EverBank Announces Pricing of Offering of $150 Million of Fixed-to-Floating Rate Subordinated Notes Offering due 2034

Jacksonville, Fla. – August 28, 2024 – EverBank Financial Corp (EverBank Holdings), a bank holding company that conducts its banking operations through its wholly owned subsidiary, EverBank, N.A. (EverBank), today announced pricing of its previously announced offering of $150 million aggregate principal amount of its 8.375% Fixed-to-Floating Rate Subordinated Notes due 2034 (the Notes). The Notes were priced at par value. EverBank Holdings intends to use the net proceeds from this offering to redeem in full the $90.0 million in aggregate principal amount outstanding of its 6.00% Fixed-to-Floating Rate Subordinated Notes due 2026 (the Existing 2026 Notes) and pay accrued and unpaid interest thereon upon such redemption and to use the remaining net proceeds from this offering to redeem a portion of its 5.75% Subordinated Notes due 2025 (the Existing 2025 Notes) and pay accrued and unpaid interest thereon upon such redemption, and for general corporate purposes. The offering is expected to close on August 30, 2024, subject to customary closing conditions.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes were offered only to (i) persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act), (ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act and (iii) institutions that are “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act).

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful. This press release shall not constitute a notice of redemption under the respective indentures governing the Existing 2026 Notes or Existing 2025 Notes, an obligation to issue a notice of redemption, or an offer to tender for, or purchase, any of the Existing 2026 Notes, Existing 2025 Notes or any other security.

There can be no assurances that the offering of the Notes or the redemption, in full, of the Existing 2026 Notes, or a portion of the Existing 2025 Notes, will be completed as described herein or at all.

Forward-Looking Statements

Statements made in this press release that describe EverBank Holdings’ intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by or including the words “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “continue” or other similar words. Examples of forward-looking statements in this news release are statements about the offering of the Notes, the use of proceeds therefrom and the redemption, in full, of the Existing 2026 Notes, and a portion of the Existing 2025 Notes. EverBank Holdings cautions that, by their nature, forward-looking statements are subject to risk and uncertainties, both known and unknown. EverBank Holdings' actual results may vary materially from those anticipated in the forward-looking statements. EverBank Holdings does not intend, and EverBank Holdings disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

About EverBank

EverBank Holdings is a bank holding company and conducts its banking operations through its wholly owned subsidiary, EverBank, N.A. (EverBank). EverBank is a nationwide specialty bank providing high-value products and services to consumer and commercial clients nationwide. As a pioneer in online banking, EverBank offers convenient digital access for clients 24/7, in addition to phone banking services and a network of financial centers across Florida. EverBank’s commitment is to deliver to its clients high-performing, high-yield solutions backed by exceptional service, always giving them the advantage they expect, to make the most of their money. EverBank is a Member FDIC.