WESTERN ALLIANCE BANCORPORATION Reports Material Event

Western Alliance Bancorporation, through its banking subsidiary Western Alliance Bank, has priced $400,000,000 of 6.537% Fixed Rate Reset Subordinated Notes due 2035.

Accepted by SEC EDGAR 11/19/2025 - 04:19 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Western Alliance Bancorporation, through its banking subsidiary Western Alliance Bank, has priced $400,000,000 of 6.537% Fixed Rate Reset Subordinated Notes due 2035. These notes are being issued in a transaction exempt from registration under Section 3(a)(2) of the Securities Act and are expected to settle on November 24, 2025, subject to customary closing conditions.

The bank plans to use the net proceeds for general corporate purposes, which may include supporting growth and repaying, redeeming or repurchasing existing securities. The notes are intended to qualify as Tier 2 capital for regulatory purposes and are obligations solely of Western Alliance Bank, with no guarantee from Western Alliance Bancorporation or other affiliates.

Insights

Bank capital structure analyst

Western Alliance adds $400M of Tier 2-eligible subordinated debt at 6.537% due 2035.

Western Alliance Bank is issuing $400,000,000 of 6.537% Fixed Rate Reset Subordinated Notes due 2035 in a transaction exempt from registration under Section 3(a)(2) of the Securities Act. As subordinated notes intended to qualify as Tier 2 capital, this funding sits below senior obligations and above equity in the capital stack, supporting regulatory capital ratios.

The bank states that net proceeds will be used for general corporate purposes, potentially including providing capital to support growth and repaying, redeeming or repurchasing existing securities. The notes are obligations solely of Western Alliance Bank and are not guaranteed by Western Alliance Bancorporation or its other affiliates, which keeps the legal exposure at the bank level.

Because the notes are expected to settle on November 24, 2025 subject to customary closing conditions, actual outcomes depend on successful completion of the offering. Future disclosures in company filings may detail how much of the proceeds ultimately go toward growth versus liability management.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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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):  November 19, 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 7.01 Regulation FD Disclosure.

On November 19, 2025, Western Alliance Bank (the “Bank”), a state member bank organized under the laws of the State of Arizona and the banking subsidiary of Western Alliance Bancorporation, a Delaware corporation (the “Company”), announced that it successfully priced $400,000,000 aggregate principal amount of 6.537% Fixed Rate Reset Subordinated Notes due 2035 (the “Notes”) in a transaction exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to settle on November 24, 2025, subject to customary closing conditions. The Bank intends to use the net proceeds from the offering for general corporate purposes, which may include providing capital to support its growth and the repayment, redemption or repurchase of existing securities. The Notes are intended to qualify as Tier 2 capital for bank regulatory purposes. The Notes are obligations solely of the Bank and are neither obligations of, nor guaranteed by, the Company or any of the Bank’s affiliates.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

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:			November 19, 2025