SUMMARY

The following summary highlights selected information in this joint proxy statement/prospectus and may not contain all the information that may be important to you. You should read carefully this entire joint proxy statement/prospectus, including any document incorporated by reference in this joint proxy statement/prospectus, and its annexes, because this section may not contain all of the information that may be important to you in determining how to vote. For a description of, and instructions as to how to obtain, this information, see the section entitled “Where You Can Find More Information.” Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

The Companies (page 69)

WSFS Financial Corporation

WSFS Bank Center 

500 Delaware Avenue

Wilmington, Delaware 19801

Telephone: (302) 792-6000

WSFS is a savings and loan holding company headquartered in Wilmington, Delaware and the parent to WSFS Bank, one of the ten oldest bank and trust companies in the United States continuously operating under the same name. WSFS Bank is also the largest locally-managed bank and trust company headquartered in the Delaware Valley. WSFS common stock is traded on Nasdaq under the symbol “WSFS.”

Beneficial Bancorp, Inc.

Beneficial Bank Place

1818 Market Street

Philadelphia, Pennsylvania 19103

Telephone: (215) 864-6000

Beneficial is a is a community-based, diversified financial services company providing consumer and commercial banking services. Its principal subsidiary, Beneficial Bank, has served individuals and businesses in the Delaware Valley area since 1853. Beneficial Bank is the oldest and largest bank headquartered in Philadelphia, Pennsylvania, with 61 banking offices in the greater Philadelphia and South New Jersey regions. Beneficial common stock is traded on Nasdaq under the symbol “BNCL.”

The Mergers (page 71)

The terms and conditions of the mergers are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the mergers. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the mergers are subject to, and qualified in their entirety by reference to, the merger agreement.

Under the terms and subject to the conditions of the merger agreement, among other things, (i) Beneficial will merge with and into WSFS, with WSFS continuing as the surviving corporation in the merger, and (ii) simultaneously with the merger, Beneficial Bank will merge with and into WSFS Bank, with WSFS Bank continuing as the surviving bank.

At the effective time, each share of Beneficial common stock, excluding certain specified shares, will be converted into the right to receive (i) 0.3013 shares of WSFS common stock and (ii) $2.93 in cash. WSFS will not issue any fractional shares of WSFS common stock in the merger. Instead, a Beneficial stockholder who would otherwise be entitled to receive a fraction of a share of WSFS common stock will receive, in lieu thereof, an amount in cash, rounded up to the nearest cent (without interest), determined by multiplying (i) the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of WSFS common stock that such holder would otherwise be entitled to receive by (ii) the average closing price.

Although the exchange ratio is fixed, the market value of the stock consideration will fluctuate with the price of WSFS common stock. The cash consideration will remain a fixed amount regardless of any change in the market value of the stock consideration. Based on the closing sale price of WSFS common stock on August 7, 2018, the last trading day before the public announcement of the signing of the merger agreement, the implied value of the per share merger consideration payable to holders of Beneficial common stock was $19.61. Based upon the closing sale price of WSFS common stock of $[  ] on [  ], 2018, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the implied value of the per share merger consideration was $[  ].

Treatment of Beneficial Equity Awards (page 123)

Beneficial Stock Options. At the effective time, each Beneficial stock option, whether vested or unvested, outstanding and unexercised immediately prior to the effective time, will be canceled and converted into the right to receive from WSFS a cash payment equal to the difference, if positive, between $19.50 and the exercise price of the Beneficial stock option.

Beneficial Restricted Stock Awards. At the effective time, each Beneficial restricted stock award will fully vest, with any performance-based vesting condition applicable to such Beneficial restricted stock award deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated), and will be canceled and converted automatically into the right to receive the merger consideration.

