Were Emily Nachlas’s WAL share dispositions open-market sales?

The reported dispositions were not described as open-market sales. One used code F for tax-withholding, disposing of 422 shares at $93.20, and others used code D for dispositions to the issuer at $93.20, reflecting administrative rather than discretionary market transactions.

Insider moves: Western Alliance (WAL) risk chief reports grants and tax share disposals

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Western Alliance Bancorporation’s Chief Risk Officer Emily Nachlas reported multiple equity-related transactions in common stock and cash-settled restricted stock units on February 15, 2026. She received a grant of 1,514 shares of common stock at $0.00 per share, increasing her direct holdings to 16,997 shares before subsequent movements.

The filing shows a tax-withholding disposition of 422 common shares at $93.20 per share using transaction code F, and issuer-related dispositions of 72 shares and 53 shares at $93.20 per share under code D. She also exercised derivative awards, converting 72 units and 53 units of cash-settled restricted stock units into common stock with no exercise price.

Footnotes state the cash-settled restricted stock units are payable solely in cash, each economically equivalent to one share of common stock. These units vest in equal monthly installments on the 15th of each month over 36-month periods from March 2024 to February 2027 and from March 2025 to February 2028.

Insider Trade Summary

125 shares exercised/converted

Mixed 8 txns

Insider Nachlas Emily

Role Chief Risk Officer

Type	Security	Shares	Price	Value
Exercise	Cash Settled Restricted Stock Units	72	$0.00	--
Exercise	Cash Settled Restricted Stock Units	53	$0.00	--
Grant/Award	Common Stock	1,514	$0.00	--
Tax Withholding	Common Stock	422	$93.20	$39K
Exercise	Common Stock	72	$0.00	--
Disposition	Common Stock	72	$93.20	$7K
Exercise	Common Stock	53	$0.00	--
Disposition	Common Stock	53	$93.20	$5K

Holdings After Transaction: Cash Settled Restricted Stock Units — 861 shares (Direct); Common Stock — 16,997 shares (Direct)

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

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:36 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Nachlas Emily

(Last)

(First)

(Middle)

C/O WESTERN ALLIANCE BANCORPORATION

ONE E. WASHINGTON STREET, STE 1400

(Street)

PHOENIX

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 Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2026		A		1,514	A	$0	16,997	D
Common Stock	02/15/2026		F		422	D	$93.2	16,575	D
Common Stock	02/15/2026		M		72⁽¹⁾	A	$0⁽²⁾	16,647	D
Common Stock	02/15/2026		D		72	D	$93.2	16,575	D
Common Stock	02/15/2026		M		53⁽³⁾	A	$0⁽²⁾	16,628	D
Common Stock	02/15/2026		D		53	D	$93.2	16,575	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash Settled Restricted Stock Units	⁽²⁾	02/15/2026		M			72	⁽¹⁾	⁽¹⁾	Common Stock	72	⁽²⁾	861	D
Cash Settled Restricted Stock Units	⁽²⁾	02/15/2026		M			53	⁽³⁾	⁽³⁾	Common Stock	53	⁽²⁾	1,267	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.

Remarks:

	/s/Jessica Jarvi (Attorney-in-fact)	02/18/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did WAL Chief Risk Officer Emily Nachlas report?

Emily Nachlas reported equity transactions involving Western Alliance Bancorporation common stock and cash-settled restricted stock units on February 15, 2026. Activity included a stock grant, derivative exercises, tax-withholding share dispositions, and issuer-related dispositions, all affecting her directly held common share and unit balances.

How many Western Alliance (WAL) shares were granted to Emily Nachlas?

She received a grant of 1,514 shares of Western Alliance common stock at no cost. This grant increased her direct common stock holdings before other same-day transactions adjusted her ending balance as reported in the Form 4 filing.

What are the terms of Emily Nachlas’s cash-settled restricted stock units at WAL?

Her cash-settled restricted stock units are payable solely in cash, with each unit economically equivalent to one Western Alliance common share. They vest monthly in 36 equal installments over periods from March 2024 to February 2027 and March 2025 to February 2028.

How many Western Alliance (WAL) shares did Emily Nachlas hold after these transactions?

After the reported common stock transactions on February 15, 2026, Emily Nachlas directly held 16,575 shares of Western Alliance common stock. This reflects the net effect of the grant, tax-withholding disposition, exercises, and issuer-related dispositions disclosed.

How were the WAL derivative awards exercised in Emily Nachlas’s Form 4?

The filing shows derivative exercises (code M) of 72 and 53 cash-settled restricted stock unit equivalents at a zero exercise price. These exercises were paired with issuer-related dispositions of the same share counts at $93.20 per share, adjusting her reported common share balances.