UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): January 30, 2024~~1934

Date of Report (Date of earliest event reported):

February 29, 2024

Luther Burbank Corporation

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation)		001-38317(Commission File Number)		68-0270948(I.R.S. Employer Identification Number)
California	001-38317		68-0270948
520 Third St, Fourth Floor, Santa Rosa, California (Address of principal executive offices)				95401 (Zip Code)
(State or Other Jurisdictionof Incorporation)	(Commission File Number)		(I.R.S. EmployerIdentification Number)
Registrant's telephone number, including area code: (844) 446-8201

520 Third Street, Fourth Floor

Santa Rosa, California 95401

(Address of Principal Executive Offices) (Zip Code)

(844) 446-8201

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, no par value

LBC

The Nasdaq Stock Market

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol

Name of Each Exchange

on Which Registered

Common stock, no par value

LBC

The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~2.02. Results~~Note ~~of Operations and Financial Condition.~~

~~Luther~~This ~~Burbank~~Current ~~Savings~~Report ~~(the~~on ~~“Bank”~~Form ~~or “LB Savings”), Luther Burbank Corporation’s (“Luther Burbank”) wholly~~8-~~owned~~K ~~bank subsidiary,~~ is ~~subject~~being tofiled ~~supervision~~in ~~and~~connection ~~examination~~with by the ~~Federal~~transactions ~~Deposit~~contemplated ~~Insurance~~by ~~Corporation~~that ~~(the~~certain ~~“FDIC”)~~Agreement and isPlan ~~required to submit to the FDIC certain reports entitled “Consolidated Reports~~ of ~~Condition and Income” (each~~Reorganization, adated ~~“Call~~as ~~Report”~~of ~~and collectively~~November 13, 2022 (the “~~Call~~Merger ~~Reports~~Agreement”)., ~~The Bank’s Call Reports are prepared in accordance with regulatory instructions issued~~ by ~~the Federal Financial Institutions Examination Council~~ and ~~consist~~between ofLuther aBurbank ~~balance sheet~~Corporation, ~~income~~a ~~statement,~~California ~~changes~~corporation in(“Luther ~~equity capital and other supporting schedules as of the end of the period to which each such Call Report relates. The publicly available portions of the Bank’s Call Reports are on file with~~Burbank”), and ~~publicly available at the FDIC at 550 17th Street~~WaFd, NInc.~~W.,~~ (f/k/a Washington Federal, DInc.~~C. 20429 and on the FDIC’s website at www.fdic.gov. The contents of the FDIC’s Internet website are not incorporated by reference into~~), ~~and are not otherwise~~ a ~~part~~Washington ~~of,~~corporation ~~this Current Report on Form 8-K~~(“WaFd”).

On ~~January 30~~February 29, 2024, (the ~~Bank~~“Closing ~~filed~~Date”), Luther Burbank closed its ~~Call~~previously ~~Report~~announced ~~for~~merger with WaFd pursuant to the ~~period~~Merger ~~ended~~Agreement ~~December~~(the ~~31,~~“Merger”). ~~2023~~The Merger became effective as of 12:00 a.m. Pacific Time on March 1, 2024 (the “Effective Time”), at which time Luther Burbank ~~anticipates~~was merged with and into WaFd, with WaFd as the ~~Call~~surviving ~~Report~~corporation, ~~will~~which bewas ~~available~~promptly onfollowed by the ~~FDIC~~merger of Luther Burbank’s ~~website~~wholly-owned onbank orsubsidiary, ~~about~~Luther ~~January~~Burbank 31Savings, ~~2024~~a California-chartered commercial bank, with and into Washington Federal Bank, a Washington state chartered commercial bank (“WaFd Bank”), which is the wholly-owned bank subsidiary of WaFd, with WaFd Bank as the surviving bank.

~~The~~Pursuant ~~information~~to ~~presented~~the interms of the ~~Call~~Merger ~~Report~~Agreement, iseach ~~preliminary~~share ~~and~~of ~~unaudited~~Luther Burbank common stock, ~~filed~~no ~~solely~~par ~~for~~value ~~bank~~per ~~regulatory~~share ~~purposes~~(“LBC Common Stock”), ~~and~~outstanding ~~relates~~immediately ~~only~~prior to the ~~Bank,~~Effective ~~and~~Time ~~not~~was toconverted ~~Luther~~into ~~Burbank~~0.3353 onshares aof ~~consolidated~~WaFd ~~basis~~common stock, par value $1.00 ~~Therefore~~per share (“WaFd Common Stock”), ~~the~~with ~~results~~an ~~filed~~amount in ~~the~~cash, ~~Call~~without ~~Report~~interest, ~~are~~to ~~not~~be ~~necessarily~~paid ~~indicative~~in lieu of ~~the~~fractional ~~results~~shares of(the ~~Luther~~“Merger ~~Burbank~~Consideration”).

