8-K

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<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>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<br><br>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	Press Release dated December 11, 2025
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

Document

Western Alliance Bancorporation Appoints Two New Board Members

Former Chief Risk Officer of Top 25 U.S. Bank and Cybersecurity Expert Join Board

Company Release – 12/11/2025

PHOENIX--(BUSINESS WIRE)-- Western Alliance Bancorporation (NYSE: WAL) today announced the appointment of two distinguished leaders to its Board of Directors, adding sizable expertise in the key areas of cybersecurity and risk management as the organization nears the $100 billion asset threshold.

Joining the Board are Dr. Michael Papay, a recognized cybersecurity authority and former head of Technology Risk and Information Security at American Express, and Mr. Clarke Starnes III, former Chief Risk Officer at Truist, one of the nation’s largest banks with more than $500 billion in assets.

“It is a testament to Western Alliance’s powerful momentum and tremendous potential that these two talented leaders have chosen to join our Board at this pivotal time,” said Bruce D. Beach, Board Chairman, Western Alliance Bancorporation Board of Directors. “Their respective experience will help guide Western Alliance as we advance toward crossing the $100 billion asset mark.”

Kenneth A. Vecchione, President, Chief Executive Officer and Director, Western Alliance Bancorporation, added, “As we execute our National Commercial Bank Strategy to achieve ongoing, strong performance for our shareholders and customers, we also continue to thoughtfully prepare our company to become a Large Financial Institution. Both Mike and Clarke have extensive insights and valuable experience to share with our Board and Western Alliance management, and we are very pleased to welcome them to our organization.”

About New Board Members

Dr. Michael Papay: Dr. Papay is a recognized cybersecurity and technology risk expert with an extensive career in defense and financial services. He has led major cybersecurity programs for Fortune 100 companies and advised U.S. agencies including Homeland Security, Defense, the FBI, and the Federal Reserve. Currently, he serves as Advisory Board Chair and Chief Information Security Officer for Rohirrim, an AI company specializing in domain platforms. Previously, he was Executive Vice President, Technology Risk and Information Security at American Express.

“I am excited to join the Board of Directors at Western Alliance, one of the most admired banks in the country with a proven history of being nimble and entrepreneurial, all while taking excellent care of its customers,” said Dr. Papay. “As the organization continues on its well-planned growth trajectory, I look forward to bringing my expertise in technology and cybersecurity forward to benefit the bank and all of its stakeholders.”

Clarke R. Starnes III: Mr. Starnes brings decades of experience in risk, audit, compliance, and regulatory management, as well as corporate strategy and capital planning. He served as Chief Risk Officer at Truist until 2024 and previously served as CRO for BB&T beginning in 2009. Mr. Starnes also served as Vice Chairman of the Board for Truist from 2022–2024. He is recognized as one of the longest-tenured Chief Risk Officer among the top 25 U.S. banks.

Mr. Starnes said, “As a long-standing banking industry executive, I have observed how Western Alliance has continued to deliver impressive growth while continuing to put people, including customers, first. I am eager to contribute my knowledge as a Board member to help the company continue to deliver excellent performance as it continues to scale.”

About Western Alliance Bancorporation

Western Alliance Bancorporation (NYSE:WAL) is one of the country’s top-performing banking companies. Its primary subsidiary, Western Alliance Bank, Member FDIC, is a leading national bank for business that puts customers first, delivering tailored business banking solutions and consumer products backed by outstanding, personalized service

and specific expertise in more than 30 industries and sectors. With $90 billion in assets and offices nationwide, Western Alliance has ranked as a top U.S. bank by American Banker and Bank Director since 2016. In 2025, Western Alliance Bancorporation was #2 for Best CEO, Best CFO and Best Company Board of Directors on Extel’s All-America Executive Team Midcap Banks list. For more information on offerings, subsidiaries and affiliates, visit www.westernalliancebank.com or follow Western Alliance Bank on LinkedIn.

Investor Contact:

Miles Pondelik

Director, Investor Relations & Corporate Development

602.346.7462

mpondelik@westernalliancebank.com

Media Contact:

Stephanie Whitlow

Chief Marketing Officer

swhitlow@westernalliancebank.com