UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 (Date of earliest event reported): ~~November~~January 2830, ~~2023~~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)

520 Third St, Fourth Floor, Santa Rosa, California (Address of principal executive offices)		95401 (Zip Code)

Registrant's telephone number, including area code: (844) 446-8201

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

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 2.02. Results of Operations and Financial Condition.

Luther Burbank Savings (the “Bank” or “LB Savings”), Luther Burbank Corporation’s (“Luther Burbank”) wholly-owned bank subsidiary, is subject to supervision and examination by the Federal Deposit Insurance Corporation (the “FDIC”) and is required to submit to the FDIC certain reports entitled “Consolidated Reports of Condition and Income” (each, a “Call Report” and collectively, the “Call Reports”). The Bank’s Call Reports are prepared in accordance with regulatory instructions issued by the Federal Financial Institutions Examination Council and consist of a balance sheet, income statement, changes in 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, and publicly available at the FDIC at 550 17th Street, N.W., Washington, D.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 of, this Current Report on Form 8-K.

On January 30, 2024, the Bank filed its Call Report for the period ended December 31, 2023. Luther Burbank anticipates the Call Report will be available on the FDIC’s website on or about January 31, 2024.

The information presented in the Call Report is preliminary and unaudited, filed solely for bank regulatory purposes, and relates only to the Bank, and not to Luther Burbank on a consolidated basis. Therefore, the results filed in the Call Report are not necessarily indicative of the results of Luther Burbank.

The information furnished under Item 2.02 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of Luther Burbank under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

Item 8.01. Other Events.

AsRegulatory previously disclosed, on November 13, 2022, Luther Burbank Corporation, a California corporation (the “Company”), and WaFd, Inc. (f/k/a Washington Federal, Inc.), a Washington corporation (“WaFd”), entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), pursuant to which the Company will be merged with and into WaFd, with WaFd as the surviving institution (the “Corporate Merger”), subject to the terms and conditions set forth therein, promptly followed by the merger of the Company’s wholly-owned bank subsidiary, Luther Burbank Savings, with and into Washington Federal Bank, dba WaFd Bank, the wholly-owned bank subsidiary of WaFd (“WAFD Bank”), with WAFD Bank as the surviving institution (the “Bank Merger”). The Corporate Merger and the Bank Merger are collectively referred to in this Current Report on Form 8-K as the “Merger.” Approval

~~Pursuant~~As topreviously ~~the~~disclosed, ~~terms~~on ofNovember ~~the~~13, ~~Merger~~2022, ~~Agreement~~Luther Burbank, ~~the~~entered ~~Merger~~into the Agreement ~~may~~and bePlan ~~terminated,~~of ~~and~~Reorganization (the “Merger ~~may~~Agreement”) bewith ~~abandoned~~WaFd, byInc. ~~either~~(f/k/a ~~the~~Washington ~~Company~~Federal, orInc.), ~~WaFd~~a ifWashington ~~the~~corporation ~~Corporate Merger is not consummated by November 30, 2023~~ (~~the~~ “~~Outside Date~~WaFd”)., ~~The~~pursuant ~~Merger~~to ~~Agreement~~which ~~also~~Luther ~~provides~~Burbank ~~that~~will ifbe ~~all~~merged ~~required~~with ~~regulatory~~and ~~approvals~~into ~~have not been received by the Outside Date~~WaFd, sowith ~~long~~WaFd as ~~all other conditions to~~ the ~~closing~~surviving ofcorporation (the “Corporate Merger”). ~~that~~Promptly ~~are~~following ~~able~~the toCorporate beMerger, ~~satisfied~~Luther byBurbank’s ~~the~~banking ~~original~~subsidiary, ~~Outside~~LB ~~Date~~Savings ~~have~~will ~~been~~be ~~satisfied~~merged orwith ~~waived~~and ~~(other~~into ~~than~~Washington ~~conditions~~Federal ~~that~~Bank, ~~are~~dba toWaFd beBank ~~satisfied~~(“WaFd atBank”), ~~closing~~the ~~and~~banking ~~such~~subsidiary ~~conditions~~of ~~would~~WaFd, ~~have~~with ~~been~~WaFd ~~capable~~Bank ofas ~~being~~the ~~satisfied~~surviving onbank (the ~~original~~“Bank ~~Outside Date~~Merger”),. ~~either~~The ~~the~~Corporate ~~Company~~Merger orand ~~WaFd~~the ~~may~~Bank ~~extend~~Merger ~~the~~are ~~Outside~~collectively ~~Date~~referred to ~~February~~in ~~29,~~this ~~2024,~~Current byReport ~~written~~on ~~notice~~Form to8-K as the ~~other party~~“Merger.”