~~The~~Each ~~information~~share ~~furnished~~of ~~under~~Luther ~~Item~~Burbank ~~2.02~~Restricted ofStock ~~this~~and ~~Current~~each ~~Report~~Luther onBurbank ~~Form~~Restricted ~~8-K~~Stock ~~shall~~Unit ~~not~~held beby ~~deemed~~employees ~~“filed”~~of ~~for~~Luther ~~purposes~~Burbank ofand ~~Section~~its 18subsidiaries who became employees of WaFd or its subsidiaries at the ~~Securities~~Effective ~~Exchange~~Time ~~Act~~vested in full. Holders of ~~1934,~~such asvested ~~amended,~~Luther orBurbank ~~otherwise~~Restricted ~~subject~~Stock and Luther Burbank Restricted Stock Units received the Merger Consideration pursuant to the ~~liabilities~~terms ~~under~~of ~~that~~the ~~Section~~Merger Agreement. In addition, ~~nor~~in ~~shall~~connection itwith besuch ~~deemed~~vesting, ~~incorporated~~holders byreceived ~~reference~~an amount in cash equal to the sum of any ~~registration~~accrued ~~statement~~dividends or ~~other~~dividend ~~filings~~equivalents ofthat ~~Luther~~are ~~Burbank~~payable ~~under~~in ~~the~~cash, ~~Securities~~pursuant ~~Act~~to ofthe ~~1933,~~terms asof ~~amended,~~the ~~except~~Luther asBurbank ~~shall~~Restricted beStock ~~set~~or ~~forth~~Luther byBurbank ~~specific~~Restricted ~~reference~~Stock inUnits, ~~such~~as ~~filing~~applicable.

~~Item~~The 8total aggregate consideration delivered to holders of LBC Common Stock was approximately 17,088,993 shares of WaFd Common Stock.01 The issuance of shares of WaFd Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended pursuant to a Registration Statement on Form S-4 (File No. ~~Other~~333-270-159) ~~Events~~initially filed by WaFd with the Securities and Exchange Commission (the “SEC”) on March 1, 2023 and declared effective on March 28, 2023.

~~Regulatory~~The ~~Approval~~foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Luther Burbank’s Current Report on Form 8-K filed with the SEC on November 14, 2022, and incorporated herein by reference.

AsItem ~~previously~~2.01 ~~disclosed,~~Completion ~~on November 13, 2022, Luther Burbank, entered into the Agreement and Plan~~ of ~~Reorganization~~Acquisition ~~(the~~or ~~“Merger~~Disposition Agreement”) with WaFd, Inc. (f/k/a Washington Federal, Inc.), a Washington corporation (“WaFd”), pursuant to which Luther Burbank will be merged with and into WaFd, with WaFd as the surviving corporation (the “Corporate Merger”). Promptly following the Corporate Merger, Luther Burbank’s banking subsidiary, LB Savings will be merged with and into Washington Federal Bank, dba WaFd Bank (“WaFd Bank”), the banking subsidiary of ~~WaFd, with WaFd Bank as the surviving bank (the “Bank Merger”)~~Assets. ~~The Corporate Merger and the Bank Merger are collectively referred to in this Current Report on Form 8-K as the “Merger.”~~

OnThe ~~January~~information ~~30,~~set ~~2024,~~forth ~~Luther~~in ~~Burbank and WaFd issued a joint press release announcing that Luther Burbank and WaFd received~~ the ~~required~~Introductory ~~regulatory~~Note ~~approvals from the FDIC and the Washington State Department~~ of Financial Institutions for LB Savings to be merged with and into WaFd Bank, and from the Board of Governors of the Federal Reserve System for Luther Burbank to be merged with and into WaFd, on the terms and subject to the conditions of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K ~~and~~ is incorporated herein by reference into this Item 2.01.

~~Board~~Item ~~Matters~~3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~The~~On ~~Merger~~the ~~Agreement~~Closing ~~requires~~Date, ~~WaFd~~Luther toBurbank ~~take~~notified ~~all~~the ~~action~~Nasdaq ~~necessary~~Stock toMarket ~~cause~~LLC (“Nasdaq”) that the ~~WaFd~~Merger ~~Board~~had ofclosed ~~Directors~~and ~~(the~~requested ~~“WaFd~~that ~~Board”~~Nasdaq (i) suspend ~~and~~trading ~~the~~of ~~WaFd~~LBC ~~Bank~~Common ~~Board~~Stock ofprior ~~Directors~~to (the ~~“WaFd~~opening ~~Bank~~of ~~Board”~~trading on March 1, 2024, (ii) withdraw LBC Common Stock from listing on Nasdaq prior to bethe ~~comprised~~opening of 12trading ~~members~~on asMarch 1, of2024 and (iii) file with the ~~effective~~SEC ~~time~~a notification on Form 25 of ~~the~~delisting ~~Merger~~of ~~(the~~Luther ~~“Effective~~Burbank ~~Time”~~Common Stock under Section 12(b) of the Securities and toExchange ~~appoint~~Act orof ~~elect~~1934, ~~effective~~ as ofamended ~~the~~(“Exchange ~~Effective~~Act”). ~~Time,~~As ~~two~~a ~~new~~result, ~~directors~~LBC ~~recommended~~Common byStock ~~Luther~~is ~~Burbank~~no ~~and~~longer ~~agreeable~~listed toon ~~WaFd~~Nasdaq.

