Good day and thank you for standing by. Welcome to the WAFED's bank announcement conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Brad Goode, Woffhead Bank's Chief Marketing Officer. Sir, please go ahead.

Thank you, Michelle. Good morning, everybody. Thanks for joining us for an update about Woffhead Bank and the announcement about our strategic merger with EverBank. You can find our press release about the announcement, which we issued yesterday, on our website at WoffheadBank.com. Additional supplemental information about the announcement can be found in our Form 8-K filing with Securities Exchange Commission, which is also available on our website. During today's call, we'll make forward-looking statements which are subject to risks and uncertainties and are intended to be covered by the safe harbor provisions of federal securities law. Information on risk factors that could cause actual results to differ is available from the announcement press release, again, that was issued yesterday, and our Form 8-K. Forward statements are effective only as the date they are made, and WAPED assumes no obligation to update information concerning its expectations. We will also reference non-GAAP financial measures. With us this morning are WAPED Bank's CEO and Vice Chairman Brent Beardall, Chief Financial Officer Kelli Holz, and Greg Sibley, Chief Executive Officer of EverBank, and Pat Rusnick, EverBank's Chief Financial Officer. I'd now like to hand the call over to Mr. Beardall.

Thank you, Brad. and thank you all for joining us today to talk about the strategic merger of Woffhead Bank and Everbank. I'm very pleased to be joined today by my longtime friend and Pacific Northwest banking colleague, Greg Sibley, Everbank CEO. Greg and I met nearly 20 years ago when he was president and CEO at Sterling Bank in Spokane. Also joining us is Pat Rusnik, Everbank CFO, who like Greg, has a long history in Western banking, including serving as the CFO of Sterling Bank in Spokane and PacWest Bank. When Greg and I first started talking about the potential of this strategic combination several months ago, it became immediately clear to us our two banks would be stronger together in every way. It is not that our banks are identical. We are different than one another, but I think you will see With what we present this morning, those differences are actually very complementary of one another. Our conviction about this has only grown more resolute as we move through this process and both banks completed rigorous due diligence. Greg, welcome back to Seattle.

Thanks so much, Brent. It's great to be back in the Pacific Northwest, having spent nearly a decade here from 2007 to 2016. and it's really great to be here with the Woff-Ed Bank team.

We have a great story to tell and I'm looking forward to getting into the details and talking about why Everbank and Woff-Ed Bank truly are stronger together and poised to achieve great results for our investors, our clients, our employees and the communities we serve. First, I want to say it is a privilege every day to work side by side with the WAFED team of bankers. This opportunity to partner with Everbank is an elegant fit. It allows us to carry forward the ethos of WAFED and deliver improved returns for our shareholders. Both banks bring exceptional credit quality and strong capital to the partnership. WAFED Bank and Everbank complement one another in several key strategic priorities you will hear about in the coming slides. I have no doubt that we will be stronger together. I'm honored to work with Greg and the teams at Woff-Ed Bank and Everbank to challenge the status quo for the banking industry in the years to come.

I couldn't agree more, Brent. Everbank and Woff-Ed Bank truly are stronger together. Since 2023, when Everbank was purchased by our private equity owners and I became CEO, Everbank has been on a journey to transform into a high-performing institution. We're incredibly proud of what we've accomplished over the past three years. Today, we're starting down an exciting new path, the merger of Everbank and Woff-Ed Bank. The combination of Everbank and Woff-Ed Bank will open many new opportunities for nationwide growth and improved financial performance. By joining forces, we'll leverage our existing scalable consumer and commercial platforms to deliver high-value products and services to clients across the country. All of us at Everbank are looking forward to partnering with the Wattfed Bank team to accomplish even greater things in the years ahead.

We have a lot of ground to cover today, so let's get started. Greg, Pat, Kelli, and I will focus on the highlights included in our investor presentation, then we will be happy to answer your questions.

We'll start on page six. Everbank and Wafed Bank have complementary business models, and the combination of the two banks will bring together and align consumer and commercial capabilities and strategies. The merger enhances both franchises, accelerating the profitability ramp while providing lending and funding diversification. Combined, the franchise will be a $75 billion asset multi-channel bank with scale and reach, diverse lending products, a bank footprint in highly attractive markets, and a very evolved digital bank that provides durable liquidity to support our lending businesses. The merger will also strengthen the bank's return profile, resulting in greater operational scale and increased efficiencies, expand their array of products and provide access to new markets for both organizations, as outlined in the key statistics portion of the slide shown on the right-hand side of the page. Turning to page seven.