On ~~November~~January 2830, ~~2023~~2024, ~~the~~Luther ~~Company~~Burbank and WaFd ~~mutually~~issued ~~agreed~~a tojoint ~~extend~~press ~~the~~release ~~Outside~~announcing ~~Date~~that ofLuther ~~the~~Burbank ~~Merger~~and ~~Agreement~~WaFd ~~from~~received ~~November~~the ~~30,~~required ~~2023~~regulatory toapprovals ~~February~~from ~~29,~~the ~~2024~~FDIC inand ~~accordance~~the ~~with~~Washington ~~the~~State ~~terms~~Department of ~~the~~Financial ~~Merger~~Institutions ~~Agreement.~~for ~~The~~LB ~~Company~~Savings to be merged with and into WaFd ~~acknowledge~~Bank, and from the ~~continuing~~Board ~~merits~~of Governors of the ~~Merger~~Federal toReserve ~~each~~System ~~party’s~~for ~~shareholders,~~Luther ~~employees,~~Burbank ~~clients~~to be merged with and ~~communities~~into ~~they~~WaFd, ~~serve.~~on ~~The~~the ~~Company~~terms and ~~WaFd~~subject ~~are~~to ~~fully~~the ~~committed~~conditions toof the Merger ~~and~~Agreement. ~~continue~~A tocopy ~~make~~of ~~significant~~the ~~progress~~press inrelease ~~planning~~is ~~for~~attached ~~its~~as ~~closing~~Exhibit 99.1 to this Current Report on Form 8-K and ~~the~~is ~~integration~~incorporated ofherein ~~the~~by ~~companies~~reference.

As previously disclosed, on May 4, 2023, shareholders of the Company and WaFd approved the Merger Agreement, and on October 13, 2023, the Washington State Department of Financial Institutions granted conditional approval of the Merger. The consummation of the Merger remains subject to the receipt of approvals from the Federal Deposit Insurance Corporation and the Board ~~of Governors of the Federal Reserve System.~~Matters

~~Forward-Looking~~The ~~Statements~~Merger Agreement requires WaFd to take all action necessary to cause the WaFd Board of Directors (the “WaFd Board”) and the WaFd Bank Board of Directors (the “WaFd Bank Board”) to be comprised of 12 members as of the effective time of the Merger (the “Effective Time”) and to appoint or elect, effective as of the Effective Time, two new directors recommended by Luther Burbank and agreeable to WaFd.

~~Except~~Pursuant ~~for~~to ~~historical information, all other information in this Current Report on Form 8-K consists of forward-looking statements within~~ the ~~meaning~~terms of the ~~Private~~Merger ~~Securities~~Agreement ~~Litigation~~and ~~Reform~~in ~~Act~~accordance ofwith ~~1995.~~WaFd’s ~~These~~Restated ~~forward-looking~~Articles ~~statements~~of ~~include~~Incorporation, ~~but~~as ~~are not limited to~~amended, ~~statements~~and ~~about:~~WaFd ~~(i)~~Bank’s ~~the~~Articles ~~benefits~~ of ~~the Merger between the Company and WaFd~~Incorporation, ~~including~~as ~~future financial and operating results~~amended, ~~cost~~effective ~~savings,~~as ~~enhancements~~of tothe ~~revenue~~Effective Time and ~~accretion~~subject to ~~reported~~the ~~earnings~~closing ~~that~~of ~~may be realized from~~ the Merger;, ~~(ii)~~ the ~~Company’s or~~ WaFd's ~~plans,~~Board ~~objectives, expectations~~ and ~~intentions~~the ~~and~~WaFd ~~other~~Bank ~~statements~~Board ~~that~~appointed ~~are~~Bradley ~~not~~M. ~~historical facts;~~ Shuster and ~~(iii)~~M. ~~other~~Max ~~statements~~Yzaguirre ~~identified~~(the ~~by words such as~~ “~~expects,”~~LBC ~~“anticipates,”~~Director ~~“intends,~~Appointees” ~~“plans~~),” ~~“believes,”~~each ~~“seeks,” “estimates” or words~~ of ~~similar~~whom ~~meaning~~currently ~~generally~~serve ~~intended~~as todirectors ~~identify~~of ~~forward-looking~~Luther ~~statements.~~Burbank ~~These~~and ~~forward-looking~~LB ~~statements~~Savings, ~~are~~to ~~based~~serve ~~upon~~on ~~the~~each ~~current beliefs and expectations~~ of the ~~management~~WaFd ofBoard ~~the Company~~ and WaFd ~~and~~Bank ~~are~~Board ~~inherently~~until ~~subject~~the tonext ~~significant~~annual ~~business,~~meeting ~~economic~~of ~~and~~shareholders ~~competitive~~of ~~uncertainties~~WaFd ~~and~~at ~~contingencies, many of~~ which ~~are~~the ~~beyond~~class ~~our~~of ~~control.~~directors ~~In addition, these forward-looking statements are subject~~ to ~~assumptions~~which ~~with~~such ~~respect~~individual towill ~~future~~be ~~business~~appointed ~~strategies~~is ~~and~~presented ~~decisions that are subject~~ to ~~change.~~shareholders ~~Actual~~for ~~results may differ materially from the anticipated results discussed in these forward-looking statements because of numerous possible uncertainties~~reelection.