~~Pursuant~~Additionally, ~~to the terms of the Merger Agreement and in accordance with~~ WaFd’s, ~~Restated~~as ~~Articles~~successor ofto ~~Incorporation,~~Luther ~~as amended~~Burbank, ~~and~~intends ~~WaFd~~to ~~Bank’s~~file ~~Articles~~with ofthe ~~Incorporation,~~SEC as ~~amended,~~promptly ~~effective~~ as ofpossible ~~the~~a ~~Effective~~certification ~~Time~~on ~~and~~Form ~~subject~~15 torequesting the ~~closing~~termination of ~~the~~registration ~~Merger,~~of ~~the~~LBC ~~WaFd~~Common ~~Board~~Stock ~~and~~under ~~the~~Section 12(g) ~~WaFd~~of ~~Bank~~the ~~Board~~Exchange ~~appointed~~Act ~~Bradley M. Shuster~~ and ~~M. Max Yzaguirre (~~the ~~“LBC~~suspension ~~Director Appointees”), each~~ of ~~whom currently serve as directors of~~ Luther Burbank’s ~~and~~reporting LBobligations ~~Savings,~~under toSections ~~serve~~13 ~~on each of the WaFd Board~~ and ~~WaFd~~15(d) ~~Bank Board until the next annual meeting~~ of ~~shareholders of WaFd at which~~ the ~~class~~Exchange ~~of directors to which such individual will be appointed is presented to shareholders for reelection~~Act.

~~Each~~The ofinformation ~~the~~set ~~WaFd~~forth ~~Board~~in ~~and WaFd Bank Board has not yet determined on which committees of~~ the ~~WaFd~~Introductory ~~Board~~Note ~~and the WaFd Bank Board the LBC Director Appointees will serve. Each~~ of ~~the~~this ~~LBC~~Current ~~Director~~Report ~~Appointees~~on ~~will~~Form ~~receive the same compensation as currently paid to other WaFd Board and WaFd Bank Board members. A description of WaFd’s standard non~~8-~~employee~~K ~~director compensation arrangement~~ is ~~contained~~incorporated ~~under~~herein ~~the~~by ~~heading~~reference ~~“Director~~into ~~Compensation”~~this inItem ~~WaFd’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2023~~3.01.

~~Other~~Item ~~than as previously described above and in WaFd’s Registration Statement on Form S-4, as amended (File No~~3.03. ~~333-270159)~~Material ~~initially~~Modification ~~filed with the SEC on March 1, 2023, there are no arrangements or understandings between any of the LBC Director Appointees and any other person pursuant~~ to ~~which either of~~ the ~~LBC~~Rights ~~Director Appointees have been designated to serve on the WaFd Board and WaFd Bank Board. Additionally, there have been no transactions nor are there any proposed transactions between WaFd and either~~ of ~~the LBC Director Appointees that would require disclosure pursuant to Item 404(a) of Regulation S-K~~Securityholders.

At the Effective Time, each holder of a certificate or book-entry share representing any shares of LBC Common Stock ceased to have any rights with respect thereto, except the right to receive the Merger Consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K are incorporated herein by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, in accordance with the terms of the Merger Agreement, each of Luther Burbank’s directors and executive officers ceased serving in such capacities and Bradley M. Shuster and M. Max Yzaguirre, two former directors of Luther Burbank, were appointed to serve as directors of WaFd and WaFd Bank, in each case effective at the Effective Time.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, Luther Burbank’s Articles of Incorporation and Amended and Restated Bylaws ceased to be in effect by operation of law. WaFd’s Third Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws in effect immediately prior to the Effective Time remained the Articles of Incorporation and Bylaws of WaFd (as successor to Luther Burbank by operation of law).

The information set forth in the Introductory Note of this Current Report on Form 8-K is also incorporated herein by reference to this Item 5.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
ExhibitNo.	Description
99.1		Joint Press Release of WaFd, Inc. and Luther Burbank Corporation, dated January 30, 2024
2.1	Agreement and Plan of Reorganization, dated November 13, 2022, by and between Luther Burbank Corporation and WAFD, Inc. (incorporated by reference to Exhibit 2.1 of Luther Burbank Corporation’s Current Report on Form 8-K filed with the SEC on November 14, 2022)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LUTHER BURBANK CORPORATION	~~LUTHER BURBANK CORPORATION~~
DATED: January 30, 2024			By: /s/ Laura Tarantino
	By:	/s/ Laura Tarantino
			Laura Tarantino
		Name:	Laura Tarantino
			Executive Vice President and Chief Financial Officer
		Title:	Executive Vice President and Chief Financial Officer
Date: February 29, 2024

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