We believe the combination of Everbank and Wafed is highly accretive to Wafed earnings per share with robust earnings power and profitability that would not be possible for at least the next five years as a standalone company. The enhanced financial performance of the combined bank implies a 25 to 45% increase in value creation for our shareholders. For 2027, we forecast fully synergized earnings per share accretion of approximately 29%, a 15 plus percent return on average tangible common equity and run rate earnings of $865 million to common shareholders for the combined franchise. This materially enhanced profitability drives a short tangible book value earned back period of two years and excess capital generation for the combined bank. We project approximately 8.6% tangible book value per share dilution as a result of the transaction. We are forecasting the new EverBank will generate approximately 90 basis points of annual CET1 before returning capital to shareholders.

Turning to page 8, we truly are stronger together. We're bringing complementary institutions to create a highly profitable and high-growth franchise with several key attributes. First, a multi-channel relationship driven strategy. Second, strategically located and attractive high growth markets servicing clients nationally and locally. Third, scale and funding to navigate a rapidly evolving banking environment. Fourth, strong EPS accretion return profile and earnings power to support robust growth and capital return to our shareholders. Fifth, an efficient cost structure and a flexible funding model. experienced management teams with significant integration experience and deep local and national expertise. Now I'd like to turn things over to Pat Rusnak, who will cover the key highlights of the transaction.

Thanks very much, Greg. Looking at page nine of the presentation, the transaction we've announced is a reverse merger that will create a significantly more profitable and stronger bank. Under the terms of the agreement, Woffit, Inc. will be the legal acquirer who will issue shares to EverBank Financial Corp stockholders. Woffit, Inc. will remain a publicly traded bank holding company and will be renamed Everbank Financial Corp. with its common stock listed on the NASDAQ under a new ticker EVBK. Everbank will be the accounting acquirer with Woffit's balance sheet subject to fair value accounting. After the transaction is complete, Everbank Financial Corp. will be regulated by the Federal Reserve and Everbank N.A. by the OCC. The transaction consideration is 100% stock and WAPED will issue approximately 103.1 million shares, 107.7 million inclusive options in connection with the transaction, resulting in 177.1 million basic and 182.0 million diluted pro forma shares. The ownership split will be comprised of 59.2% Everbank and 40.8% WAPED shareholders. The new bank holding company will be based in Bellevue, Washington, and the bank will be headquartered in Jacksonville, Florida. Greg will serve as the CEO of the new bank and Brent as president. The board of directors of the new company will include seven legacy Everbank seats and six legacy Wattfed seats, including Brent and Greg. Robert Radway, Everbank's current chairman of the board, will be chairman of the new board. We anticipate the transaction will close in the first quarter of 2027. The transaction is subject to approval by WAPED shareholders. It is also subject to regulatory approval and customary closing conditions. Everbank stockholders will have customary registration rights and have agreed to face and lock up schedule 12 months post-closing, the details of which are shown in footnote 1.

Page 10. The combination of WAPED Bank and Everbank will bring a scaled presence in highly attractive markets and create scarcity value. Wafed Bank today has 212 branches in nine western states. Everbank has 42 financial centers in California, Florida, and New York, in addition to its pioneering mature digital bank and scalable commercial lending channels. The combined bank is poised for significant growth in several of the country's fastest growing markets, particularly California, Florida, and Texas. Simply put, this strategic partnership positions us well for future growth. We will be the fourth largest bank holding company headquartered in the western United States. The combined bank will cover eight of the 15 largest MSAs by population in the country.

Turning to page 11, the combined bank will leverage strength in regional, national, and digital channels. At the regional level, the combined bank's core in-market relationship banking franchise is built on WAPED's 110-year history and a deep presence in markets spanning nine Western states. Over the last several years, WAPED has experienced meaningful growth by targeting specific C&I verticals. The Everbank team has accomplished the same. More importantly, both organizations have done it with very solid credit quality. At the national level, Everbank brings relationship-driven commercial lending focused on national industry verticals with attractive risk-adjusted returns. Everbank's pioneering mature nationwide digital bank complements a strategic branch footprint that will provide durable funding and balance sheet resilience. On the right-hand side of page 11, we show how the combined bank will deliver strength in commercial loans and deposits. Together, we will have $58 billion in loans, 32% of them regional and 68% national. On the deposit side of the house, the combined bank will have $59 billion in deposits, 54% regional, 16% national, and 30% digital. Our deposit base will be supported by an expanded network of 254 strategically located branches. We will deliver a concierge level of service that will generate continued client loyalty. Our belief is that everyone deserves a banker, and we will leverage Everbank's well-established digital bank which has an average client tenure of over five years to provide an additional stable source of funding. Turning to page 12, you'll see a more granular breakdown of both the lending and deposit business. On the lending side, our $59 billion diversified national and regional lending business has an average yield on loans of 5.6% of which 74% is commercial. The runoff and redeployment of Legacy Residential Mortgages represents a significant profitability lever for the company going forward. On the deposit side, our $59 billion deposit portfolio has a weighted average cost of 2.73%, of which 82% is FDIC-insured.

