Item 1.01.-Entry into a Material Definitive Agreement.

On September 15, 2009, Washington Federal, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with the underwriters listed therein (collectively the "Underwriters"), providing for the offer and sale of 21,000,000 shares of common stock of the Company, par value $1.00 per share (the "Common Stock"), sold by the Company at a price of $14.50 per share ($13.81125 per share, net of underwriting discounts). In addition, pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 3,150,000 shares of Common Stock to cover over-allotments, if any. The Underwriters exercised this option in full on September 16, 2009.

The offering of the Common Stock has been registered under the Securities Act of 1933, as amended (the "Securities Act"), by the Company as part of its Registration Statement on Form S-3 (No. 333-161897) (the "Registration Statement") filed with the Securities and Exchange Commission on September 14, 2009. The Registration Statement was supplemented by a prospectus supplement.

The Company has made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Registration Statement related to the offering of the shares. The Company also has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.

Pursuant to the Underwriting Agreement, certain directors and executive officers of the Company entered into agreements in substantially the form included in the Underwriting Agreement providing for a 90-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events.

The Company is filing certain information relating to Item 14 - "Other Expenses of Issuance and Distribution" of the Registration Statement (the "Expenses Information") as part of this Current Report on Form 8-K that is to be incorporated by reference into the Registration Statement. The Expenses Information is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01-Financial Statements and Exhibits.

(d) Exhibits

Exhibit 1.1-Underwriting Agreement dated September 15, 2009

Exhibit 5.1-Opinion of Perkins Coie LLP

Exhibit 23.1-Consent of Perkins Coie LLP (included in Exhibit 5.1)

Exhibit 99.1-Information relating to Item 14 - "Other Expenses of Issuance and Distribution" of the Registration Statement

---