~~The~~Each ~~following~~of ~~factors, among others, could cause actual results to differ materially from~~ the ~~anticipated~~WaFd ~~results~~Board orand ~~other~~WaFd ~~expectations~~Bank ~~expressed~~Board inhas ~~the~~not ~~forward-looking~~yet ~~statements:~~determined ~~(1)~~on ~~the~~which ~~businesses~~committees of the ~~Company and~~ WaFd ~~may~~Board ~~not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities~~ and ~~cost savings from~~ the ~~Merger~~WaFd ~~may~~Bank ~~not~~Board ~~be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following~~ the ~~Merger,~~LBC ~~including~~Director ~~adverse~~Appointees ~~effects~~will onserve. ~~relationships~~Each ~~with employees, may be greater than expected; (4) governmental approvals~~ of the ~~Merger~~LBC ~~may~~Director ~~not~~Appointees bewill ~~obtained,~~receive ~~or adverse regulatory conditions may be imposed in connection with governmental approvals of~~ the ~~Merger;~~same ~~(5)~~compensation ~~adverse~~as ~~governmental~~currently orpaid ~~regulatory~~to ~~policies~~other ~~may~~WaFd beBoard ~~enacted; (6) the interest rate environment may compress margins~~ and ~~adversely~~WaFd ~~affect~~Bank ~~net~~Board ~~interest~~members. ~~income;~~A ~~(7)~~description ~~results~~of ~~may~~WaFd’s bestandard ~~adversely~~non-employee ~~affected~~director bycompensation ~~adverse~~arrangement ~~changes~~is tocontained ~~credit~~under ~~quality;~~the ~~(8)~~heading ~~competition~~“Director ~~from~~Compensation” ~~other financial services companies~~ in ~~the Company~~WaFd’s ~~and~~Definitive ~~WaFd's~~Proxy ~~markets~~Statement ~~could~~on ~~adversely~~Schedule ~~affect~~14A ~~operations;~~filed ~~and~~with ~~(9)~~the anSecurities ~~economic slowdown could adversely affect credit quality~~ and ~~loan~~Exchange ~~originations.~~Commission ~~Additional factors that could cause actual results to differ materially from those expressed in~~ (the ~~forward-looking~~“SEC”) ~~statements~~on ~~are~~December ~~discussed~~20, ~~in the Company’s~~ 2023.

Other than as previously described above and in WaFd'’s ~~reports~~Registration ~~(such~~Statement on Form S-4, as ~~Annual~~amended ~~Reports~~(File No. 333-270159) initially filed with the SEC on ~~Form~~March ~~10-K~~1, ~~Quarterly~~2023, ~~Reports~~there onare ~~Form~~no ~~10-Q~~arrangements or understandings between any of the LBC Director Appointees and ~~Current~~any ~~Reports~~other onperson ~~Form~~pursuant ~~8-K)~~to ~~filed~~which ~~with~~either of the ~~Securities~~LBC Director Appointees have been designated to serve on the WaFd Board and ~~Exchange~~WaFd ~~Commission~~Bank Board. Additionally, there have been no transactions nor are there any proposed transactions between WaFd and ~~available~~either atof the ~~Securities~~LBC ~~and~~Director ~~Exchange~~Appointees ~~Commission’s~~that ~~website~~would atrequire ~~www~~disclosure pursuant to Item 404(a) of Regulation S-K.~~sec.gov.~~

The Company and WaFd caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the Merger or other matters attributable to the Company or WaFd, or any person acting on the Company’s or WaFd's behalf are expressly qualified in their entirety by the cautionary statements above. The Company and WaFd do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.


Exhibit Number			Description
99.1			Joint Press Release of WaFd , Inc. and Luther Burbank Corporation , dated January 30, 2024
104			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
DATED: November 29, 2023						By: /s/ Laura Tarantino
DATED: January 30, 2024						By: /s/ Laura Tarantino
						Laura Tarantino
						Executive Vice President and Chief Financial Officer

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