Washington Federal, Inc. 12,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Underwriting AgreementUnderwriting Agreement • February 8th, 2021 • Washington Federal Inc • National commercial banks • New York
Washington Federal, Inc., a Washington corporation (the “Company”), proposes to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of its 4.875% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share and liquidation preference $1,000 per share (the “Preferred Stock”). The Preferred Stock will have terms and provisions set forth in a certificate of designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of Washington, which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof).
DEPOSIT AGREEMENT among WASHINGTON FEDERAL, INC., AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of February 8, 2021Deposit Agreement • February 8th, 2021 • Washington Federal Inc • National commercial banks • New York
DEPOSIT AGREEMENT dated as of February 8, 2021, among (i) Washington Federal, Inc., a Washington corporation, (ii) American Stock Transfer & Trust Company, LLC, a limited liability trust company formed under the laws of the State of New York, as Depositary (as hereinafter defined); and (iii) the Holders from time to time of the Receipts described herein.