Treatment of Beneficial Employee Savings and Stock Ownership Plan (page 124)

Effective no later than the KSOP termination date, and contingent upon the closing of the merger, Beneficial Bank will adopt such necessary resolutions and/or amendments to the Beneficial KSOP to direct the Beneficial KSOP trustee to deliver to Beneficial a sufficient number of unallocated shares of Beneficial common stock held in the Beneficial KSOP’s suspense account to repay any outstanding exempt loan in the Beneficial KSOP at the effective time. The assets credited to the employee stock ownership plan portion of the Beneficial KSOP following the repayment of all exempt loans in the Beneficial KSOP will be allocated as earnings to the accounts of eligible Beneficial KSOP participants who are employed as of the Beneficial KSOP termination date. All Beneficial KSOP participant accounts will be fully vested as of the KSOP termination date, and all remaining shares of Beneficial common stock held in the Beneficial KSOP trust following repayment of the exempt loans will be converted into the right to receive the merger consideration at the time the mergers are completed.

Beneficial’s Reasons for the Mergers and Recommendations of the Beneficial Board of Directors (page 77)

The Beneficial board of directors has unanimously approved the merger agreement and recommends that Beneficial stockholders vote “FOR” the Beneficial merger proposal, “FOR” the Beneficial advisory proposal on specified compensation, and “FOR” the Beneficial adjournment proposal. Please see the section entitled “The Mergers—Beneficial’s Reasons for the Mergers and Recommendations of the Beneficial Board of Directors” for a more detailed discussion of the factors considered by the Beneficial board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

Opinion of Beneficial’s Financial Advisor (page 80)

In connection with the merger, Beneficial’s financial advisor, Sandler O’Neill & Partners, L.P., which we refer to as Sandler O’Neill, delivered a written opinion, dated August 7, 2018, to the Beneficial board of directors as to the fairness, from a financial point of view, of the merger consideration to the holders of Beneficial common stock. The full text of Sandler O’Neill’s opinion is attached as Annex D to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion.

Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to Beneficial’s board of directors (in its capacity as such) in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any Beneficial stockholder as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger agreement and the merger. Sandler O’Neill’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Beneficial common stock and did not address the underlying business decision of Beneficial to engage in the mergers, the form or structure of the mergers or any other transactions contemplated in the merger agreement, the relative merits of the mergers as compared to any other alternative transactions or business strategies that might exist for Beneficial or the effect of any other transaction in which Beneficial might engage.

WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors (page 92)

The WSFS board of directors has unanimously approved the merger agreement and recommends that WSFS stockholders vote “FOR” the WSFS merger and share issuance proposal, “FOR” the WSFS advisory proposal on specified compensation and “FOR” the WSFS adjournment proposal. Please see the section entitled “The Mergers—WSFS’s Reasons for the Mergers and Recommendations of the WSFS Board of Directors” for a more detailed discussion of the factors considered by the WSFS board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.

Opinion of WSFS’s Financial Advisor (page 94)

In connection with the merger, WSFS’s financial advisor, Boenning & Scattergood, Inc., which we refer to as Boenning & Scattergood, delivered a written opinion, dated August 7, 2018, to the WSFS board of directors as to the fairness, from a financial point of view, to WSFS of the merger consideration to be paid pursuant to the merger agreement. The full text of Boenning & Scattergood’s opinion is attached as Annex E to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Boenning & Scattergood in rendering its opinion.

Boenning & Scattergood’s opinion speaks only as of the date of the opinion. The opinion was directed to the WSFS board of directors (in its capacity as such) in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any WSFS stockholder as to how any such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger agreement and the mergers. Boenning & Scattergood’s opinion did not address the underlying business decision of WSFS to engage in the mergers, the form or structure of the mergers or any other transactions contemplated in the merger agreement.

Beneficial Special Meeting (page 56)

Beneficial will hold the Beneficial special meeting at [  ], commencing at [  ], Eastern Time, on [  ], 2018. At the Beneficial special meeting, Beneficial stockholders will be asked to consider and vote on the Beneficial merger proposal, the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal, if necessary or appropriate.

Beneficial has set [  ], 2018 as the Beneficial record date to determine which Beneficial stockholders will be entitled to receive notice of and vote at the Beneficial special meeting. Each holder of shares of Beneficial common stock outstanding on the Beneficial record date will be entitled to one vote for each share held of record. As of the Beneficial record date, there were [  ] shares of Beneficial common stock entitled to vote at the Beneficial special meeting. As of the Beneficial record date, the directors and executive officers of Beneficial and their affiliates beneficially owned and were entitled to vote approximately [  ] shares of Beneficial common stock, representing approximately [  ]% of the shares of Beneficial common stock outstanding on that date.