Looking at page 13, the merger with Everbank accelerates Woff-Ed's goals that we outlined in our strategic plan, Build 2030. and helps us achieve things together that would take considerably longer as a standalone bank. First, it significantly advances Wafed's evolution as a commercial bank. We move immediately from 64% commercial loans to 74%. The merger accelerates our profitability journey, moving from 10% return on average tangible common equity to over 15%, a nearly 50% improvement in profitability. It expands WAFED's digital capabilities and enhances funding flexibility, moving our non-time deposits from 61% to 72%. All in, this is a great opportunity for us to optimize our balance sheet, reprice legacy single-family loans, and create meaningful cross-sell opportunities. As you can hear, I'm excited for our shareholders, and I am pleased about what this means for our bankers and for our clients. The ethos of WAFED will not only continue, this will be a springboard in terms of what we can deliver.

Turning to page 14, we're incredibly fortunate to have two outstanding senior management teams at Everbank and WAFED, and our combined bank will bring together highly experienced bankers. I will serve as the CEO of the combined company. For the past 18 years, I've served as either CEO or president at Sterling Financial, Umpqua Bank, the Federal Home Loan Bank of San Francisco, Union Bank, and EverBank. Much of that experience was in the Western U.S. Brent will serve as president of EverBank, bringing with him more than 25 years of experience at WAFED, the past nine years of which has been at the CEO of the company, and six years at Deloitte early in his career. Our combined senior leadership team has deep knowledge and experience in the Western region and national markets. along with critical experience leading organizations through integrations and transitions. In recent years, these executives have managed several large and complex acquisitions, including the sale of Union Bank to U.S. Bank, TIAA's The Best Searcher of TIAA Bank and its acquisition by the bank's current private equity owners, Umpqua Bank's acquisition of Sterling Bank, and Woffed's acquisition of Luther Burbank Savings in March 2024. As Pat noted earlier, Robert Radway, Everbank's chairman, will serve as chairman of the new board, which will have representation of legacy Everbank investors and WAFED board members. We're in the process of finalizing our future executive leadership team, but we've already identified individuals to lead our critically important credit risk and governance functions. They include Pat Rusnak, who will be the CFO, Seth Waller is the chief credit officer, Mercy Ann Martin is the Chief Risk Officer, Mark Baum is General Counsel, and Kim Robison is the Chief Operating Officer of the Regional Bank. We plan to announce other leadership appointments later this month. Turning to page 16, as I mentioned previously, for the past three years, Everbank has been on a journey of transformation and performance. Today, Everbank is an entirely different company, more profitable, larger, stronger, More efficient, more diversified, poised for future success, and no longer in the mortgage origination business. As we've built out new scalable commercial lending platforms, we've seen significant growth in loans and profitability as noted on the bottom left-hand side of this slide. Our digitally led efficient deposit gathering strategy has created a bank with approximately 500,000 deposit accounts. These accounts have an average tenure of over five years and an average account balance of $55,000. Turning to slide 17, Everbank has run a digital bank for more than 20 years and was a pioneer in this space. Today, our digital bank has approximately 370,000 accounts with nearly $17.7 billion in deposits and an average account balance of $48,000 and an average tenure of over five years. Our digital bank is a strategic lever for the combined company and is designed to deliver stable and durable funding. The online bank has the ability to scale quickly, to fund loan growth and is highly efficient. Turning to page 18, over the past three years, Everbank's management team successfully transitioned a thrift into an efficient commercial bank. Our investors, Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management, plus TIAA, which retained a stake in both common and preferred stocks, saw enormous potential in the franchise. Many of us on the new senior leadership team, which has been almost completely rebuilt, have successfully directed turnarounds like this before at both publicly owned and PE-owned financial institutions. We recognized immediately the bank needed a strategic reset. On day one, we converted from a thrift to a national bank charter, opening broad new pathways for growth and profitability as a commercial bank. We built our new delivery framework around key operating principles, maintaining high quality regulatory relationships, building a diversified and sustainable funding base, deploying assets in a focused and profitable way, and managing costs and expenses. The results of this discipline strategy are shown on the right side of page 18, lower costs for deposits, increased loan yields, a right-sized expense base, all of which contributed to enhanced profitability and improved ROAA. Turning to page 19, we're proud of what we've accomplished, particularly the transformation of the bank that is driving meaningful improvement in financial performance and positive operating leverage. Page 19 highlights six key areas where a transformation has delivered markedly improved results in efficiency ratios, net interest margin, ROAA, loans, deposits, and net income. The projected outlooks for each of these areas is included through 2028. I'll now turn it over to Pat.

