Western Alliance (WAL) Form 4: Chief Credit Officer Reports RSU Vesting and Sale

Rhea-AI Filing Summary

Western Alliance Bancorporation (WAL) Form 4 summary: Lynne Herndon, Chief Credit Officer and officer of Western Alliance, reported transactions dated 08/15/2025 involving both acquisitions and dispositions of common stock and vested cash-settled restricted stock units. The filing shows acquisitions under plan codes referenced as 35 and 22 that are cash-settled restricted stock units which vest monthly over multi-year schedules. Separate dispositions on the same date reflect sales at $82.55 per share. After the reported transactions the filing shows Ms. Herndon beneficially owned 1,359 shares of common stock. The explanatory notes state the two classes of units vest 1/36th monthly beginning March 2024 (ending Feb 2027) and March 2025 (ending Feb 2028) and that each unit is the economic equivalent of one share.

Positive

• Receipt of time‑based compensation: Cash‑settled restricted stock units were credited under two award schedules, demonstrating ongoing alignment of compensation with multi‑year service.
• Transparent disclosure: Filing provides specific vesting schedules and states each unit equals the economic equivalent of one share.

Negative

• Partial sell‑down: The reporting person disposed of shares on 08/15/2025 at $82.55 per share, reducing direct holdings to 1,359 shares.

Insights

Financial Analyst

TL;DR: Transactions reflect routine compensation vesting and a contemporaneous partial sale at $82.55, leaving 1,359 shares owned.

The Form 4 documents both the vesting/accrual of cash-settled restricted stock units under two separate award schedules and contemporaneous open-market dispositions executed on 08/15/2025 at $82.55 per share. The RSU explanations specify monthly 1/36th vesting across two different grant cycles, confirming the awards are structured as time-based compensation rather than option exercises. The net reported direct beneficial ownership after these entries is 1,359 common shares. For investors, this is a disclosure of insider compensation realization and a partial monetization event; it does not, on its face, indicate a change in corporate guidance, credit position, or material corporate event.

Corporate Governance Expert

TL;DR: Filing shows standard officer compensation vesting and required Section 16 disclosure of contemporaneous share sales.

The filing identifies Lynne Herndon as an officer (Chief Credit Officer) and records both the maturation/settlement of cash-settled RSUs (plan codes labeled 35 and 22) and sales reported under Section 16. The explanatory remarks clarify vesting timetables and the cash-settled nature (each unit equals the economic equivalent of one share). Execution and signature by an attorney-in-fact appear on 08/18/2025, consistent with procedural SEC Form 4 requirements. This is a routine insider disclosure used to maintain transparency of officer compensation realization and share dispositions.

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)
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		35(1)	A	$0(2)	1,394	D
Common Stock	08/15/2025		D		35	D	$82.55	1,359	D
Common Stock	08/15/2025		M		22(3)	A	$0(2)	1,381	D
Common Stock	08/15/2025		D		22	D	$82.55	1,359	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	(2)	08/15/2025		M			35	(1)	(1)	Common Stock	35	(2)	612	D
Cash Settled Restricted Stock Units	(2)	08/15/2025		M			22	(3)	(3)	Common Stock	22	(2)	662	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)	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).
** 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 transactions did Lynne Herndon report on the WAL Form 4?

The Form 4 reports acquisitions of cash‑settled restricted stock units under plan codes 35 and 22 and contemporaneous dispositions of common stock on 08/15/2025, with sales at $82.55 per share.

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

Following the reported transactions the filing shows direct beneficial ownership of 1,359 common shares.

What are the vesting terms for the restricted stock units noted in the filing?

One award vests 1/36th monthly from March 2024 through February 2027; the other vests 1/36th monthly from March 2025 through February 2028.

Are the restricted units settled in stock or cash?

The explanatory notes state the units are cash‑settled and each unit is the economic equivalent of one share of Western Alliance common stock.

What price were the disposed shares sold for on 08/15/2025?

The filing shows dispositions executed at a price of $82.55 per share.