wal-20250421
0001212545FALSE00012125452025-04-212025-04-210001212545us-gaap:CommonStockMember2025-04-212025-04-210001212545us-gaap:NoncumulativePreferredStockMember2025-04-212025-04-21

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 21, 2025


WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)

Delaware001-3255088-0365922
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

One E. Washington Street, Phoenix, Arizona  85004
 (Address of principal executive offices)               (Zip Code)

(602) 389-3500
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 Par ValueWALNew York Stock Exchange
Depositary Shares, Each Representing a 1/400th Interest in a Share of
4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A
WAL PrANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April 21, 2025, Western Alliance Bancorporation (the “Company”) issued a press release reporting results for the fiscal quarter ended March 31, 2025 and posted on its website its first quarter 2025 Earnings Conference Call Presentation, which contains certain additional historical and forward-looking information relating to the Company. Copies of the press release and presentation slides are attached hereto as Exhibits 99.1 and 99.2, respectively.  
The information in this report (including Exhibits 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As previously reported on the Company’s Current Report on Form 8-K filed on December 11, 2024, effective December 16, 2024, the Company’s Board of Directors appointed Dale Gibbons, the Company’s Vice Chair and Chief Financial Officer, as the Company’s Interim Chief Executive Officer in addition to his existing duties, while Kenneth A. Vecchione, President and Chief Executive Officer of the Company took a voluntary temporary leave of absence in connection with a recent medical diagnosis. On April 15, 2025, Mr. Vecchione notified the Company’s Board of Directors of his ability to return from his temporary leave of absence and upon such notification, the Board of Directors acted to reappoint Mr. Vecchione to the offices of President and Chief Executive Officer of the Company, effective as of April 15, 2025. Mr. Gibbons will remain the Company’s Vice Chair and Chief Financial Officer.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 
99.2 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 WESTERN ALLIANCE BANCORPORATION
(Registrant)
 
 
/s/ Dale Gibbons
Dale Gibbons
Vice Chairman and
Chief Financial Officer
 
 
 
Date:April 21, 2025