Western Alliance (WAL) Chief Credit Officer receives 659 shares and 987 cash-settled RSUs

Rhea-AI Filing Summary

Western Alliance Bancorporation’s Chief Credit Officer, Lynne Herndon, reported new equity-related awards. On February 5, 2026, she acquired 659 shares of common stock at a price of $0 per share, bringing her directly held common stock to 2,018 shares.

She also received 987 cash-settled restricted stock units, each economically equivalent to one share of common stock. These units vest and are payable solely in cash, with 1/36th vesting on the 15th of each month from March 2026 through February 2029, creating a long-term, performance-linked compensation stream.

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^*

Herndon Lynne

(Last) (First) (Middle)

1 E. WASHINGTON STREET

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 Credit 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		659	A	$0	2,018	D

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
Cash Settled Restricted Stock Units	(1)	02/05/2026		A		987		(2)	(2)	Common Stock	987	(1)	987	D

Explanation of Responses:

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

2. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did WAL Chief Credit Officer Lynne Herndon report?

Lynne Herndon reported receiving 659 shares of Western Alliance common stock and 987 cash-settled restricted stock units on February 5, 2026. Both awards were granted at a price of $0 per unit, reflecting compensation rather than an open-market purchase.

How many Western Alliance (WAL) shares does Lynne Herndon hold after this Form 4?

After the reported transaction, Lynne Herndon directly holds 2,018 shares of Western Alliance Bancorporation common stock. This figure reflects her position following the 659-share stock acquisition reported on February 5, 2026, excluding the separate cash-settled restricted stock units.

What are the terms of Lynne Herndon’s 987 cash-settled RSUs at WAL?

The grant consists of 987 cash-settled restricted stock units, each economically equivalent to one Western Alliance share. These units vest and are payable only in cash, with 1/36th vesting monthly on the 15th from March 2026 through February 2029.

Does Lynne Herndon’s WAL RSU award involve actual share issuance?

The 987 restricted stock units are explicitly described as cash-settled. Each unit is economically equivalent to one Western Alliance common share, but the award is payable solely in cash rather than through the delivery of actual shares upon vesting.

What was the transaction price for Lynne Herndon’s WAL stock and RSUs?

Both the 659 common shares and the 987 cash-settled restricted stock units were reported with a transaction price of $0 per unit. This indicates these awards were part of compensation, not purchased in the open market.

Over what period do Lynne Herndon’s WAL cash-settled RSUs vest?

The 987 cash-settled restricted stock units vest over a 36-month schedule. 1/36th of the units vest on the 15th day of each month, starting in March 2026 and continuing through February 2029, creating a gradual payout profile.