Approval of the Beneficial merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Beneficial common stock. Approval of the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal each require the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Beneficial special meeting.

With respect to the Beneficial merger proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Beneficial merger proposal. With respect to the Beneficial advisory proposal on specified compensation and the Beneficial adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Beneficial special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

WSFS Special Meeting (page 63)

WSFS will hold the WSFS special meeting at [  ], commencing at [  ], Eastern Time, on [  ], 2018. At the WSFS special meeting, WSFS stockholders will be asked to consider and vote on the WSFS merger and share issuance proposal, the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal, if necessary or appropriate.

WSFS has set [  ], 2018 as the WSFS record date to determine which WSFS stockholders will be entitled to receive notice of and vote at the WSFS special meeting. Each holder of shares of WSFS common stock outstanding on the WSFS record date will be entitled to one vote for each share held of record. As of the WSFS record date, there were [  ] shares of WSFS common stock entitled to vote at the WSFS special meeting. As of the WSFS record date, the directors and executive officers of WSFS and their affiliates beneficially owned and were entitled to vote approximately [  ] shares of WSFS common stock, representing approximately [  ]% of the shares of WSFS common stock outstanding on that date.

Approval of the WSFS merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of WSFS common stock. Approval of the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal each require the affirmative vote of holders of a majority of the shares of WSFS common stock present in person or represented by proxy at the WSFS special meeting and entitled to vote on such proposal.

With respect to the WSFS merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal. With respect to the WSFS advisory proposal on specified compensation and the WSFS adjournment proposal, if you mark “ABSTAIN” on your proxy card, it will have the same effect as a vote against such proposals, and if you fail to either submit a proxy card or vote in person at the WSFS special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.

Interests of Beneficial’s Directors and Executive Officers in the Mergers (page 111)

In considering the recommendations of the Beneficial board of directors, Beneficial stockholders should be aware that Beneficial’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the Beneficial stockholders generally. The Beneficial board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the Beneficial stockholders that they vote to approve the Beneficial merger proposal. These interests include:

These interests are described in more detail under the section entitled “The Mergers—Interests of Beneficial’s Directors and Executive Officers in the Mergers.”

Interests of WSFS’s Directors and Executive Officers in the Mergers (page 119)

WSFS’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the WSFS stockholders generally. The WSFS board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the WSFS stockholders that they vote to approve the WSFS merger and share issuance proposal. Such interests may include, but are not limited to, that certain of WSFS’s executive officers hold equity awards that could become fully vested in connection with the mergers. In addition, pursuant to the merger agreement, upon completion of the mergers, the WSFS boards will consist of the current members of the WSFS board of directors and three current members of the Beneficial board of directors (including Gerard P. Cuddy and two other current members of the Beneficial board of directors as mutually agreed by Beneficial and WSFS). These interests are described in more detail under the section entitled “The Mergers—Interests of WSFS’s Directors and Executive Officers in the Mergers.”

Management and Board of Directors of WSFS after the Mergers (page 110)

Pursuant to the merger agreement, at or prior to the time the mergers are completed, the number of directors constituting the full WSFS boards will be 13 members, an increase of three, comprised of the current members of the WSFS board of directors prior to the consummation of the mergers and Gerard P. Cuddy, who is the current President and Chief Executive Officer of Beneficial and a member of the current Beneficial board of directors, along with two other current members of the Beneficial board of directors as mutually agreed by Beneficial and WSFS. Each such Beneficial director will be appointed to a class of the board of directors of the surviving corporation as mutually agreed by Beneficial and WSFS. It is anticipated that, following the time the mergers are completed, Mark A. Turner will be the Executive Chairman of the combined company, Rodger Levenson will be the President and Chief Executive Officer of the combined company and Mr. Cuddy will be the Vice Chairman of WSFS Bank.

In addition, the merger agreement provides that following the effective time, WSFS will establish an advisory board, which we refer to as the advisory board, and will invite Mr. Levenson, Mr. Cuddy, and those individuals who serve on the board of directors of Beneficial as of the date of the merger agreement and who are not be appointed to the board of directors of the combined company to join the advisory board. The function of the advisory board will be, among other things, to advise WSFS with respect to Beneficial.

