits to deposits ratio less than 20%, as of September 30, 2022, respectively, but excluded targets of announced merger transactions (the “Nationwide Luther Burbank Peer Group”). The Nationwide Luther Burbank Peer Group consisted of the following companies:


CF Bankshares Inc.		Hingham Institution for Savings
Cullman Bancorp, Inc.		Malvern Bancorp, Inc.
First Financial Northwest, Inc.		New York Community Bancorp, Inc.
First Internet Bancorp		Northeast Bank
Flushing Financial Corporation		Provident Financial Holdings, Inc.
Hanover Bancorp, Inc.

The second group included major exchange-traded banks and thrifts headquartered in the Western region of the U.S. with total assets between $5.0 billion and $10.0 billion, as of September 30, 2022, but excluded targets of announced merger transactions (the “Regional Luther Burbank Peer Group”). The Regional Luther Burbank Peer Group consisted of the following companies:


Banc of California, Inc.		HomeStreet, Inc.
Central Pacific Financial Corp.		LendingClub Corporation
Hanmi Financial Corporation		Preferred Bank
Heritage Commerce Corp		TriCo Bancshares
Heritage Financial Corporation		Westamerica Bancorporation

The analysis compared publicly available financial information for Luther Burbank with corresponding data for both the Nationwide Luther Burbank Peer Group as well as the Regional Luther Burbank Peer Group, as of or for the year ended September 30, 2022 (unless otherwise noted) with pricing data as of November 11, 2022. The tables below set forth the data for Luther Burbank and the median, mean, low and high data for each of the Nationwide Luther Burbank Peer Group and the Regional Luther Burbank Peer Group.

Nationwide Luther Burbank Comparable Company Analysis⁽¹⁾


	Luther Burbank		Nationwide Luther Burbank Peer Group Median		Nationwide Luther Burbank Peer Group Mean		Nationwide Luther Burbank Peer Group Low			Nationwide Luther Burbank Peer Group High
Total assets ($mm)		7,922		1,764		8,121		384			62,956
Loans / Deposits (%)		118		106		109		100			139
Noninterest-bearing deposits / Deposits (%)		3		13		12		4			18
Non-performing assets⁽²⁾/ Total assets⁽⁴⁾ (%)		0.06		0.23		0.57		0.04			2.13
Tangible common equity/ Tangible assets⁽³⁾ (%)		8.5		9.3		11.2		6.3			25.7
Tier 1 Leverage Ratio^(4),(5) (%)		9.99		10.1		11.8		8.1			21.0
Total RBC Ratio^(4),(5) (%)		19.2		15.6		15.7		11.7			20.8
LTM Return on average assets (%)		1.22		1.03		1.06		(0.16	)		2.58
LTM Return on average equity (%)		13.3		11.1		9.7		(1.2	)		16.5
LTM Net interest margin (%)		2.53		3.19		3.40		2.39			5.81
LTM Cost of deposits (%)		0.60		0.44		0.49		0.12			0.94
LTM Efficiency ratio (%)		32		54		55		22			73
Price/ Tangible book value (%)		94		93		100		69			149
Price/ LTM Earnings per share (x)		7.1		8.5		11.4		5.3			32.7
Price/ 2023 Estimated Earnings per share (x)		10.9		11.2		11.0		7.5			16.4
Current Dividend Yield (%)		3.9		1.1		2.2		0.0			6.8
Market value ($mm)		633		153		652		82			4,689

(1)	Financial data for Cullman Bancorp, Inc. and Malvern Bancorp, Inc. as of or for the period ending June 30, 2022

(2)	Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned

(3)	Flushing Financial Corporation tangible common equity/tangible assets as of June 30, 2022

(4)	CF Bankshares, Inc. and Hanover Bancorp, Inc. tier 1 leverage ratio, total RBC ratio, and non-performing assets/assets as of June 30, 2022

(5)	First Financial Northwest, Inc. tier 1 leverage ratio and total RBC ratio per September 30, 2022 bank-level regulatory financials

Regional Luther Burbank Comparable Company Analysis


	Luther Burbank		Regional Luther Burbank Peer Group Median		Regional Luther Burbank Peer Group Mean		Regional Luther Burbank Peer Group Low		Regional Luther Burbank Peer Group High
Total assets ($mm)		7,922		7,189		7,576		5,431		9,977
Loans / Deposits (%)		118		87		79		15		109
Noninterest-bearing deposits / Deposits (%)		3		39		34		5		47
Non-performing assets⁽¹⁾/ Total assets (%)		0.06		0.33		0.36		0.01		1.03
Tangible common equity/ Tangible assets (%)		8.5		7.9		8.1		5.8		14.3
Tier 1 Leverage Ratio (%)		10.0		9.6		9.9		7.6		15.7
Total RBC Ratio (%)		19.2		14.0		14.4		11.4		19.8
LTM Return on average assets (%)		1.22		1.19		1.68		1.04		5.31
LTM Return on average equity (%)		13.3		13.3		15.0		9.5		31.4
LTM Net interest margin (%)		2.53		3.28		3.78		2.80		8.19
LTM Cost of deposits (%)		0.60		0.16		0.22		0.03		0.70
LTM Efficiency ratio (%)		32		54		53		28		68
Price/ Tangible book value (%)		94		157		189		98		398
Price/ LTM Earnings per share (x)		7.1		10.2		10.6		4.1		15.9
Price/ 2023 Estimated Earnings per share (x)		10.9		9.7		9.7		7.3		12.3
Current Dividend Yield (%)		3.9		2.6		2.9		0.0		5.1
Market value ($mm)		633		1,051		1,071		514		1,854

