Western Alliance (WAL) Insider Vesting, Sales Reported by CFO

Rhea-AI Filing Summary

Western Alliance Bancorporation (WAL) Form 4 shows transactions by Vice Chairman and CFO Dale Gibbons on 08/15/2025. The filing records cash-settled restricted stock unit vesting events and open-market sales. A total of 285 RSUs (economic equivalent of 285 shares) vested under a 2024 grant and 212 RSUs vested under a 2025 grant; these vested units are payable in cash and represent 5,122 and 6,343 underlying share equivalents respectively. Separate open-market sales occurred at $82.55 per share, reducing direct beneficial ownership to 296,358 shares. The reporting also notes 296,643 and 296,570 share counts shown after certain acquisitions before the sales, and shares held in the company 401(k) plan that are included in indirect ownership.

Positive

• Routine compensation vesting: Two tranches of cash-settled RSUs vested with clear monthly schedules, showing predictable executive compensation delivery
• Substantial retained ownership: Reporting person continues to hold 296,358 shares directly after reported sales, indicating ongoing ownership alignment
• 401(k) participation: Shares held in the company 401(k) plan are disclosed, reflecting additional indirect ownership

Negative

• Open-market sales: Dispositions at $82.55 reduced direct holdings, which could be perceived as partial liquidity-taking
• Cash settlement of RSUs: Vesting units are paid in cash rather than equity, which does not increase share count alignment with shareholders

Insights

Financial Analyst

TL;DR: Insider sold shares while restricted units vested; net direct ownership remains near ~296k shares, indicating routine compensation and liquidity actions.

The transactions are a mix of routine vesting of cash-settled RSUs and timely open-market disposals at $82.55 per share. Vesting schedules are monthly over multi-year periods (36 months) for two grants starting March 2024 and March 2025, which is consistent with standard executive compensation pacing. The sales reduced direct holdings modestly from reported interim balances; however, total direct ownership remains substantial at 296,358 shares. For investors, these moves read as typical exercise/settlement and diversification/liquidity activity rather than a company-specific signal.

Corporate Governance Expert

TL;DR: Transactions appear compliant and routine: scheduled RSU vesting, cash settlement, and open-market sales properly reported on Form 4.

The filing discloses vesting that is payable solely in cash and explicitly states the vesting cadence (1/36th monthly). Sales executed at $82.55 are reported contemporaneously with vesting dates and the Form 4 is signed via attorney-in-fact, indicating standard procedural handling. No indications of trading pursuant to a 10b5-1 plan are checked on the form, and there are no amendments noted. From a governance perspective, disclosures meet Section 16 requirements and present no immediate red flags.

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^*

GIBBONS DALE

(Last) (First) (Middle)

C/O WESTERN ALLIANCE BANCORPORATION

ONE E. WASHINGTON STREET, STE 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)
	Vice Chairman and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		285(1)	A	$0(2)	296,643	D
Common Stock	08/15/2025		D		285	D	$82.55	296,358	D
Common Stock	08/15/2025		M		212(3)	A	$0(2)	296,570	D
Common Stock	08/15/2025		D		212	D	$82.55	296,358	D
Common Stock								612(4)	I	401K Plan

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	(2)	08/15/2025		M			285	(1)	(1)	Common Stock	285	(2)	5,122	D
Cash Settled Restricted Stock Units	(2)	08/15/2025		M			212	(3)	(3)	Common Stock	212	(2)	6,343	D

Explanation of Responses:

1. 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 2024 and ending February 2027.

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 2025 and ending February 2028.

4. Reflects shares held in the 401K Plan to include employer match as of 08/07/2025.

Remarks:

	/s/Jessica Jarvi (Attorney-in-fact)	08/18/2025
	** 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).
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FAQ

What transactions did WAL Vice Chairman and CFO Dale Gibbons report on Form 4?

The filing reports cash-settled restricted stock unit vesting (285 and 212 units) and open-market sales executed at $82.55 per share on 08/15/2025.

How many shares does the reporting person own after these transactions?

The Form 4 shows direct beneficial ownership of 296,358 shares following the reported transactions.

What are the vesting schedules for the reported RSUs?

The 285-unit grant vests monthly over 36 months beginning March 2024 and ending February 2027; the 212-unit grant vests monthly over 36 months beginning March 2025 and ending February 2028.

Were the RSUs settled in stock or cash?

The units are stated to be payable solely in cash and each unit is the economic equivalent of one share of common stock.

Was the Form 4 filed timely and properly signed?

The form is signed by an attorney-in-fact (/s/Jessica Jarvi) and dated 08/18/2025, indicating proper execution of the filing.