Regulatory Approvals Required for the Mergers (page 121)

The completion of the mergers are subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approvals from, among others, the Board of Governors of the Federal Reserve System, or the Federal Reserve, and the Office of the Comptroller of the Currency, or the OCC. To facilitate the mergers, Beneficial Bank intends to convert from a Pennsylvania-chartered savings bank to a federal stock savings association shortly prior to the bank merger. In connection with the charter conversion of Beneficial Bank, Beneficial intends to register as a savings and loan holding company and deregister as a bank holding company. Following these steps, Beneficial will merge with and into WSFS and Beneficial Bank will simultaneously merge with and into WSFS Bank. Beneficial and WSFS plan to file all necessary applications and notifications to obtain the required regulatory approvals, consents and waivers.

The conversion of Beneficial Bank into a federal savings association requires the approval of the OCC, and notice to the Federal Deposit Insurance Corporation, or FDIC, and the Pennsylvania Department of Securities, or PDBS. The registration of Beneficial as a savings and loan holding company requires the approval of the Federal Reserve under the Home Owners’ Loan Act, or HOLA. The merger of Beneficial with and into WSFS requires the approval of the Federal Reserve under the HOLA. The merger of Beneficial Bank with and into WSFS Bank requires the approval of the OCC under the Bank Merger Act. In addition, WSFS Bank’s acquisition of Beneficial Bank’s subsidiaries requires notice to the FDIC under the Federal Deposit Insurance Act. Further, WSFS Bank’s

payment of a capital distribution to WSFS immediately following the closing of the bank merger, to partially fund payment of the cash consideration to Beneficial stockholders, requires the approval of the OCC and notice to the Federal Reserve.

The U.S. Department of Justice, or the DOJ, has between 15 and 30 days following approval of the merger or the bank merger by the Federal Reserve to challenge the approval on antitrust grounds. Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations. Although neither Beneficial nor WSFS knows of any reason why the parties cannot obtain regulatory approvals required to consummate the mergers in a timely manner, Beneficial and WSFS cannot be certain when or if such approvals will be obtained.

Accounting Treatment (page 122)

The mergers will be accounted for as an acquisition by WSFS using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” Accordingly, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Beneficial as of the date of acquisition will be recorded at their respective fair values. Any excess of the total consideration paid in connection with the merger over the net fair values is recorded as goodwill. Consolidated financial statements of WSFS issued after the date of acquisition would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of Beneficial.

Public Trading Markets (page 122)

WSFS common stock is listed on Nasdaq under the symbol “WSFS.” Beneficial common stock is listed on Nasdaq under the symbol “BNCL.” Upon completion of the merger, Beneficial common stock will be delisted from Nasdaq and thereafter will be deregistered under the Exchange Act. The WSFS common stock issuable in the merger will be listed on Nasdaq.

Appraisal and Dissenters’ Rights (page 122)

Under Maryland law and the Beneficial charter, Beneficial stockholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the mergers.

Agreement Not to Solicit Other Offers (page 135)

Beneficial has agreed that it and its subsidiaries will not, and will cause their respective representatives not to, directly or indirectly:

Notwithstanding Beneficial’s non-solicitation obligations described above, if Beneficial or any of its representatives receives an unsolicited written bona fide acquisition proposal by any person at any time prior to the requisite Beneficial stockholder approval of the merger agreement, or the Beneficial stockholder approval, that did not result from or arise in connection with a breach of its non-solicitation obligations, then Beneficial and its representatives may, prior to (but not after) the Beneficial special meeting, furnish information or data to and enter into discussions and negotiations with respect to such acquisition proposal if the Beneficial board of directors (or any committee thereof) has (i) determined, in its good faith judgment (after consultation with its financial advisors and outside legal counsel) that such acquisition proposal constitutes, or would reasonably be expected to lead to a superior proposal (as defined in “The Merger Agreement—Agreement Not to Solicit Other Offers”) and that the failure to take such actions would reasonably likely cause it to violate its fiduciary duties under applicable law and (ii) obtained from such person an executed confidentiality agreement containing terms at least as restrictive with respect to such person as the terms of the confidentiality agreement is in each provision with respect to WSFS. However, Beneficial may not terminate the merger agreement pursuant to these provisions and is required to call a stockholder meeting to consider and vote upon the mergers notwithstanding negotiations with such third parties.