(1)	Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned

Piper Sandler used publicly available information to perform a similar analysis for Washington Federal by comparing selected financial information for Washington Federal with a group of financial institutions selected by Piper Sandler. The Washington Federal peer group included nationwide major exchange-traded banks and thrifts with total assets between $17.0 billion and $25.0 billion, as of September 30, 2022, but excluded targets of announced merger transactions (the “Washington Federal Peer Group”). The Washington Federal Peer Group consisted of the following companies:


Ameris Bancorp		Heartland Financial USA, Inc.
Atlantic Union Bankshares Corporation		Home Bancshares, Inc.
Axos Financial, Inc.		Hope Bancorp, Inc.
Bank of Hawaii Corporation		Independent Bank Corp.
Cathay General Bancorp		Independent Bank Group, Inc.
Customers Bancorp, Inc.		Pacific Premier Bancorp, Inc.
Eastern Bankshares, Inc.		Trustmark Corporation
First BanCorp.		United Community Banks, Inc.
First Hawaiian, Inc.		WSFS Financial Corporation
First Merchants Corporation

The analysis compared publicly available financial information for Washington Federal with corresponding data for the Washington Federal Peer Group as of or for the year ended September 30, 2022 (unless otherwise noted) with pricing data as of November 11, 2022. The table below sets forth the data for Washington Federal and the median, mean, low and high data for the Washington Federal Peer Group.

Washington Federal Comparable Company Analysis


	Washington Federal		Washington Federal Peer Group Median		Washington Federal Peer Group Mean		Washington Federal Peer Group Low		Washington Federal Peer Group High
Total assets ($mm)		20,772		19,985		20,668		17,191		24,870
Loans/ Deposits (%)		102		81		81		62		101
Noninterest-bearing deposits/ Deposits (%)		20		35		33		17		43
Non-performing assets⁽¹⁾/ Total assets (%)		0.27		0.32		0.47		0.14		2.62
Tangible common equity/ Tangible assets (%)		8.1		7.6		7.3		4.7		9.7
Tier 1 Leverage Ratio (%)		9.5		9.4		9.4		7.3		12.2
Total RBC Ratio (%)		12.9		13.8		14.3		11.7		19.4
LTM Return on average assets (%)		1.17		1.14		1.19		0.76		1.62
LTM Return on average equity (%)		10.8		10.2		11.0		6.2		21.9
LTM Net interest margin (%)		3.16		3.30		3.29		2.44		4.15
LTM Cost of deposits (%)		0.27		0.17		0.22		0.07		0.69
LTM Efficiency ratio (%)		54		52		52		39		73
Price/ Tangible book value (%)		150		219		211		90		302
Price/ LTM Earnings per share (x)		11.3		13.0		13.0		4.0		21.4
Price/ 2023 Estimated Earnings per share (x)		8.9		10.0		10.4		5.8		14.2
Current Dividend Yield (%)		2.5		2.5		2.4		0.0		4.0
Market value ($mm)		2,492		2,972		3,000		1,127		5,258

(1)	Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned

Analysis of Precedent Transactions

Piper Sandler reviewed a group of nationwide merger and acquisition transactions. This group consisted of nationwide bank and thrift transactions announced between January 1, 2019 and November 11, 2022 with disclosed deal values and involving target banks and thrifts with total assets between $5.0 billion and $15.0 billion as of the most recent data available at announcement (the “Precedent Transactions”).

The Precedent Transactions group was composed of the following transactions:


Acquiror		Target
Provident Financial Services, Inc.		Lakeland Bancorp, Inc.

Raymond James Financial, Inc.		TriState Capital Holdings, Inc.

Valley National Bancorp		Bank Leumi Le-Israel Corporation

First Interstate BancSystem, Inc.		Great Western Bancorp, Inc.

Home Bancshares, Inc.		Happy Bancshares, Inc.

Independent Bank Corp.		Meridian Bancorp, Inc.

Eastern Bankshares, Inc.		Century Bancorp, Inc.

WSFS Financial Corporation		Bryn Mawr Bank Corporation

SVB Financial Group		Boston Private Financial Holdings, Inc.

