WAL 10-K Annual Report Dec. 31, 2023 | Alphaminr
WESTERN ALLIANCE BANCORPORATION
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WAL 10-K Fiscal year ended Dec. 31, 2023

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WESTERN ALLIANCE BANCORPORATION
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

1.1 Distribution Agreement, dated June 3, 2021, by and between Western Alliance Bancorporation and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.1 of Western Alliances Form 8-K filed with the SEC on June 3, 2021). 1.2 Amendment to the Distribution Agreement, dated November 18, 2021, by and between Western Alliance Bancorporation, J.P. Morgan Securities LLC and Piper Sandler & Co. (incorporated by reference to Exhibit 1.1 of Western Alliance's Form 8-K filed with the SEC on November 19. 2021). 1.3 Amendment No. 2 to the Distribution Agreement, dated February 28, 2022, by and between Western Alliance Bancorporation, J.P. Morgan Securities LLC and Piper Sandler & Co. (incorporated by reference to Exhibit 1.1 of Western Alliances Form 8-K filed with the SEC on February 28, 2022). 3.1 Amended and Restated Certificate of Incorporation of Western Alliance, effective as of May 19, 2015 (incorporated by reference to Exhibit 3.1 of Western Alliance's Form 10-K filed with the SEC on March 1, 2019). 3.2 Amended and Restated Bylaws of Western Alliance, effective as of June 14, 2022 (incorporated by reference to Exhibit 3.1 of Western Alliance's Form 8-K filed with the SEC on June 16, 2022). 3.3 Articles of Conversion, as filed with the Nevada Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.1 of Western Alliances Form 8-K filed with the SEC on June 3, 2014). 3.4 Certificate of Conversion, as filed with the Delaware Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.2 of Western Alliances Form 8-K filed with the SEC on June 3, 2014). 3.5 Certificate of Designation of Non-Cumulative Perpetual Preferred Stock, Series B, as filed with the Delaware Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.4 of Western Alliances Form 8-K filed with the SEC on June 3, 2014). 3.6 Certificate of Amendment designating the 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, effective September 22, 2021 (incorporated by reference to Exhibit 3.1 of Western Alliance's Form 8-K filed with the SEC on September 22, 2021). 4.1 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 of Western Alliance's Form 10-K filed with the SEC on February 25, 2022). 4.2 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Western Alliances Form 8-K filed with the SEC on June 3, 2014). 4.3 Form of Senior Debt Indenture (incorporated by reference to Exhibit 4.2 of Western Alliance's Form S-3 filed with the SEC on May 7, 2015). 4.4 Form of Subordinated Debt Indenture (incorporated by reference to Exhibit 4.3 of Western Alliance's Form S-3 filed with the SEC on May 7, 2015). 4.5 Form of 5.00% Fixed to Floating Rate Subordinated Bank Note due July 15, 2025 (incorporated by reference to Exhibit 4.1 of Western Alliance's Form 8-K filed with the SEC on July 2, 2015). 4.6 Form of 5.25% Fixed to Floating Rate Subordinated Bank Note due June 1, 2030 (incorporated by reference to Exhibit 4.1 of Western Alliance's Form 8-K filed with the SEC on May 22, 2020). 4.7 Subordinated Debt Indenture, dated as of June 7, 2021, by and between Western Alliance Bancorporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Western Alliances Form 8-K filed with the SEC on June 7, 2021). 4.8 First Supplemental Indenture to the Subordinated Indenture for the 3.00% Fixed to Floating Rate Subordinated Notes due 2031, dated June 7, 2021, by and between Western Alliance Bancorporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of Western Alliances Form 8-K filed with the SEC on June 7, 2021). 