Page 21 provides an overview of key deal modeling assumptions for which I'll provide some color on a few notable items. Total model pre-tax deal related charges, $260 million, of which about 65% is expected to be recognized at or during the first quarter following closing. On the expected credit mark, which was informed by third party credit review and other internal modeling, $313 million, or 1.55% of total WAFED loans. This represents about 1.4 times the forecasted WAFED allowance at closing. In accordance with ASU 2025-08, there will not be any CECL double count. As mentioned, the Wofford balance sheet will be fair value to closing. We expect the most significant rate marks will be for loans, with an estimated pre-tax rate mark of approximately $600 million. As this is largely for single and multifamily loans, the accretion will occur over a fairly long period that approximates the 10-year straight-line method. The expected first year after-tax accretion is approximately $44 million. The expected core deposit intangible asset is approximately $368 million, or 2.8%, which will be amortized on an accelerated basis over 10 years. The first year expected after-tax CDI amortization is approximately $48 million. One other notable fair value mark will be applied against the Woffed Perpetual Preferred Stock, reducing the value by $105 million without any deferred tax effect. This will be treated as a permanent valuation adjustment for which no amortization will be recorded. Everbank has a similar case with its preferred stock, which has a par value of $675 million but is carried at $551 million due to the accounting treatment undertaken in connection with the TIAA sale in 2023. The discounted amount is what is included in Tier 1 regulatory capital. We expect meaningful cost synergies over our integration timeline as shown on page 22. We expect $135 million in annualized cost synergies with $54 million or about 40% realized in the first year following closing and the balance by the end of the second year. The savings will be derived from reduced compensation, technology, occupancy, and general and administrative expenses. were in the process of developing a detailed integration plan and have defined key leadership roles and organizational structures to support post-close execution. The combined bank will have a strong financial profile as shown on page 23 with an efficient, scalable operating model that should drive substantially better financial returns than either bank could realize independently for 2027, 2028, and beyond. Noteworthy pro forma 2028 target performance metrics include an ROAA of 1.15% and ROTCE of 15% plus. The combination of the two banks will unlock Everbank's significantly improved earnings in future years. Page 24 presents a walk of WAFED's 2027 EPS from the consensus of $3.37 to $4.34 per share, reflecting fully phased-in synergies. The resulting expected EPS accretion is 29%, with ROTC improvement in excess of 40%. While the deal modeling does not assume any revenue synergies, there are several notable opportunities noted as upside levers, including cross-sale wealth management and insurance agency services to the Everbank consumer and commercial clients. I'll now turn it over to Kelli to cover the next few slides.

Turning to page 25, which addresses capital and liquidity of the pro forma company, I'd like to briefly touch upon a few points. For liquidity, we expect that cash and securities will comprise about 20% of total assets, and the loan to deposit ratio will be in the mid 90s. For capital, we are expecting a CET1 ratio of approximately 10% at close. Given the current uncertainty and volatility with rates, we are taking steps to partially hedge the risk to regulatory capital at closing due to the impact of higher rates on WAFED's fair value marks. Actions will also be initiated between now and closing to shorten WAFED's duration of equity using derivatives and other available strategies. The associated costs for these measures is reflected in the pro forma financials. The pro forma company is expected to generate substantially improved profitability and internal capital generation. In addition to continuance of a quarterly cash dividend with a payout in the range of 25 to 35%, expanded organic growth initiative and prudent share repurchases will be in the capital management toolkit. The proposed Basel III end game capital rules have been modeled for both banks and would result in risk-based regulatory capital ratios increasing by approximately 120 basis points. Page 26, the combined bank will have robust risk management coupled with solid credit quality. Both banks have a track record of solid credit performance. Everbank brings to the combined bank a disciplined credit approach and conservative underwriting philosophy with strong collateral. This has resulted in demonstrated low credit losses across the portfolio. WAFED Bank has consistently delivered strong credit quality characterized by low net charge-offs. Lastly, I would like to provide a bit of color on the due diligence process undertaken by both sides. Page 27 indicates the 12 key areas of diligence focus, including financial, legal, risk, HR, compliance, and information security. For four critical areas, commercial credit, one to four family mortgage loans, technology and deposits, both banks separately engaged the same highly respected and experienced firms to conduct bidirectional due diligence. As indicated on the right of the slide, a substantial portion of the commercial credit portfolios were reviewed, including virtually all criticized loans. The diligence work on deposits was focused on identifying strategies for preserving the favorable deposit pricing differential of LaFed's branch customer base. This informed our decision to operate the post-closing bank under three distinct brands, LaFed Bank for Washington, Oregon, Idaho, Nevada, Arizona, New Mexico, Utah, and Texas, Everbank for Florida and California, and the Direct Digital Bank. With that, I will turn it back to Brent.