Stockholder Meetings and Recommendation of WSFS and Beneficial Boards of Directors (page 137)

Each of WSFS and Beneficial have agreed to hold a meeting of its stockholders as promptly as reasonably practicable after this joint proxy statement/prospectus is declared effective for the purpose of obtaining the Beneficial stockholder approval, in the case of Beneficial stockholders, and obtaining the requisite WSFS stockholder approval of the merger agreement and WSFS share issuance, in the case of WSFS stockholders, which we refer to as the WSFS stockholder approval.

The board of directors of each of Beneficial and WSFS have agreed to recommend to its respective stockholders the approval of the Beneficial merger proposal, in the case of Beneficial and the approval of the WSFS merger and share issuance proposal, in the case of WSFS and to include such recommendations in this joint proxy statement/prospectus and to use its respective reasonable best efforts to obtain, in the case of Beneficial, the Beneficial stockholder approval and, in the case of WSFS, the WSFS stockholder approval. The board of directors of each of Beneficial and WSFS and any committee thereof agreed to not withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify or modify) such recommendation in any manner adverse to WSFS or Beneficial, respectively, take any action or make any public statement, filing or release inconsistent with such recommendation, or submit their respective merger proposals to its stockholders without such recommendation, which we refer to as a change in recommendation.

However, the Beneficial board of directors may make a change in recommendation (including approving, endorsing or recommending any acquisition proposal), if Beneficial has received a superior proposal (after giving effect to any revised offer from WSFS) and the Beneficial board of directors has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties under applicable law; provided, that the Beneficial board of directors may not make a change in recommendation unless:

Any material amendment to any superior proposal will require a new determination and notice period.

In addition, the WSFS board of directors may make a change in recommendation, if the WSFS board of directors has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be a violation of the directors’ fiduciary duties under applicable law; provided, that the WSFS board of directors may not make a change in recommendation unless:

Conditions to Consummation of the Mergers (page 138)

The respective obligation of each party to consummate the mergers is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

Each party’s obligation to consummate the merger is also subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

We cannot be certain when, or if, the conditions to the mergers will be satisfied or waived, or that the mergers will be completed in the first quarter of 2019 or at all. As of the date of this joint proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement (page 139)

The merger agreement may be terminated and the mergers abandoned at any time prior to the effective time (notwithstanding the approval of the merger agreement by Beneficial stockholders or by WSFS stockholders) by mutual written agreement, or by either party in the following circumstances:

In addition, WSFS may terminate the merger agreement if:

In addition, Beneficial may terminate the merger agreement if:

Termination Fee (page 140)

Beneficial will pay WSFS a $52,500,000 termination fee if:

WSFS will pay Beneficial a $52,500,000 termination fee if:

If Beneficial or WSFS, as applicable, fails to pay any termination fee payable when due, then Beneficial or WSFS, as applicable, must pay to WSFS or Beneficial, as applicable, its costs and expenses (including attorneys’ fees) in connection with collecting such fee, together with interest on the amount of such fee at the prime rate of Citibank, N.A. from the date such payment was due under the merger agreement until the date of payment.

Voting Agreements (page 141)

In connection with entering into the merger agreement, each of the members of the board of directors of each of Beneficial and WSFS and certain executive officers of each of Beneficial and WSFS, in their capacities as Beneficial and WSFS stockholders, as the case may be, have entered into the voting agreements and have agreed to vote their shares of Beneficial common stock and WSFS common stock, as applicable, in favor of the Beneficial merger proposal, in the case of Beneficial, and in favor of the WSFS merger and share issuance proposal, in the case of WSFS, and certain related matters and against alternative transactions. The stockholders that are party to the voting agreements beneficially own in the aggregate approximately [  ]% of the outstanding shares of Beneficial common stock and [  ]% of the outstanding shares of WSFS common stock as of the applicable record dates.