4.9 Form of Global Note for the 3.00% Fixed to Floating Rate Subordinated Notes due 2031 (incorporated by reference to Exhibit 4.3 of Western Alliances Form 8-K filed with the SEC on June 7, 2021). 4.10 Deposit Agreement (including the Form of Depositary Receipt), dated September 22, 2021, by and among Western Alliance Bancorporation, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 of Western Alliance's Form 8-K filed with the SEC on September 22, 2021). 10.1 Western Alliance 2005 Stock Incentive Plan, effective April 7, 2023 (incorporated by reference to Exhibit 10.1 of Western Alliance's Form 8-K filed with the SEC on June 14, 2023). 10.2 Bridge Capital Holdings 2006 Equity Incentive Plan (incorporated by reference to Exhibit 4.11 of Western Alliance's Form S-8 filed with the SEC on July 2, 2015). 10.3 Form of BankWest Nevada Corporation Incentive Stock Option Plan Agreement (incorporated by reference to Exhibit10.3 of Western Alliances Registration Statement on FormS-1 filed with the SEC on April28, 2005). 10.4 Form of Western Alliance Incentive Stock Option Plan Agreement (incorporated by reference to Exhibit10.4 of Western Alliances Registration Statement on FormS-1 filed with the SEC on April28, 2005). 10.5 Form of Western Alliance 2002 Stock Option Plan Agreement (incorporated by reference to Exhibit10.5 of Western Alliances Registration Statement on FormS-1 filed with the SEC on April28, 2005). 10.6 Form of Western Alliance 2002 Stock Option Plan Agreement (with double trigger acceleration clause) (incorporated by reference to Exhibit10.6 of Western Alliances Registration Statement on Form S-1 filed with the SEC on April28, 2005). 10.7 Form of Non-Competition Agreement (incorporated by reference to Exhibit10.8 of Western Alliances Registration Statement on FormS-1 filed with the SEC on April28, 2005). 10.8 Severance and Change in Control Plan, as amended and restated effective as of July 28, 2021 (incorporated by reference to Exhibit 10.2 of Western Alliance's Form 10-Q filed with the SEC on July 30, 2022). 10.9 Form of Executive Participation Agreement under the Severance and Change in Control Plan (CEO)(incorporated by reference to Exhibit 10.3 of Western Alliance's Form 10-Q filed with the SEC on July 30, 2022). 10.10 Form of Executive Participation Agreement under the Severance and Change in Control Plan (non-CEO)(incorporated by reference to Exhibit 10.4 of Western Alliance's Form 10-Q filed with the SEC on July 30, 2022). 10.11 Form of Indemnification Agreement, by and between Western Alliance and each of Western Alliance's directors and executive officers (incorporated by reference to Exhibit 10.10 of Western Alliance's Form 10-K/A filed with the SEC on March 1, 2017). 10.12 Letter Agreement, dated as of April 6, 2022, between Western Alliance Bancorporation and Kenneth A. Vecchione (incorporated by reference to Exhibit 10.1 of Western Alliances Current Report on Form 8-K filed with the SEC on April 7, 2022). 10.13 Employment Letter Agreement, dated February 7, 2018, by and between Barbara J. Kennedy and Western Alliance (incorporated by reference to Exhibit 10.1 of Western Alliance's Form 10-Q filed with the SEC on April 30, 2019). 10.14* Form of Performance-Based Stock Unit Agreement pursuant to the Company's 2005 Stock Incentive Plan. 10.15* Form ofExecutive Restricted Stock Agreement pursuant to the Companys 2005 Stock Incentive Plan. 10.16* FormCash Settled Stock Unit Agreement andNotice of Grantpursuant to the Companys 2005 Stock Incentive Plan. 21.1* List of Subsidiaries of Western Alliance. 23.1* Consent of RSM US LLP. 31.1* CEO Certification Pursuant Rule13a-14(a)/15d-14(a). 31.2* CFO Certification Pursuant Rule13a-14(a)/15d-14(a). 32** CEO and CFO Certification Pursuant to 18 U.S.C. Section1350, as adopted pursuant to section 906 of the Sarbanes Oxley Act of 2002. 97.1* Western Alliance Bancorporation Dodd-Frank Clawback Policy.