This chart on page 29 is critical for investors to understand. On the y-axis, we have price to tangible book value. On the x-axis is return on average tangible common equity. You can see LawFed and the peer banks plotted on the chart. It is not surprising that the more profitable a bank is, the higher the trading multiple in terms of price to tangible book value. If we can achieve the improved profitability that we have laid out this morning, which I think we can and will do, the market should reward us with a higher multiple. We have seen over the last several years how challenging it is to move up and to the right on this chart. We believe this partnership provides a unique opportunity, and the implied upside for our shareholders is approximately 44%. On page 30 is another way to look at the potential upside for our stock. Instead of price to tangible book value, this chart illustrates the value creation at various PE multiples, showing a 26% upside to Woffhead shareholders if we can trade at the KRX median. Page 31 summarizes well why we believe this partnership is compelling for our clients, our bankers, and our shareholders. From a financial standpoint, the five metrics on the right are notable. 29% fully synergized EPS accretion, 500 basis point improvement in return on tangible capital, only 8.6% tangible book value dilution to WAFED shareholders, tangible book value earn back of two years, and the meaningful upside to our stock price. This $3.9 billion combination is the only bank M&A in recent history with over 25% EPS secretion and less than 10% tangible book value dilution. I've learned a lot in life and undoubtedly have more to learn. But one thing I know, it matters not just what you do, but who you do it with. I'm thrilled to announce this morning the partnership with Greg and the entire Everbank team. I trust Greg. Integrity matters, and I am thrilled to lock arms and deliver together. Greg, with that, I will hand over the baton.

Thank you, Brent. As we open this new chapter together, I'm very excited to begin working with you, the Wattfed Bank team, and the Everbank colleagues to bring our vision to life. I'm very optimistic about what the future holds for our combined organization. The returns we will provide to our shareholders, the ways we can support our clients, and the opportunities that will open up for our colleagues. Our investor presentation includes an appendix of supplemental information starting on page 32. Now, I'd like to open the call and look forward to answering your questions.

Thank you. As a reminder, to ask a question, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. One moment while we compile our Q&A roster. Our first question is going to come from the line of Kelli Motta with KBW. Your line is open. Please go ahead.

Hey, everyone. Good morning. Congrats on the deal announcement. I think maybe to just kick it off from a high level, Wafed and Everbank are two very different banks, but I think maybe complement one another. So if you could provide any color as to what you saw in one another and how this transaction came about to the extent that you're able to share. Thank you.

Yeah, Kelli, I'll take that. It's Greg. Good morning and thanks for being on the call. We are different, as you mentioned. The two organizations have offsets to one another. WAPED, obviously 110-year proud history. And I've known Brent for a long time, as he mentioned. When you think about their franchise in the nine Western states and their depository, it's well-established. They run it very well. It's been in place for a long time. Obviously, their Thrift Roots are an issue that we're very familiar with, having been in a similar situation when we walked into EverBank and the issue of the 2030 plan was clearly one that they were embracing and in the process of putting together, but it takes time as we all know to be able to get to that point. On the Everbank side, our national direct lending capabilities that we built over the course of the last four or five years have been terrific additions to the company's return profile. At the same time, what we recognized was we were pretty reliant on the direct bank historically and have added branches in California to our Florida franchise to be able to help narrow that gap. When we sat down and talked about how we complement one another, clearly each one of us have strengths on opposite sides. But when you put them together, I would just call everybody's attention to the slides that are on 11 and 12, which creates almost perfect symmetry. for the two organizations in terms of matching off their loans and their deposit portfolios, which is something that we spent a lot of time evaluating. Would the relative strengths and weaknesses, as we got into due diligence, hold up and allow us to continue to move forward and be stronger together? And our very, very strong opinion was absolutely. And that's what led to us getting to where we are today.

Thank you, Greg. If I could follow up on that a little bit. Kelli, as you know, on the WAFED journey, we have been trying our darndest to grow low-cost deposits. And that is a wonderful thing for banks as you get those low-cost deposits, but they are increasingly difficult to gain. The market for non-interest-bearing deposits has gone from 30% of total deposits in the United States to 20% just in the last seven years. and so we are swimming upstream and we were having a great deal of success in the lending side, but not as much success as any of us would have liked in terms of the deposit origination side. So when this idea first came to us, I looked at it and at first I said, I'm not sure this works, but the more I looked into it, we literally filled out parts of the business for each other that each had relative weaknesses in and we are stronger together. It's remarkable to me that neither one of our franchises has a huge low-cost deposit base, but even without that, which I believe is the future of banking, we're all going to have to pay a fair share for deposits. Consumers are going to demand it, and we can get the return to our shareholders by focusing on these niche asset lines. Delivering incredible asset quality, earning a little bit more on those assets, and doing it on a hyper efficient scale. And that combination of those two delivers what we were trying to get to, which is a 15% return on equity. And once I saw it come together, the excitement just continued to build.

