# WESTERN ALLIANCE BANCORPORATION (WAL) Informational only - not investment advice. CIK: 0001212545 SIC: 6022 State Commercial Banks SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6022 State Commercial Banks](/industry/6022/) Latest 10-K filed: 2026-02-23 SEC page: https://www.sec.gov/edgar/browse/?CIK=1212545 Filing source: https://www.sec.gov/Archives/edgar/data/1212545/000162828026010336/wal-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 4692900000 | USD | 2025 | 2026-02-23 | | Net income | 969000000 | USD | 2025 | 2026-02-23 | | Assets | 92774000000 | USD | 2025 | 2026-02-23 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-23. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001212545.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 700,506,000 | 845,513,000 | 1,033,500,000 | 1,225,000,000 | 1,261,800,000 | 1,658,700,000 | 2,691,800,000 | 4,035,300,000 | 4,541,100,000 | 4,692,900,000 | | Net income | 259,798,000 | 325,492,000 | 435,800,000 | 499,200,000 | 506,600,000 | 899,200,000 | 1,057,300,000 | 722,400,000 | 787,700,000 | 969,000,000 | | Diluted EPS | 2.50 | 3.10 | 4.14 | 4.84 | 5.04 | 8.67 | 9.70 | 6.54 | 7.09 | 8.73 | | Assets | 17,200,842,000 | 20,329,085,000 | 23,109,486,000 | 26,821,900,000 | 36,461,000,000 | 55,983,000,000 | 67,734,000,000 | 70,862,000,000 | 80,934,000,000 | 92,774,000,000 | | Liabilities | 15,309,313,000 | 18,099,387,000 | 20,495,752,000 | 23,805,200,000 | 33,047,500,000 | 51,020,000,000 | 62,378,000,000 | 64,784,000,000 | 74,227,000,000 | 84,828,000,000 | | Stockholders' equity | 1,891,529,000 | 2,229,700,000 | 2,613,700,000 | 3,016,700,000 | 3,413,500,000 | 4,962,600,000 | 5,356,000,000 | 6,078,400,000 | 6,707,000,000 | 7,653,000,000 | | Net margin | 37.09% | 38.50% | 42.17% | 40.75% | 40.15% | 54.21% | 39.28% | 17.90% | 17.35% | 20.65% | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001212545.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 2.39 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | 2.42 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 1.28 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 1,000,800,000 | 215,700,000 | 1.96 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 1,026,600,000 | 216,600,000 | 1.97 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 1,039,000,000 | 147,900,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 1,055,000,000 | 177,400,000 | 1.60 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 1,147,500,000 | 193,600,000 | 1.75 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 1,200,000,000 | 199,800,000 | 1.80 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 1,138,600,000 | 216,900,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 1,095,600,000 | 199,100,000 | 1.79 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 1,154,400,000 | 230,400,000 | 2.07 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 1,225,500,000 | 253,400,000 | 2.28 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 1,217,400,000 | 286,100,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 1,188,200,000 | 182,100,000 | 1.65 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1212545/000162828026033054/wal-20260331.htm Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high Filing date: 2026-05-11 Report date: 2026-03-31 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations. This discussion is designed to provide insight into management's assessment of significant trends related to the Company's consolidated financial condition, results of operations, liquidity, capital resources, and interest rate sensitivity. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and the interim Unaudited Consolidated Financial Statements and Notes to Unaudited Consolidated Financial Statements hereto and financial information appearing elsewhere in this report. Unless the context requires otherwise, the terms "Company," "we," and "our" refer to Western Alliance Bancorporation and its wholly-owned subsidiaries on a consolidated basis. Forward-Looking Information Certain statements contained in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including without limitation, statements regarding our expectations with respect to our business, financial and operating results, including our deposits, liquidity and funding, changes in economic conditions and the related impact on the Company's business, and statements that are related to or are dependent on estimates or assumptions relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The forward-looking statements contained in this Form 10-Q reflect the Company's current views about future events and financial performance and are subject to certain risks, uncertainties, assumptions, and changes in circumstances that may cause the Company's actual results to differ significantly from historical results and those expressed in any forward-looking statement. Risks and uncertainties include those set forth in the Company's filings with the SEC and the following factors that could