WESTERN ALLIANCE BANCORPORATION
For the period ended Jun 10, 2026. Filed Apr 22, 2026.
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Jun 10, 2026 · Filed Apr 22, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Western Alliance Bancorporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PROXY STATEMENT AND NOTICE
OF 2026 ANNUAL MEETING
OF STOCKHOLDERS
Notice of Annual Meeting of Stockholders
2026 Annual Meeting of Stockholders
| DATE AND TIMEWednesday, June 10, 20268:00 a.m., local time | LOCATIONOne East Washington St., Ste. 1400Phoenix, Arizona 85004 | RECORD DATE April 13, 2026 |
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Voting Matters and Board Recommendations
| Proposal No. | BoardRecommendation | |
| 1 | Election of Directors. To elect 13 directors to the Board of Directors for a one-year term(“Proposal No. 1” or “Election of Directors”) | FOR |
| 2 | Advisory (Non-Binding) Vote on Executive Compensation.To approve, on a non-binding advisory basis, executive compensation(“Proposal No. 2” or “Say-on-Pay”) | FOR |
| 3 | Ratification of Auditor. To ratify the appointment of RSM US LLP as the Company’s independent auditor for 2026(“Proposal No. 3” or “Ratification of Auditor”) | FOR |
How to Vote
| Internetby going to www.proxydocs.com/WAL and following the online instructions. You will need information from your Notice of Internet Availability or proxy card, as applicable, to submit your proxy. | Telephoneby calling 1-866-249-5139 and following the voice prompts. You will need information from your Notice of Internet Availability or proxy card, as applicable, to submit your proxy. | Mail(if you request to receive your proxy materials by mail): by marking your vote on your proxy card, signing your name exactly as it appears on your proxy card, dating your proxy card, and returning it in the envelope provided. |
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By order of the Board of Directors,
/s/ Jessica Jarvi
Secretary
Phoenix, Arizona
April 22, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 10, 2026: This proxy statement, along with our annual report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge online at www.proxydocs.com/WAL. We first mailed the Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials over the internet to our stockholders on or about April 22, 2026.
| 2026 PROXY STATEMENT | i |
ABOUT US
About Western Alliance Bancorporation
With more than $90 billion in assets at fiscal year-end 2025, Western Alliance Bancorporation (NYSE: WAL) (the “Company, "we" "us" or "our") is one of the country's top-performing banking companies. Our primary subsidiary, Western Alliance Bank (the "Bank"), Member FDIC, is a leading national commercial bank 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 offices nationwide, the Bank has ranked as a top U.S. bank by American Banker and Bank Director since 2016. In 2025, the Company was #2 for Best CEO, Best CFO and Best Company Board of Directors on Extel's All-America Executive Team Mid-Cap Banks list.
| 2025 Accolades #2 CEO, CFO & Board A Top Large Bank With Assets$50 Billion and Above for 2025 A Top-Performing Large Bank withAssets $50 Billion and Above for2025 A Top U.S. Bank by Reputation in2025, as Rated by Customers | Key | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 Performance | ||||||||
| Net Income of$990.6M | Total Assets$92.8B | Deposit Growth$10.8B(16.3% YoY growth) | CET1 Ratio11.0% | |||||
| Net Interest Income$2.9B | ROAA1.12% | ROATCE*15.3% | Net Interest Margin3.51% | |||||
| Pre-Provision Net Revenue*$1.4B | Net Revenue$3.5B | TBV per Share(net of tax)*$61.29(17.3% YoY growth) | Earnings Per Share$8.73(23.1% YoY growth) | |||||
| Balance Sheet & Capital•Tangible Common Equity/ Total Assets of 7.3%•Common Equity Tier 1 ratio of 11.0%•Tangible Book Value Per Share, net of taxes: $61.29 (17.3% YoY growth); grown by 389% over the past 10 yearsAsset Quality•Strong risk management culture and framework established throughout organization• 2025 net charge-offs to average HFI loans outstanding of 0.24%, compared to 0.18% in 2024•Nonperforming (nonaccrual) loans to funded HFI loans of 0.85% decreased from 0.89% in 2024 Liquidity Access•$16.8B in High Quality Liquid Assets (HQLA), including cash•$27.0B in unused borrowing capacity•1.8x uninsured deposits coverage using available liquidity buffer and borrowing capacity | ||||||||
| * Non-GAAP financial measure: See “Non-GAAP Financial Measures” in Appendix A of this proxy statement for further information regarding these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure. | ||||||||
| ii | 2026 PROXY STATEMENT |
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ABOUT US
Western Alliance:Diversified Model. Diversified Earnings.
For more than a decade, we have deliberately built our business to become a national commercial bank focused on deep segment expertise, underwriting specialization and business diversification, including a broad range of differentiated deposit-generating businesses. This agile business model — and the robust relationships we have built with our varied stakeholders — has served us well in building a strong liquidity foundation, which we believe positions us as a strong company today that is prepared for the long term.