Dime Community Bancshares, Inc.		Bridge Bancorp, Inc.

Pacific Premier Bancorp, Inc.		Opus Bank


Acquiror		Target

First BanCorp.		Santander BanCorp

CIT Group Inc.		Mutual of Omaha Bank

People’s United Financial, Inc.		United Financial Bancorp, Inc.

Prosperity Bancshares, Inc.		LegacyTexas Financial Group, Inc.

Mechanics Bank		Rabobank, National Association

Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to estimated earnings per-share, transaction price to tangible book value per share, core deposit premium, and 1-day market premium. Piper Sandler compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Precedent Transactions group.


				Precedent Transactions
	Washington Federal/ Luther Burbank			Median		Mean		Low			High
Transaction Price/ LTM Earnings Per Share (x)		7.3			13.8		15.7		10.3			29.8
Transaction Price/ Estimated Earnings Per Share (x)		19.1			15.7		16.3		10.3			27.1
Transaction Price/ Tangible Book Value Per Share (%)		97			154		158		91			229
Tangible Book Value Premium to Core Deposits (%)		(4.0	)		5.1		6.4		(2.4	)		20.8
1-Day Market Premium (%)		3.2			20.8		20.3		0.7			42.7

Net Present Value Analyses.

Piper Sandler performed an analysis that estimated the net present value of Luther Burbank common stock assuming Luther Burbank performed in accordance with certain internal net income projections for Luther Burbank for the years ending December 31, 2022 through December 31, 2024, estimated net income for Luther Burbank for the twelve months ending September 30, 2025 assuming annualized net income for the quarter ended December 31, 2024 with an estimated annual net income growth rate for the years ending September 30, 2026 and September 30, 2027 and estimated dividends per share for the years ending December 31, 2023 through September 30, 2027, as provided by the senior management of Luther Burbank. To approximate the terminal value of a share of Luther Burbank common stock at September 30, 2027, Piper Sandler applied price to 2027 earnings multiples ranging from 7.0x to 12.0x and multiples of September 30, 2027 tangible book value ranging from 90% to 130%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Luther Burbank common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Luther Burbank common stock of $4.18 to $7.83 when applying multiples of earnings and $8.25 to $13.75 when applying multiples of tangible book value.

Earnings Per Share Multiples


Discount Rate	7.0x	8.0x	9.0x	10.0x	11.0x	12.0x
10.0%	$4.93	$5.51	$6.09	$6.67	$7.25	$7.83
11.0%	$4.73	$5.28	$5.84	$6.39	$6.95	$7.50
12.0%	$4.54	$5.07	$5.60	$6.13	$6.66	$7.19
13.0%	$4.36	$4.86	$5.37	$5.88	$6.39	$6.90
14.0%	$4.18	$4.67	$5.16	$5.64	$6.13	$6.62

Tangible Book Value Per Share Multiples


Discount Rate	90%	100%	110%	120%	130%
10.0%	$9.78	$10.78	$11.77	$12.76	$13.75
11.0%	$9.37	$10.32	$11.27	$12.21	$13.16
12.0%	$8.98	$9.88	$10.79	$11.70	$12.60
13.0%	$8.60	$9.47	$10.34	$11.20	$12.07
14.0%	$8.25	$9.08	$9.91	$10.74	$11.57

Piper Sandler also considered and discussed with the Luther Burbank board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis, assuming Luther Burbank’s earnings varied from 20% above projections to 20% below projections. This analysis resulted in the following range of per share values for Luther Burbank’s common stock, applying the price to 2027 earnings multiples range of 7.0x to 12.0x referred to above and a discount rate of 10.24%.

Earnings Per Share Multiples


Annual Estimate Variance	7.0x	8.0x	9.0x	10.0x	11.0x	12.0x
(20.0%)	$4.07	$4.53	$4.99	$5.45	$5.91	$6.37
(10.0%)	$4.47	$4.99	$5.51	$6.03	$6.54	$7.06
0.0%	$4.88	$5.45	$6.03	$6.60	$7.18	$7.75
10.0%	$5.28	$5.91	$6.54	$7.18	$7.81	$8.44
20.0%	$5.68	$6.37	$7.06	$7.75	$8.44	$9.13

Piper Sandler also performed an analysis that estimated the net present value per share of Washington Federal common stock, assuming Washington Federal performed in accordance with publicly available mean analyst net income estimates for Washington Federal for the fiscal years ending September 30, 2023 and September 30, 2024, as well as a long-term annual earnings per share growth rate for the fiscal years ending September 30, 2025 through September 30, 2027 and estimated dividends per share for Washington Federal for the fiscal years ending September 30, 2023 through September 30, 2027, as provided by the senior management of Washington Federal. To approximate the terminal value of a share of Washington Federal common stock at September 30, 2027, Piper Sandler applied price to 2027 earnings multiples ranging from 9.0x to 14.0x and multiples of September 30, 2027 tangible book value ranging from 140% to 190%. The terminal values were then discounted to present values using different discount rates ranging from 8.0% to 12.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Washington Federal common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Washington Federal common stock of $27.56 to $48.80 when applying multiples of earnings and $37.38 to $59.05 when applying multiples of tangible book value.