Great. That's really good color and super helpful. Maybe turning to the growth profile, I believe in the deck you're looking for high single-digit growth in the active portfolio and then about 25% is running off. I'm wondering as we kind of think about the natural near-term growth rate of your company, how we should be thinking about that rate of runoff and maybe a net growth and maybe You alluded to the challenges with funding, the channels that you're looking to fund that with. Thank you.

Yeah, good morning, Kelli. This is Pat Rusnak. Both banks have single-family residential loan portfolios that are going to be running off over the upcoming years. Ever Banks is about $6.5 billion, has a yield of about 4.5%. Wattfed is a little over $7 billion. That will, of course, be marked to a market rate. So we will, in the case of the Wattfed loans, evaluate possibly accelerating that through loan sales, either on a forward basis between now and closing or following closing. that would allow us to more quickly reposition those loans into higher yielding commercial loans that could either be done on the WAFED side through their offerings or through our different specialty lending verticals on the Everbank side. So I think that there's significant opportunity and flexibility that are there on both sides as these and legacy portfolios continue to run off.

Got it. That's really helpful. Maybe last question for me and then I'll step back and let others ask theirs is just on, you know, how you're thinking about capital from here. I know you guys said 9.8 CET1. You alluded to this balance sheet flexibility and you have a pretty big benefit still from Basel III. how we should be thinking about, you know, capital priorities and management. Sure.

This is Pat again. So as Brent mentioned in the prepared remarks and as indicated in the deck, there's going to be significant internal capital generation capacity, not even counting the significant benefit of Basel III endgame. So in terms of prioritization, Well, first thing, first part is we're going to execute on the plan and achieve a 15% ROTCE. That's objective number one. But we will evaluate opportunities for organic growth. There's opportunities in certain markets where we could potentially expand. We will also have the cash dividend that we will assess. And as Kelli noted, share repurchases. having all of those things available. And I think the last one is probably the one that would give us the most flexibility and there to support the stock price and an efficient way to manage capital levels as we go through time. So I think all of those things are there, but if I were to kind of say things that I would put an emphasis on, it would probably be having the share repurchase capabilities once we get through our process of getting The performance achieved.

Amazing. Thank you so much.

Congrats again. I'll step back. Thank you. And one moment for our next question. Our next question will come from the line of Adam Kroll with Piper Sandler. Your line is open. Please go ahead.

Hi, I'm on for Matthew Clark. Good morning and thanks for taking my questions. Good morning, Adam. Good morning.

Great to have you here.

So maybe starting out on the funding profile, with EverBank's digital bank, I was curious if you could walk through how you might plan to mitigate any potential cannibalization of some of the lower cost funding and maybe longer term is 30% of deposits kind of where you want the digital platform to be?

This is Greg. I'll take that. And then Kelli will add some additional color on the back end as she already commented on this. What we'll end up doing is we'll dual brand and we'll have the WAFED brand that will be used in the legacy footprint exit California. California and Florida will be flagged as Everbank. And then the direct bank will be flagged as Everbank Direct. And the goal there is to, in market, and the physical footprint, our view will be to lighten the targeting versus our historical practices on a standalone basis of the use of the direct bank. We think that's important because, as noted, we don't want to cannibalize the WAFED deposits, which are lower cost overall than the current Everbank deposits. And we will use the direct bank principally as a Go to market in new markets, exploratory markets, or markets where we may have a small presence, but we'd like to build heft. And that would be perhaps in markets like Texas, markets, certain markets in Arizona, other parts of the country where we see significant opportunities. 30% is higher than we would like over time. will look to invigorate go-to-market opportunities in the Western U.S. to try and drive that number down. But again, I think the issue will depend on growth, clearly, because the digital bank can be used very flexibly to accelerate into growth markets that have low demand on them. And over time, we can blend those costs down as we continue to diversify our markets. Go ahead.

If I could add just one follow-up on that. For the WAFED legacy branches, we are not stopping our pursuit of small business. We believe that is the future for branches and our teams are just starting to gain momentum. So there is no stop whatsoever. We are full steam ahead in serving small businesses and we believe that will over time be an engine for low-cost deposits for us. But the beauty of this transaction is we now have multiple channels, different levers to be able to pull.

Got it. I really appreciate the cover there. And then maybe moving to the growth strategy from here, just looking at the branch footprint, there's a lot of attractive markets that you're currently in. Is there any markets where you might maybe see a more pronounced opportunity to take share both organically or inorganically down the road and maybe the potential to reallocate some of the targeted cost saves for growth?

