Are there any related-party transactions involving the new WAL directors?

The company states there are no arrangements or transactions involving Dr. Papay or Mr. Starnes that would require disclosure under Item 404(a) of Regulation S-K.

Western Alliance adds two directors, expands Board to 15 members

Q: What did Western Alliance Bancorporation (WAL) announce in this 8-K?

The company announced that its Board appointed Dr. Michael Papay and Mr. Clarke Starnes III as directors, effective December 10, 2025, expanding the Board to fifteen members.

Q: What Board committees will the new WAL directors join?

Dr. Papay was appointed to the Audit Committee and the Risk Committee, while Mr. Starnes was appointed to the Finance and Investment Committee and the Risk Committee.

Q: How will the new Western Alliance (WAL) directors be compensated?

Each of Dr. Papay and Mr. Starnes will receive the standard compensation for non-employee directors, as described in Western Alliance’s proxy statement filed on April 23, 2025, as updated from time to time.

Q: Will the new appointees also serve at Western Alliance Bank?

Yes. Both Dr. Papay and Mr. Starnes will also serve on the Board of Directors of Western Alliance Bank.

Western Alliance Bancorporation reported that its Board of Directors appointed Dr. Michael Papay and Mr. Clarke Starnes III as new directors, effective December 10, 2025, increasing the Board size to fifteen members.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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Form Type

8-K

Rhea-AI Filing Summary

Western Alliance Bancorporation reported that its Board of Directors appointed Dr. Michael Papay and Mr. Clarke Starnes III as new directors, effective December 10, 2025, increasing the Board size to fifteen members. Both will serve until the 2026 annual meeting of stockholders and are expected to stand for re-election at that time.

After reviewing their qualifications and independence, the Board assigned Dr. Papay to the Audit Committee and the Risk Committee, and Mr. Starnes to the Finance and Investment Committee and the Risk Committee. Both will also serve on the Board of Directors of Western Alliance Bank and will receive the standard compensation provided to non-employee directors as described in the company’s most recent proxy statement.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Western Alliance Bancorporation (WAL) announce in this 8-K?

The company announced that its Board appointed Dr. Michael Papay and Mr. Clarke Starnes III as directors, effective December 10, 2025, expanding the Board to fifteen members.

How long will the new Western Alliance (WAL) directors serve?

Dr. Papay and Mr. Starnes will serve on the Board until the 2026 annual meeting of stockholders and are expected to stand for re-election at that meeting.

What Board committees will the new WAL directors join?

Dr. Papay was appointed to the Audit Committee and the Risk Committee, while Mr. Starnes was appointed to the Finance and Investment Committee and the Risk Committee.

How will the new Western Alliance (WAL) directors be compensated?

Each of Dr. Papay and Mr. Starnes will receive the standard compensation for non-employee directors, as described in Western Alliance’s proxy statement filed on April 23, 2025, as updated from time to time.

Will the new appointees also serve at Western Alliance Bank?

Yes. Both Dr. Papay and Mr. Starnes will also serve on the Board of Directors of Western Alliance Bank.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/11/2025 - 04:08 PM

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						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

Source: View Original Filing on SEC EDGAR