Earnings Per Share Multiples


Discount Rate	9.0x	10.0x	11.0x	12.0x	13.0x	14.0x
8.0%	$32.74	$35.95	$39.16	$42.38	$45.59	$48.80
9.0%	$31.34	$34.41	$37.47	$40.54	$43.61	$46.68
10.0%	$30.01	$32.94	$35.87	$38.80	$41.74	$44.67
11.0%	$28.75	$31.55	$34.36	$37.16	$39.96	$42.76
12.0%	$27.56	$30.24	$32.92	$35.60	$38.27	$40.95

Tangible Book Value Per Share Multiples


Discount Rate	140%	150%	160%	170%	180%	190%
8.0%	$44.52	$47.43	$50.33	$53.24	$56.15	$59.05
9.0%	$42.59	$45.37	$48.14	$50.92	$53.69	$56.47
10.0%	$40.76	$43.41	$46.06	$48.72	$51.37	$54.02
11.0%	$39.03	$41.56	$44.10	$46.63	$49.17	$51.70
12.0%	$37.38	$39.81	$42.23	$44.65	$47.08	$49.50

Piper Sandler also considered and discussed with the Luther Burbank board how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis assuming Washington Federal’s earnings varied from 20% above estimates to 20% below estimates. This analysis resulted in the following range of per share values for Washington Federal common stock, applying the price to 2027 earnings multiples range of 9.0x to 14.0x referred to above and a discount rate of 9.21%.

Earnings Per Share Multiples


Annual Estimate Variance	9.0x	10.0x	11.0x	12.0x	13.0x	14.0x
(20.0%)	$25.58	$28.02	$30.45	$32.88	$35.31	$37.74
(10.0%)	$28.32	$31.06	$33.79	$36.53	$39.26	$42.00
0.0%	$31.06	$34.09	$37.13	$40.17	$43.21	$46.25
10.0%	$33.79	$37.13	$40.48	$43.82	$47.16	$50.51
20.0%	$36.53	$40.17	$43.82	$47.47	$51.12	$54.76

Piper Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis

Piper Sandler analyzed certain potential pro forma effects of the merger on Washington Federal assuming the transaction closes on June 30, 2023. Piper Sandler utilized the following information and assumptions: (a) certain net income projections for Luther Burbank for the fiscal years ending September 30, 2023 and September 30, 2024 as well as long-term annual net income growth rates for the fiscal years ending September 30, 2025 through September 30, 2027, as provided by the senior management of Washington Federal, (b) publicly available mean analyst net income estimates for Washington Federal for the fiscal years ending September 30, 2023 and September 30, 2024, as well as a long-term annual earnings per share growth rate for the fiscal years ending September 30, 2025 through September 30, 2027 and estimated dividends per share for Washington Federal for the fiscal years ending September 30, 2023 through September 30, 2027, as provided by the senior management of Washington Federal, and (c) certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, and certain adjustments for CECL accounting standards, as provided by the senior management of Washington Federal. The analysis indicated that the transaction could be accretive to Washington Federal’s estimated earnings per share (excluding one-time transaction costs and expenses) in the years ending 2024 through 2027 and accretive to Washington Federal’s estimated tangible book value per share at close.

In connection with this analysis, Piper Sandler considered and discussed with the Luther Burbank board how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Piper Sandler’s Relationship

Piper Sandler is acting as Luther Burbank’s financial advisor in connection with the transaction and will receive a fee for such services, which fee is contingent upon the closing of the merger. Piper Sandler’s fee will be 1.10% of the aggregate transaction value, which at the date of announcement was approximately $8.94 million. Piper Sandler also received a $500,000 fee from Luther Burbank upon rendering its opinion, which opinion fee will be credited in full towards the transaction fee which will become payable to Piper Sandler upon closing of the merger. Luther Burbank has also agreed to indemnify Piper Sandler against certain claims and liabilities arising out of Piper Sandler’s engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with Piper Sandler’s engagement.

Piper Sandler has not provided any other investment banking services to Luther Burbank in the two years preceding the date of its opinion, nor did Piper Sandler provide any investment banking services to Washington Federal in the two years preceding the date thereof. In the ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities to Luther Burbank and Washington Federal. Piper Sandler may also actively trade the equity and debt securities of Luther Burbank and Washington Federal for its own account and for the accounts of its customers.