Material U.S. Federal Income Tax Consequences of the Merger (page 25)

WSFS and Beneficial intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of WSFS and Beneficial to complete the mergers are subject to the receipt of a legal opinion from Covington & Burling to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither WSFS nor Beneficial currently intends to waive this condition to the consummation of the mergers. In the event that WSFS and Beneficial waive the condition to receive such tax opinion and the tax consequences of the merger materially change, then WSFS and Beneficial will recirculate appropriate soliciting materials and seek new approval of the merger from Beneficial and WSFS stockholders. If the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, then for U.S. federal income tax purposes a U.S. holder of Beneficial common stock generally will (1) not recognize any loss upon surrendering its Beneficial common stock and (2) recognize gain upon surrendering its Beneficial common stock equal to the excess, if any, of (a) the sum of the amount of cash consideration received plus the fair market value (determined as of the effective time) of the WSFS common stock that received over (b) such U.S. holder’s aggregate adjusted tax basis in the shares of Beneficial common stock surrendered, but only to the extent of the amount of cash consideration received. U.S. holders of Beneficial common stock receiving cash in lieu of fractional shares of WSFS common stock will generally recognize gain or loss equal to the difference between the amount of cash received instead of a fractional share and the basis in its fractional share of WSFS common stock.

The U.S. federal income tax consequences described above may not apply to all holders of Beneficial common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult an independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

Comparison of Stockholders’ Rights (page 147)

Upon completion of the merger, the rights of former Beneficial stockholders will be governed by the amended and restated certificate of incorporation, as amended, and bylaws of WSFS, which we refer to as the WSFS charter and the WSFS bylaws, respectively. WSFS is organized under Delaware law, while Beneficial is organized under Maryland law. The rights associated with Beneficial common stock are different from the rights associated with WSFS common stock. Please see the section entitled “Comparison of Stockholders’ Rights” for a discussion of the different rights associated with WSFS common stock.

Risk Factors (page 48)

Before voting at the Beneficial special meeting or the WSFS special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” and described in Beneficial’s and WSFS’s Annual Reports on Form 10-K for the fiscal year ended on December 31, 2017, and other reports filed with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.” 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WSFS

The following table summarizes financial results achieved by WSFS for the periods and at the dates indicated and should be read in conjunction with WSFS’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that WSFS has previously filed with the SEC. Historical financial information for WSFS can be found in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. WSFS declared a three-for-one stock split on May 18, 2015, and the earnings per share information in the table preceding that date has been adjusted to give retroactive effect to that stock split. Please see the section entitled “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the six months ended June 30, 2018 and 2017 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of WSFS believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the six months ended June 30, 2018 and 2017 indicate results for any future period.

WSFS FINANCIAL CORPORATION AND SUBSIDIARIES

(In thousands, except share and per share data)

⁽¹⁾ Includes loans held for sale and reverse mortgages. 

⁽²⁾ Includes securities available for sale, held to maturity, and trading. 

⁽³⁾ Borrowings consist of Federal Home Loan Bank, or FHLB, advances, federal funds purchased, securities sold under agreement to repurchase and other borrowed funds. 

⁽⁴⁾ Computed on a fully tax-equivalent basis. 

⁽⁵⁾ Net of unearned income. 

⁽⁶⁾ This is a non-financial GAAP measure. See the section entitled “Reconciliation of WSFS Non-GAAP Financial Measures.”

Reconciliation of WSFS Non-GAAP Financial Measures

WSFS’s accounting and reporting policies conform to United States generally accepted accounting principles, or GAAP, and the prevailing practices in the banking industry. However, WSFS also evaluates its performance based on certain additional financial measures which are discussed herein as being non-GAAP financial measures. These non-GAAP financial measures are presented in order to provide investors with a better understanding of WSFS’s performance when analyzing changes in WSFS’s underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by WSFS’s management in its financial and operational decision making. WSFS believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing WSFS’s operating performance and underlying prospects.

WSFS classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, as in effect from time to time in the United States, in WSFS’s statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that WSFS discusses herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which WSFS calculates the non-GAAP financial measures may differ from that of other companies’ reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures WSFS discusses herein when comparing such non-GAAP financial measures. The non-GAAP measures used by WSFS include the following:

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BENEFICIAL

The following table summarizes consolidated financial results achieved by Beneficial for the periods and at the dates indicated and should be read in conjunction with Beneficial’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that Beneficial has previously filed with the SEC. Historical financial information for Beneficial can be found in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. Please see the section entitled “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the six months ended June 30, 2018 and 2017 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of Beneficial believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the six months ended June 30, 2018 and 2017 indicate results for any future period.