Yeah, very good question. We think we have a very enviable footprint together. I just call out Texas. We have very minimal market share in Texas. obviously very excited about what we can do in Florida in terms of bringing out our regional banking concept to Florida. And California is a market for us as well. In addition, the Mountain West. But those are the three states I would say there's opportunities for organic growth specifically.

I want to piggyback on that for just a minute.

I think many of us in traditional banking domains without a direct bank always thought if you build it, they will come.

So you build branches, Hope people would come. Maybe they filled, maybe they didn't. What we've seen in terms of our explorations in the California market leading up to this is if you use the direct bank on a geocoded basis, you're actually able to gather deposits in specific MSAs and then have a client base that you have established before you build your financial centers. And so from that perspective, To Brent's point, you think about the three or four markets he mentioned. We will use the direct bank for those kinds of opportunities. We'll go there with discipline programs and focus targeting before we then go in and build physical delivery on the back end of that.

I appreciate the detail there and I'll step back now.

Thank you. One moment for our next question. Our next question will come from the line of Jeff Rulis with DA Davison. Your line is open. Please go ahead.

Thanks. Good morning, Greg and Pat. It's been a while since we last spoke. Good to talk to you again. So I guess on the long-term commitment to some of EverBank's more sophisticated product in the ABL equipment finance, energy specialty finance, Any thoughts on a pivot towards sort of the, we know, understand that single-family residential for both is sort of on the decline or running off. Maybe ideal balance sheet mix of the loans, is that still part of the strategy longer term, is some of that niche lending areas?

Yeah, Gorin, good to hear from you again. It's been a long time. We have, over the past three years at EverBank, launched a number of new specially lending verticals. They're shown in the bottom right of slide 16 in the presentation. Some of these started immediately after we got the TIA transaction completed. Others have been launched as recently as the beginning of this year. All of them are, I think, moving according to plan are things that we would expect to continue to grow with the combined bank. I'll give you a couple of ones that are more recent ones. We just started a CRE bridge lending business based in New York City at the beginning of this year. They've got their first deal done in April. It's a terrific business and great opportunity with where Repositioning CRE loan opportunities exist today. We've been in the equipment finance business for many years. Everett Bank had a vendor focused business. Historically, we added a couple of years ago, a large ticket leasing capability. And even more recently, about a year ago, a specialty team focused on and other material handling equipment that was kind of a top tier team out of Chicago. So I think that all of those areas are ones that we will have areas to continue to to grow. One area where we had some trouble getting traction was, I would say, more on the just the traditional community bank commercial loan space relationship based. That was an area that we've had some and just haven't gotten as much traction. And that is something that Brent and the Wattfed team brings tremendous capability on. And as Brent mentioned, offering that in Florida where we don't have great capability today is another synergy opportunity.

Yeah, and Jeff, I would just add, I think Pat said very well. I think if you think about the CNI acceleration for the Everbank franchise overall, and then some specialty verticals like oil and gas and some of the specialty in-market CRA lending, that the WAPED teams go to market with. Our view is that that just rounds out the current compliment of the 12 business lines that Everbank has. It expands it to 15. You know, we get focused and we do think that there are other opportunities for us to continue to widen the top of the funnel here. We've already talked about a number of additional verticals that we will consider over time that have the proper risk profiles, the proper return profiles, in areas where we feel like a new market entrant. Whether we build teams or we do acquisitions, small targeted business line acquisitions, which we've done, for example, with premise when we built our life lending business, would be great opportunities for us to continue to expand the array of products and services. Just more arrows in the quiver for us to go to market with. We think that will be something that we'll be able to do much more quickly together than we've done in the past.

Appreciate the color there. And maybe on a related basis, looking at the net interest margin targeted just below 3%, I guess, is that kind of the expectation of the terminal level of the franchise? I guess once you exit in greater fashion, the single family residential, is there a potential for margin Well above kind of a maybe mid three or beyond. Just wanted to kind of get your sense for what that profitability looks like over time.

Yeah, I would think in the medium term, you know, seeing something in the mid threes is probably not realistic. But as we're able to continue to execute on, you know, repositioning of the legacy loans, the faster we can do that, again, we are picking up significantly higher spreads will certainly help. And as Greg mentioned, to the extent we can, you know, reduce the reliance on direct and the direct digital bank for funding and drive more through lower cost deposit channels will also help. But I really don't in the near to medium term see a NIM that's going to be in the mid threes.

Hey, Jeff, it's Brent. Good to speak to you. And we hope we gave you a pleasant surprise on your Labor Day holiday. Just one of the things I would point out, you'll recall on our Build 2030 that we were hoping to get to a margin of three and a half to 360, I think it was. And we needed to get to that margin to be able to hit the 15% return on tangible common equity. How great is it that our combined franchise, we only needed 3% margin to hit the 15%. So it's wonderful from my perspective that we're able to realize that level of return for our shareholders and then to the extent we can grow the margin from there, great, but we don't have to.