Interests of Certain Luther Burbank Officers and Directors in the Merger

When Luther Burbank shareholders are considering the recommendation of the Luther Burbank board with respect to approving the Luther Burbank merger proposal at the Luther Burbank special meeting, Luther Burbank shareholders should be aware that Luther Burbank directors and officers have interests in the merger as individuals that are in addition to, or different from, the interests of shareholders of Luther Burbank generally. The Luther Burbank board was aware of these factors and considered them, among other matters, in approving the merger agreement and the merger, and in recommending to shareholders that they vote for approval of the merger proposal. These interests are described below. For purposes of this disclosure, the named executive officers of Luther Burbank are Simone Lagomarsino, President and Chief Executive Officer; Laura Tarantino, Executive Vice President, Chief Financial Officer; and Tammy Mahoney, Executive Vice President, Chief Risk Officer.

Stock Ownership

The directors and executive officers of Luther Burbank, as a group, beneficially owned and had the power to vote as of the Luther Burbank record date, a total of [●] shares of Luther Burbank common stock, representing approximately [●]% of the outstanding shares of Luther Burbank common stock as of that date. Substantially all of the shares of Luther Burbank common stock beneficially owned by the directors and executive officers of Luther Burbank are expected to be voted in favor of the merger agreement, subject to the terms of the shareholder agreements entered into by Washington Federal, Luther Burbank and each director and certain executive officers of Luther Burbank who own shares of Luther Burbank common stock. See the section entitled “The Merger — Shareholder Agreements” beginning on page 98. Each of these persons will receive the same merger consideration for their shares of Luther Burbank common stock as the other Luther Burbank shareholders.

Treatment of Luther Burbank Restricted Stock and Luther Burbank Restricted Stock Units

Each outstanding award of Luther Burbank restricted stock and Luther Burbank restricted stock units issued pursuant to the Luther Burbank Omnibus Plan to directors and any executive officers or any other individual who is not a continuing employee will automatically vest in full, effective as of the effective time of the merger. The shares of Luther Burbank restricted stock and Luther Burbank restricted stock units will be converted into, and will be cancelled in exchange for, the right to receive (i) a number of shares of Washington Federal common stock equal to the number of such shares of Luther Burbank restricted stock and Luther Burbank restricted stock units multiplied by the exchange ratio, provided that any fractional shares of Washington Federal common stock

will receive cash in lieu of fractional shares of Washington Federal common stock, plus (ii) the amount in cash equal to the sum of any accrued dividends or dividend equivalents that are payable in cash, pursuant to the terms of the Luther Burbank restricted stock or Luther Burbank restricted stock units.

Each share of Luther Burbank restricted stock and each Luther Burbank restricted stock unit held by any executive officer or other individual who is a continuing employee, to the extent expressly assumed by Washington Federal, will automatically cease to represent a share of Luther Burbank restricted stock or Luther Burbank restricted stock units and will be substituted with an award of Washington Federal restricted stock or a Washington Federal restricted stock unit. The number of shares of Washington Federal common stock subject to each Washington Federal award will be equal to the product (rounded to the nearest whole number) of the number of shares of Luther Burbank common stock subject to Luther Burbank restricted stock or Luther Burbank restricted stock units immediately prior to the effective time of the merger multiplied by the exchange ratio.

Each share of Luther Burbank restricted stock and each Luther Burbank restricted stock unit held by any executive officer or other individual who is a continuing employee, to the extent not expressly assumed by Washington Federal, will automatically vest in full, effective as of the effective time of the merger, and such shares of Luther Burbank restricted stock and such Luther Burbank restricted stock units will be converted into, and will be cancelled in exchange for, the right to receive (i) a number of shares of Washington Federal common stock equal to the number of shares of Luther Burbank restricted stock or Luther Burbank restricted stock units multiplied by the exchange ratio, provided that any fractional shares of Washington Federal common stock will receive cash in lieu of fractional shares of Washington Federal Common Stock, plus (ii) the amount in cash equal to the sum of any accrued dividends or dividend equivalents that are payable in cash, pursuant to the terms of the Luther Burbank restricted stock or Luther Burbank restricted stock units.

For an estimate of the amounts that would be realized by each of the Luther Burbank’s named executive officers in respect of her unvested equity awards assuming such executive officers are not continuing employees at the effective time of the merger, see the section entitled “ — Golden Parachute Compensation” beginning on page 94. The estimated aggregate amount that would be realized by the four Luther Burbank executive officers who are not named executive officers, and who hold unvested Luther Burbank equity awards in respect of their unvested Luther Burbank equity awards, if such executive officers are not continuing employees and the merger were to be completed on January 31, 2023 is $541,047. The estimated aggregate amount that would be realized by Luther Burbank non-employee directors in respect of their unvested Luther Burbank equity awards if the merger were to be completed on January 31, 2023 is $374,477. The amounts in this paragraph are based on equity award holdings as of January 31, 2023 and were calculated based on a price per share of Luther Burbank common stock equal to $11.69 (the average closing market price of Luther Burbank common stock over the first five business days following the public announcement of the merger on November 13, 2022) and include dividend equivalent rights accrued on outstanding equity awards. These amounts do not attempt to forecast any additional equity grants, vesting or forfeitures that may occur prior to the closing of the merger. As a result of the foregoing assumptions, the actual amounts to be received by the Luther Burbank executive officers and directors may differ materially from the amounts discussed above and in the disclosure in the section entitled “ — Golden Parachute Compensation” beginning on page 94.