BENEFICIAL BANCORP, INC. AND SUBSIDIARIES

(In thousands, except share and per share data)

⁽¹⁾ Includes mortgage loans held for sale.

⁽²⁾ Includes securities available for sale and held to maturity. 

⁽³⁾ Other investments include FHLB stock, at cost. 

⁽⁴⁾ Borrowings consist of FHLB advances, federal funds purchased, securities sold under agreement to repurchase and other borrowed funds. 

⁽⁵⁾ Net of unearned income. 

⁽⁶⁾ This is a non-financial GAAP measure. See the section entitled “Reconciliation of Beneficial Non-GAAP Financial Measures.”

Reconciliation of Beneficial Non-GAAP Financial Measures

Beneficial’s accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, Beneficial also evaluates its performance based on certain additional financial measures which are discussed herein as being non-GAAP financial measures. These non-GAAP financial measures are presented in order to provide investors with a better understanding of Beneficial’s performance when analyzing changes in Beneficial’s underlying business between reporting periods and provide for greater transparency with respect to supplemental information used by Beneficial’s management in its financial and operational decision making. Beneficial believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing Beneficial’s operating performance and underlying prospects.

Beneficial classifies a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, as in effect from time to time in the United States, in Beneficial’s statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that Beneficial discusses herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Beneficial calculates the non-GAAP financial measures may differ from that of other companies’ reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures Beneficial discusses herein when comparing such non-GAAP financial measures. The non-GAAP measures used by Beneficial include the following:

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma combined condensed financial statements are based on the separate historical financial statements of WSFS and Beneficial and give effect to the merger of WSFS and Beneficial, including pro forma assumptions and adjustments related to the mergers, as described in the accompanying notes to the unaudited pro forma combined condensed financial statements. The unaudited pro forma combined condensed balance sheet as of June 30, 2018 is presented as if the mergers occurred on June 30, 2018. The unaudited pro forma combined condensed statements of earnings for the year ended December 31, 2017 and the six months ended June 30, 2018 are presented as if the mergers occurred on January 1, 2017. The historical consolidated financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the mergers and, with respect to the statements of earnings only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma combined condensed financial statements have been prepared using the acquisition method of accounting for business combinations under GAAP. WSFS is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of Beneficial to conform to the presentation in WSFS’s financial statements.

A final determination of the fair values of Beneficial’s assets and liabilities, which cannot be made prior to the completion of the mergers, will be based on the actual net tangible and intangible assets of Beneficial that exist as of the closing date. Consequently, fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma combined condensed financial statements presented herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final merger consideration will be based on the closing price of WSFS common stock on the date the merger becomes effective. The closing price of WSFS common stock on September 17, 2018 was used for purposes of presenting the pro forma combined condensed financial information.

In connection with the plan to integrate the operations of WSFS and Beneficial following the completion of the mergers, WSFS anticipates that nonrecurring charges, such as costs associated with systems implementation, severance, accelerated vesting of equity awards and other costs related to exit or disposal activities, will be incurred. WSFS is not able to determine the timing, nature and amount of these charges as of the date of this joint proxy statement/prospectus. However, these charges will affect the results of operations of WSFS and Beneficial, as well as those of the combined company following the completion of the mergers, in the period in which they are recorded. The unaudited pro forma combined condensed statements of earnings do not include the effects of the costs associated with any restructuring or integration activities resulting from the mergers, as they are nonrecurring in nature and not factually supportable at this time. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration.

The actual amounts recorded as of the completion of the mergers may differ materially from the information presented in these unaudited pro forma combined condensed financial statements as a result of:

The unaudited pro forma combined condensed financial statements are presented for illustrative purposes only. The unaudited pro forma combined condensed financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed financial statements should be read together with:

WSFS FINANCIAL CORPORATION/BENEFICIAL BANCORP, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

AS OF JUNE 30, 2018

(In thousands)