Please wait
0001212545FALSE00012125452025-12-102025-12-100001212545us-gaap:CommonStockMember2025-12-102025-12-100001212545us-gaap:NoncumulativePreferredStockMember2025-12-102025-12-10
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): December 10, 2025
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-32550 | | 88-0365922 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
One E. Washington Street, Phoenix, Arizona 85004
(Address of principal executive offices) (Zip Code)
(602) 389-3500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 Par Value | | WAL | | New York Stock Exchange |
Depositary Shares, Each Representing a 1/400th Interest in a Share of 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A | | WAL PrA | | New York Stock Exchange |
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On December 10, 2025, the Board of Directors (the “Board”) of Western Alliance Bancorporation (the “Company”) appointed Dr. Michael Papay and Mr. Clarke Starnes III as directors of the Company, effective immediately, by expanding the Board to fifteen directors. Each of Dr. Papay and Mr. Starnes will serve until the 2026 annual meeting of stockholders and are expected to stand for re-election at that meeting. After review and determination of each of Dr. Papay’s and Mr. Starne’s qualifications and independence, effective as of December 10, 2025, Dr. Papay was appointed to the Board’s Audit Committee and the Risk Committee, and Mr. Starnes was appointed to the Finance and Investment Committee and the Risk Committee. Dr. Papay and Mr. Starnes will also serve on the Board of Directors of Western Alliance Bank.
There are no arrangements or understandings between either of Dr. Papay or Mr. Starnes and any other person pursuant to which either of them was appointed as a director, and there are no transactions between any of Dr. Papay and Mr. Starnes and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Each of Dr. Papay and Mr. Starnes will be entitled to the standard compensation provided to the Company’s non-employee directors, as most recently described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 23, 2025, and as updated from time to time.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| | | | | | | | |
| 99.1 | | | |
| 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.
| | | | | | | | |
| | WESTERN ALLIANCE BANCORPORATION |
| (Registrant) |
| | |
| | |
| /s/ Dale Gibbons | |
| | |
| Dale Gibbons | |
| Vice Chairman and |
| Chief Financial Officer |
| | |
| | |
| | |
| Date: | December 11, 2025 | |