Appointment of the Luther Burbank Nominees to the Boards of Directors of Washington Federal and WaFd Bank

Pursuant to the terms of the merger agreement, Washington Federal has agreed that, effective as of the effective time of the merger, each of the Washington Federal board and the WaFd Bank board will be comprised of 12 members, including two new directors, who will be recommended by Luther Burbank and be agreeable to Washington Federal (Washington Federal’s consent will not be unreasonably withheld, conditioned or delayed). Each such individual will serve until the next annual meeting of shareholders of Washington Federal at which the class of directors to which such individual will be appointed is presented to shareholders for reelection. In the event such an individual is appointed to a class of Washington Federal directors that will be presented to

Washington Federal’s shareholders for reelection at an annual meeting of shareholders of Washington Federal held within 24 months following the closing date of the merger, Washington Federal is required to include such individual on the list of nominees for director presented by the Washington Federal board and for which the Washington Federal board will solicit proxies at such annual meeting of shareholders of Washington Federal, to serve for the applicable term of such individual’s class of directors and until such individual’s successor will be duly elected and qualified, provided, that such nomination and solicitation would not violate the fiduciary duties of the members of the Washington Federal board. The two new directors recommended by Luther Burbank will be selected from the five current independent members of the Luther Burbank board who are eligible to serve as a member of the Washington Federal board. Washington Federal and Luther Burbank have not yet determined the two existing directors of the Luther Burbank board who will be appointed or elected to the Washington Federal board and the WaFd Bank board.

As a director of Washington Federal and WaFd Bank, the Luther Burbank nominees will be entitled to receive the same compensation as the current non-employee directors of Washington Federal and WaFd Bank. During 2022, non-employee directors received cash annual retainer fees in the amount of $105,000, for the Chairman, and $70,000, for each other non-employee director, plus stock awards valued at $85,019.

Payments Upon Termination or a Change in Control

Employment Agreements

Luther Burbank is party to employment agreements with each of Msses. Lagomarsino, Tarantino and Mahoney. Each of these agreements provides for severance benefits in the event of certain qualifying terminations of employment, including a termination following a change in control (such as the merger).

If Ms. Lagomarsino’s employment was terminated voluntarily by Ms. Lagomarsino for “good reason” or if Luther Burbank terminates her employment “without cause,” in either case during the one-year period following a change in control, then, in consideration for executing a general release of claims in favor of Luther Burbank, Ms. Lagomarsino would be entitled to: (i) a severance payment equal to 36 months of Ms. Lagomarsino’s base salary and target bonus (as then in effect), paid in equal installments for 36 months; (ii) a pro-rated bonus for the calendar year in which the termination occurs based on the number of days Ms. Lagomarsino was employed that year and the actual satisfaction of the performance conditions, paid at the time bonuses are paid to other participants; and (iii) full vesting of each outstanding award under the Luther Burbank Omnibus Plan that Luther Burbank granted to Ms. Lagomarsino. In addition, Luther Burbank will pay Ms. Lagomarsino, in 24 monthly installments, an amount equal to the monthly cost of COBRA continuation coverage under the applicable medical plan or plans at the date of termination, so long as she elects such continuation coverage. Ms. Lagomarsino’s employment agreement provides that any change in control benefits are subject to reduction to avoid the imposition of excise taxes under Section 4999 of the Code to the extent that she will be in a better net after-tax position as a result of such reduction.

If Ms. Tarantino’s employment was terminated voluntarily by Ms. Tarantino for “good reason” or Luther Burbank terminates her employment “without cause,” in either case during the one-year period following a change in control, then, in consideration for executing a general release of claims in favor of Luther Burbank, Ms. Tarantino would be entitled to: (i) a severance payment equal to 24 months of Ms. Tarantino’s base salary and target bonus (as then in effect), paid in equal installments for 24 months; and (ii) two times the target bonus for the calendar year in which the termination occurs, paid at the time bonuses are paid to other participants. Each outstanding award under the Luther Burbank Omnibus Plan that Luther Burbank granted to Ms. Tarantino will become fully vested. In addition, Luther Burbank will pay Ms. Tarantino, in 24 monthly installments, an amount equal to the monthly cost of COBRA continuation coverage under the applicable medical plan or plans at the date of termination, so long as she elects such continuation coverage. Ms. Tarantino’s employment agreement provides that any change in control benefits are subject to reduction to avoid the imposition of excise taxes under Section 4999 of the Code to the extent that she will be in a better net after-tax position as a result of such reduction.