Strategic
| Objectives | |
|---|---|
| · | Deliver sustained, peer‑leading financial performance and stockholder value through diversified organic growth, strong profitability, operating leverage, and consistently compounding tangible book value. |
| · | Scale a national commercial banking franchise by deepening client relationships, leveraging sector expertise, and differentiating through value‑added products and technology. |
| · | Continuously develop and scale new business lines, products, and services to create a durable pipeline of growth as established businesses mature and emerging platforms gain momentum. |
| · | Expand and diversify revenue streams by accelerating non‑interest income and cross‑selling treasury, commercial, escrow, trust, and digital payment solutions across the franchise. |
| · | Invest proactively in people, technology, and risk management to support efficient growth, regulatory readiness, and seamless scalability beyond the $100 billion asset threshold. |
| · | Build a unified, nationally recognized brand by integrating legacy divisions under the Western Alliance name to deliver a consistent client experience and reinforce the Bank’s identity as a leading national commercial bank. |
| 2026 PROXY STATEMENT | iii |
ABOUT US
Stockholder Engagement
We maintain an ongoing, proactive outreach effort with our stockholders in a variety of ways. Throughout the year, our Investor Relations team and executive leaders regularly meet with current stockholders, prospective investors and research analysts. These meetings often include our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), chief banking officers or line of business leaders to engage stockholders and solicit feedback on various topics relevant to the Company’s performance and strategy. Our executive management team provides context to our stockholders on our diversified business model and funding strategy, balance sheet optimization efforts and asset quality. Additionally, we continued to provide insightful disclosures to address stockholder inquiries related to drivers of ongoing earnings growth, sources of deposit growth and loan originations, and our demonstrated, consistent credit culture. During 2025, management attended numerous investment analyst-sponsored industry conferences and conducted non-deal roadshows to meet with existing and prospective investors. The feedback received from our stockholders is communicated to business leaders and the Board of Directors (the “Board” or “Board of Directors”), and helps inform our business decisions and strategy, when appropriate.
ENGAGEMENT
| Strategies | ||
| Who we engage:§ Institutional stockholders§ Retail stockholders§ Equity research analysts§ Proxy advisory firms§ Industry thought leaders§ Investment bankers§ Ratings agencies | How we communicate:§ Proxy Statement§ Annual Report§ SEC Filings§ Press Releases§ Investor relations website§ Investor meetings§ Corporate Responsibility Report | 2025 Engagements § Met with stockholders and interested investors located across the country and internationally§ Attended 11 investor conferences§ Executive Management participated in two non-deal roadshows§ Ongoing communication with equity research analysts to enhance coverage of Western Alliance§ Chief Executive Officer conducted the 2025 Annual Meeting of the Stockholders |
| Topics we discussed: § Financial Performance§ Asset and credit quality and risk oversight§ Business development activities§ Balance sheet sensitivity to interest rates§ Compensation & incentives§ Deposit stability§ Board composition§ Industry developments and trends | ||
| How we engage: § Stockholder engagement program§ Quarterly earnings calls§ Investor conferences§ Annual Stockholder Meeting | ||
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| iv | 2026 PROXY STATEMENT |
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Our Values Drive Us
Integrity
We expect everyone to apply high ethical standards and sound judgment in all we do.
Creativity
We are all part of a working environment that welcomes new ideas and prizes creative, strategic thinking to benefit customers and our commitment to relationship banking while maintaining risk management protocols.
Teamwork
We work together across departments, specialty areas and geographies in a productive, collaborative way that advances the interests of our clients and the Bank.
Passion
Our passion motivates us to overcome obstacles, think big and do more.
Excellence
We strive to deliver strong performance and excellence in everything we undertake.
ABOUT US
Engaged Leaders. Engaged People.
The Company takes a multi‑faceted approach to achieving business success and generating long‑term stockholder value, grounded in strong governance practices, disciplined risk management, and a focus on our people. This approach is reinforced by independent Board oversight and a committee structure designed to support effective governance and risk management. The Board oversees the Company’s risk governance framework and internal controls to promote prudent decision‑making and long‑term stability. Our people are the foundation of the Company. We invest in their development to support our client‑focused business model. By putting clients first, our teams drive performance and sustainable growth, which in turn strengthens our ability to attract, develop, and retain talent. We support the many talents, skills, and experiences our employees bring to the Company through professional development, mentoring, and employee resource initiatives, all of which we believe contributes to the Company’s long‑term stability and performance.
Our Culture
People are the foundation of the Company and we invest in their success. Our people are committed to our clients’ success and, by putting clients first, we create strong stockholder Performance. This leads to tremendous Possibilities to fuel client growth and support our communities, which in turn provides expanding opportunities to attract and retain our People.
| 2026 PROXY STATEMENT | v |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.