Yep. Appreciate it, Brent. Thanks. I'll step back.

Thank you. And one moment for our next question. Our next question will come from the line of Andrew Terrell with Stevens. Your line is open. Please go ahead.

Hey, good morning. Good morning, Andrew. I wanted to ask just around the profitability targets. Thank you for having me. In the interim, do rates really play a role in the profitability forecast? Or what do you think the upside and downside cases are to the ROTC?

Yeah. Good morning. This is Pat. So in terms of rates, the combined bank is relatively neutral to slightly asset sensitive on a net interest income basis. But as you noted, we have a relatively long duration liability sensitivity for EVE. So that's what we're looking to protect with some hedging strategies between signing and closing and thereafter. I think that we view the cost synergy target as conservative. We are facing it in over a relatively A longer period of time than you might typically see because we want to make sure that the technology integration is done in a flawless manner. And as noted in the deck, we engaged third party resources with that for diligence, and they're going to continue to assist with the actual integration. But it's our expectation that we set targets like that that we would aim to outperform. However, if we didn't, let's say if the cost saves came in at 75% of the target instead of 100%, it would reduce the EPS accretion by five percentage points. So it's a pretty nominal effect on the ROTCE. Other opportunities that are set forth on slide 24 in terms of the upside levers, We think there's real opportunity there for which nothing has been modeled. In the case of the wealth opportunity to cross-sell, Greg mentioned that we launched a couple years ago or purchased from Premise Bank a life lending business. That business had a portfolio of 350 million when we acquired it about two years ago. It's over a billion dollars today, and it is focused on high net worth individuals. who are looking to do protection for estate planning. Tremendous opportunity there. Today, we can only offer them a loan and limited savings products. So that would be a prime target for wealth management. Not to mention that our, as shown here, we have a relatively high balance affluent depositor base. So tremendous opportunity there. opportunity for the insurance services as well. We can upmarket, do larger loans and hold sizes in certain areas. And then, as I mentioned earlier, our ability to accelerate some of this back book repricing through loan sales. And it's not a case here where we have a lag to get the money deployed. We have on our side, 12 verticals that are up and running and humming. and the WAPED side has similar active higher spread lending businesses. So as I say that there's no downsides, but I think that there's far more upside with levers that can be adjusted that would give us great comfort in knowing we will be able to hit that target.

I can add one additional item on that. Andrew, good to speak to you. as you know we're very pleased with the technology that we've built out for our consumer online and mobile banking that's proprietary for Woffed and looking at the Everbank deposit portfolio there's a there's a huge opportunity to win over the primary checking account for these depositors as well so we think is we're able to roll out the technology that we think is pretty impressive we're gonna we're gonna be able to win more deposits and it's just we're doing everything we can to provide the products to win more wallet share. And I think that's the opportunity for us.

Awesome. I appreciate all the color. Just one last one for me on capital. I see the CT1 pro forma. You guys obviously are going to be getting a lot of organic capital and, you know, pretty big beneficiaries from some of the recent proposals as well. But how should we think about, you know, on a pro forma kind of capital deployment basis? Like, What's a good operating target for CT1 as you think about kind of the combined balance sheet?

So, this is Pat. We're targeting right about 10% at close, again, with the hedging protection to make sure that the higher rates don't result in that falling below our target levels. As we continue to mix out of residential loans into other loans, that's going to change the balance sheet risk over time. We've got $13 billion of residential loans. So it's going to take time for that to go down to 10%. But as we do that, I think that's something that would likely justify slightly higher capital levels when we would look at peers. So over time, you know the CT1 being in a range of say 10 to 11 percent and as noted with the Basel III endgame getting solidified that's just another you know added benefit with you know perhaps up to you know 150 basis points of positive impact. One other thing there to note on that is that will also change as the residential loans run off over time because it's going to be moving these residential loans obviously based on on loan to value down into lower categories that's fine but as you you know those loans pay off or you sell them and you move them into 100 risk-weighted commercial loans at much higher spreads it will require more capital yep great okay uh thank you for the questions thank you and i would not now like to hand the conference back over to Brent

Beardall for closing remarks.

Thank you very much, ladies and gentlemen, for joining us this morning. As you can tell, we are incredibly excited about what this opportunity means for all of the constituents for us here at Woffhead Bank and Everbank. We truly believe we are stronger together. We're excited to turn the chapter and execute on the plan that we've laid out this morning. Have a wonderful day.

This concludes today's conference call. Thank you for participating, and you may now disconnect. Everyone, have a great day.