If Ms. Mahoney’s employment was terminated voluntarily by Ms. Mahoney for “good reason” or Luther Burbank terminates her employment “without cause,” in either case during the one-year period following a change in control, then, in consideration for executing a general release of claims in favor of Luther Burbank, Ms. Mahoney would be entitled to a severance payment equal to 24 months of Ms. Mahoney’s base salary and the target bonus (as then in effect), paid in equal installments for 24 months. Each outstanding award under the Luther Burbank Omnibus Plan that Luther Burbank granted to Ms. Mahoney will become fully vested. In addition, Luther Burbank will pay Ms. Mahoney, in 18 monthly installments, an amount equal to the monthly cost of COBRA continuation coverage under the applicable medical plan or plans at the date of termination, so long as she elects such continuation coverage. Ms. Mahoney’s employment agreement provides that any change in control benefits are subject to reduction to avoid the imposition of excise taxes under Section 4999 of the Code to the extent that she will be in a better net after-tax position as a result of such reduction.

Executive Severance Plans

Luther Burbank maintains an executive severance and change in control plan (the “Change in Control Plan”), in which each of Messrs. Medhat, Stefani, Fanter and Smith participate. The Change in Control Plan provides for severance benefits in the event of certain qualifying terminations of employment, including a termination following a change in control (such as the merger).

Pursuant to the Change in Control Plan, the termination of a participant’s employment by Luther Burbank without “cause” or by the participant with “good reason” that occurs during the 12-month period following a change in control (including the merger) will entitle the participant to a severance payment equal to 24 months of the base salary, plus two times the participant’s target bonus, paid in equal monthly installments for 24 months. In addition, Luther Burbank will pay each executive, in 24 monthly installments, an amount equal to the monthly cost of COBRA continuation coverage under the applicable medical plan, or plans at the date of termination, so long as the participant elects such continuation coverage. The Change in Control Plan provides that any change in control benefits are subject to reduction to avoid the imposition of excise taxes under Section 4999 of the Code to the extent that the participant will be in a better net after-tax position as a result of such reduction.

Salary Continuation Agreements

LB Savings is a party to salary continuation agreements with each of Mr. Trione and Ms. Tarantino. Each agreement provides post-employment monthly retirement benefits or payments in the event of death or disability.

Pursuant to the salary continuation agreement with Mr. Trione, LB Savings will distribute an annual benefit equal to $318,400, payable in 12 monthly installments commencing on the first day of the month following his termination of employment. The annual benefit will be distributed to Mr. Trione for 20 years.

Pursuant to the salary continuation agreement with Ms. Tarantino, upon her termination of employment after reaching age 62 or due to a termination without cause or with good reason, LB Savings will distribute an annual benefit for a period of 20 years that is equal to 80% of her base salary for the year in which her termination of employment occurs, in 12 monthly installments commencing on the first day of the month following her termination of employment. This annual benefit is decreased if her termination of employment occurs prior to the date she reaches age 62 (unless such termination is due to a termination without cause or with good reason, or death). However, if her termination of employment is within 36 months following a change in control (such as the merger), her full benefit under the salary continuation agreement will be payable regardless of her age at the time of termination.

Pursuant to the terms of the merger agreement, upon the effective time of the merger, Washington Federal will assume the salary continuation agreements with Mr. Trione and Ms. Tarantino.

For an estimate of the value of the severance payments and benefits that would be payable to each of the Luther Burbank named executive officers in connection with a qualifying termination, see the section entitled “— Golden Parachute Compensation” beginning on page 94. The estimated aggregate amount of severance

payments and benefits that would be payable to the four Luther Burbank executive officers who are not named executive officers assuming a qualifying termination occurred on January 31, 2023 is $4,569,400. The estimated aggregate amount of payments that would be payable to Mr. Trione pursuant to his salary continuation agreement assuming a qualifying termination occurred on January 31, 2023 is $6.4 million.

Severance Program

Pursuant to the merger agreement, LB Savings has adopted a severance program (the “severance program”) applicable to LB Savings employees employed on a full-time basis on the effective date of the merger who are not subject to a severance program or contractually entitled to severance benefits. Employees who are terminated by LB Savings “without cause” 180 days prior to the effective time of the merger or within 180 days following the consummation of the merger, will be eligible for the severance program.

Severance under the severance program will be calculated using the current base salary; however, contingent compensation, commissions, bonuses, overtime, employer matching contributions to any retirement plans, “per file or unit” incentives and any other payments will not be included in the calculation of severance pay. Additionally, severance compensation is based on a general formula of two weeks of pay for every completed consecutive year of employment with LB Savings, paid as a lump sum, subject to minimums and maximums based on employment category, with the maximum severance offered under the severance program being six months of pay. In addition to severance pay, should eligible employees duly elect COBRA continuation coverage, LB Savings or WaFd, as applicable, will pay the cost of the month premium for such continuation coverage for the first two months of coverage.

