Form 8-K - Current report

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): July 29, 2024

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 July 29, 2024, Western Alliance Bancorporation (the “Company”) announced certain executive leadership and organizational structure changes related to transitions in anticipation of the retirement of Randall Theisen from the head of the Company’s Corporate Affairs. Timothy Boothe, the Company’s current Chief Operating Officer is transitioning to the title of Chief Administration Officer. Under this title, Mr. Boothe’s responsibilities will include oversight of Corporate Affairs, Information Security, and additional back office and business line functions. Steve Curley will remain the Company’s Chief Banking Officer – National Business Lines with additional responsibilities that include oversight of Technology, Operations, Business Controls, and aligned support functions. There are no new or changed material plans, contracts or arrangements entered into or changed as a result of these announcements and no new or changed compensation arrangements occur as a result of these organizational updates. In addition, on July 29, 2024, J. Kelly Ardrey, Jr., the Company’s Chief Accounting Officer, notified the Company of his intention to retire from the Company, effective March 3, 2025.

Item 9.01 Financial Statements and Exhibits

The following exhibits are being filed herewith:

(d) Exhibits.


Exhibit No.						Description
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:			July 30, 2024

DEI Document	Jul. 29, 2024
Entity Information [Line Items]
Entity Central Index Key	0001212545
Amendment Flag	false
Document Type	8-K
Document Period End Date	Jul. 29, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Tax Identification Number	88-0365922
Entity Registrant Name	WESTERN ALLIANCE BANCORPORATION
Entity Address, Address Line One	One E. Washington Street
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85004
City Area Code	602
Local Phone Number	389-3500
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 Par Value
Trading Symbol	WAL
Security Exchange Name	NYSE
Noncumulative Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/400th Interest in a Share of 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	WAL PrA
Security Exchange Name	NYSE