Barbara Kennedy (WAL) receives stock and unit grants as HR chief

Rhea-AI Filing Summary

Western Alliance Bancorporation’s Chief Human Resources Officer, Barbara Kennedy, reported equity awards and related stock holdings. On February 5, 2026, she received 988 Deferred Stock Units at $0 per unit, representing the deferred portion of her annual restricted stock award.

She also acquired 2,963 cash-settled restricted stock units, each economically equivalent to one share of common stock but payable in cash over a 36‑month vesting schedule from March 2026 through February 2029. In addition, she acquired 988 shares of common stock at $0 and now directly holds 9,741 common shares, with a further 22,797 common shares held indirectly through the Kennedy Family Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kennedy Barbara

(Last) (First) (Middle)

ONE E. WASHINGTON ST., SUITE 1400

(Street)

PHOENIX AZ 85004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTERN ALLIANCE BANCORPORATION [ WAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/05/2026		A		988	A	$0	9,741	D
Common Stock								22,797	I	Barbara and Ted Kennedy TTEE Kennedy Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(1)	02/05/2026		A		988		(1)	(1)	Common Stock	988	$0	988	D
Cash Settled Restricted Stock Units	(2)	02/05/2026		A		2,963		(3)	(3)	Common Stock	2,963	(3)	2,963	D

Explanation of Responses:

1. Represents the grant of Deferred Stock Units under the Issuer's Stock Incentive Plan and credited under the Issuer's Executive Stock and Bonus Deferral Plan and are granted as the deferred portion of the executive officer's annual restricted stock award vesting 50% on the second and third anniversaries of the grant date. Deferred Stock Units are paid in shares of Common Stock issued under the Issuer's Stock Incentive Plan after a separation from service pursuant to the Executive Stock and Bonus Deferral Plan.

2. Each unit is the economic equivalent of one share of Western Alliance Bancorporation common stock.

3. These units vest and are payable solely in cash as follows: 1/36th on the 15th day of each month during the 36-month period beginning March 2026 and ending February 2029.

Remarks:

	/s/Jessica Jarvi (Attorney-in-fact)	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did WAL’s Barbara Kennedy report on February 5, 2026?

Barbara Kennedy reported grants of equity-based awards and stock. She acquired 988 Deferred Stock Units, 2,963 cash-settled restricted stock units, and 988 shares of Western Alliance Bancorporation common stock, all at $0 per unit, as part of her executive compensation package.

How many Western Alliance Bancorporation shares does Barbara Kennedy directly hold after this Form 4?

After the reported transactions, Barbara Kennedy directly holds 9,741 shares of Western Alliance Bancorporation common stock. These holdings reflect the addition of 988 shares acquired on February 5, 2026, at $0, in connection with her equity compensation awards as Chief Human Resources Officer.

What are the terms of Barbara Kennedy’s Deferred Stock Units at WAL?

The Deferred Stock Units were granted under Western Alliance’s Stock Incentive Plan and credited under its Executive Stock and Bonus Deferral Plan. They represent the deferred portion of her annual restricted stock award and vest 50% on the second and third anniversaries of the February 5, 2026 grant date.

How do Barbara Kennedy’s cash-settled restricted stock units at WAL vest and pay out?

The cash-settled restricted stock units are economically equivalent to Western Alliance common stock but pay only in cash. They vest and become payable in 36 equal installments, with 1/36th vesting on the 15th day of each month from March 2026 through February 2029.

What indirect ownership in Western Alliance Bancorporation does Barbara Kennedy report?

In addition to her direct holdings, Barbara Kennedy reports indirect ownership of 22,797 shares of Western Alliance Bancorporation common stock. These shares are held through the “Barbara and Ted Kennedy TTEE Kennedy Family Trust,” as disclosed in the indirect ownership line of the Form 4.

What role does Barbara Kennedy hold at Western Alliance Bancorporation?

Barbara Kennedy serves as Chief Human Resources Officer of Western Alliance Bancorporation. Her Form 4 filing reflects executive compensation in the form of Deferred Stock Units, cash-settled restricted stock units, and common stock, granted under the company’s stock incentive and deferral plans.