New Employment Arrangement

On February 3, 2023, Tammy Mahoney, Executive Vice President and Chief Risk Officer at Luther Burbank, entered into an offer letter with Washington Federal that provides certain terms and conditions of her employment as Senior Vice President and Chief Risk Officer of Washington Federal following the completion of the merger. Ms. Mahoney’s employment will take effect at the completion of the merger and includes the following:

•

an annual base salary of $360,000;

•

a signing bonus, subject to forfeiture in certain circumstances, of $500,000;

•

participation in the Washington Federal Short Term Incentive Bonus Program;

•

a grant of Washington Federal restricted stock with a value of $2,000,000; and

•

an agreement by Ms. Mahoney to waive all severance or change in control payments which she might otherwise be entitled to receive (for additional detail about such arrangements, see the section entitled “— Payments Upon Termination or a Change in Control” beginning on page 91 and see the section entitled “— Golden Parachute Compensation” beginning on page 94).

These provisions are subject to successful completion of a background check, the effectiveness of the waiver of the change in control payments described above and completion of the merger.

Other Interests

Prior to the effective time of the merger, Washington Federal may, in its discretion, initiate negotiations of agreements, arrangements and understandings with any of the Luther Burbank executive officers or directors regarding compensation or benefits and, either Luther Burbank or Washington Federal may enter into definitive agreements with, or provide additional compensation or benefits to, the Luther Burbank executive officers or

directors. As of the date of this joint proxy statement/prospectus, other than as described above, no new agreements, arrangements or understandings regarding compensation or benefits with any of the Luther Burbank executive officers or directors have been agreed.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of Luther Burbank that is based on or otherwise relates to the merger and that will or may become payable to each such named executive officer at the effective time or on a qualifying termination of employment in connection with the merger. The “golden parachute” compensation payable to these individuals is subject to a non-binding advisory vote of Luther Burbank shareholders, as described in more detail in the section entitled “Luther Burbank Proposals” beginning on page 48.

The estimated potential payments in the table below are based on the following assumptions:

•

a merger closing on January 31, 2023 (the assumed date of the closing of the merger solely for purposes of this golden parachute compensation disclosure);

•

each named executive officer will experience a qualifying termination at the effective time of the merger;

•

a price per share of Luther Burbank common stock equal to $11.69, the average closing market price of Luther Burbank common stock over the first five business days following the public announcement of the merger on November 13, 2022; and

•

base salary and equity award holdings as of January 31, 2023, excluding any dividends but including dividend equivalent rights accrued on outstanding equity awards.

•

Depending on when the merger occurs, certain equity awards that are now unvested and included in the table below may vest pursuant to the terms of the equity awards based on the completion of continued service with LB Savings, independent of the merger. The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this joint proxy statement/prospectus, and do not reflect certain compensation actions that may occur before completion of the merger. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar.


Name	Cash Severance⁽¹⁾		Equity⁽²⁾		Pension/ NQDC⁽³⁾		Perquisites/ Benefits⁽⁴⁾		Total⁽⁵⁾
*Current Named Executive Officers*
Simone Lagomarsino	$	4,250,000	$	801,689	$	—	$	40,667	$	5,092,356
President and Chief Executive Officer
Laura Tarantino	$	1,850,000	$	225,479	$	1,324,312	$	40,667	$	3,440,458
Executive Vice President, Chief Financial Officer
Tammy Mahoney	$	1,260,000	$	200,419	$	—	$	19,981	$	1,480,400
Executive Vice President, Chief Risk Officer

(1)

Represents cash amounts payable to each of the name executive officers pursuant to the applicable employment agreement. As described under “ — Payments upon Termination or a Change in Control” above, upon certain terminations of employment within 12 months following a change of control, each of the named executive officers is entitled to receive severance equal to, with respect to Ms. Lagomarsino, a severance payment equal to Ms. Lagomarsino’s base salary and target bonus (as then in effect) for 36 months and a prorated target bonus for the year of termination, with respect to Ms. Tarantino, a severance

payment equal to Ms. Tarantino’s base salary and bonus for 24 months and two times her target bonus (as then in effect), and with respect to Ms. Mahoney, a severance payment equal to Ms. Mahoney’s base salary and target bonus (as then in effect) for 24 months.

(2)

These values represent the payments in respect of the Luther Burbank restricted stock held by each of Luther Burbank’s named executive officers as of January 31, 2023 and set forth in the table below. As described above, each outstanding award of Luther Burbank restricted stock issued pursuant to the Luther Burbank Omnibus Plan and held by Ms. Lagomarsino, Ms. Tarantino and Ms. Mahoney will vest in full upon certain terminations of employment within 12 months following a change in control. Likewise, pursuant to the merger agreement, all Luther Burbank restricted stock and restricted stock units held by Luther Burbank employees who are not continuing employees, will automatically vest in full, effective as of the closing of the merger. Amounts reported include the value of accelerated stock award vesting as well as accrued and unvested dividends on those awards.