cause actual results to differ materially from historical or expected results: 1) adverse financial market and economic conditions, including the effects of inflation and any recession in the United States, adverse developments in the financial services industry generally, U.S. and global trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers, and any related impact on customer behavior, the potential impact on borrowers of supply chain disruptions and the economic and market impacts of the geopolitical conflicts such as the conflicts in Ukraine and the Middle East; 2) changes in interest rates and increased rate competition; 3) the discontinuation of or substantial changes to interest rate benchmarks utilized in our lending, borrowing and hedging activities; 4) exposure of financial instruments to certain market risks that may increase the volatility of earnings and AOCI; 5) the inherent risk associated with accounting estimates, including the impact to the allowance, provision for credit losses, and capital levels; 6) exposure to natural and man-made disasters in markets where we operate and the impact of climate change and sustainability practices on us and our customers; 7) the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events, and of governmental and societal responses thereto; 8) higher defaults on our loan portfolio than we expect; 9) increased foreclosures and ownership of real property; 10) changes in management's estimate of the adequacy of the allowance for credit losses; 11) dependency on real estate and events that negatively impact the real estate market; 12) concentrations in certain business lines or product types within our loan portfolio; 13) residual risk retained by us on reference pools covered by credit linked notes; 14) exposures related to the properties to which we acquire title; 15) ability to compete in a highly competitive market; 16) expansion strategies through acquisitions or implementation of new lines of business or new products and services that may not be successful and supervisory actions by regulatory agencies which may limit our ability to pursue certain growth opportunities; 17) uncertainty associated with digital payment initiatives; 18) ability to recruit and retain qualified employees and implement adequate succession planning to mitigate the loss of key members of our senior management team; 19) ability to meet capital adequacy and liquidity requirements and the sufficiency of liquidity; 20) dependence on low-cost deposits; 21) risks related to representations and warranties made on third-party loan sales; 22) ability to borrow from the FHLB or the FRB; 23) a change in our creditworthiness; 24) information security breaches; 25) reliance on third parties to provide key components of our infrastructure; 26) perpetration of fraud; 27) ability to implement and improve our controls and processes to keep pace with growth; 28) risk of operating in a highly regulated industry and our ability to remain in compliance; 29) ability to adapt to technological change; 30) technological risks and developments and cyber threats, attacks or events; 31) emerging external focus among regulators and other officials related to risks in connection with the development and use of artificial intelligence; 32) failure to comply with state and federal banking agency laws and regulations; 33) results of any tax audit findings, challenges to our tax positions, or adverse changes or interpretations of tax laws; 34) risks related to ownership and price of our preferred and common stock; 35) ability to continue to declare quarterly dividends; 36) additional regulatory requirements resulting from our continued growth; 37) management's estimates and projections of interest rates and interest rate policies; 38) the execution of our business plan; 39) the outcome of legal proceedings regarding the Cantor Group V, LLC loan and the Leucadia Asset Management LLC loan, the amount of funds and/or collateral that may be 59 available for repayment of such loans, and any adverse economic or other events impacting the collateral, borrower or guarantors with respect to such loans. For more information regarding risks that may cause the Company's actual results to differ materially from any forward-looking statements, see “Risk Factors” in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, “Risk Factors” in Part II, Item 1A of this Form 10-Q, and related disclosures in other filings with the SEC. All forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are based only on information currently available to us and speak only as of the date of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 10-Q might not occur, and you should not put undue reliance on any forward-looking statements. Recent Market and Banking Industry Developments CRE Exposure The Company's loan portfolio includes significant credit exposure to the CRE market, with CRE related loans comprising approximately 27% of total loans at March 31, 2026 and December 31, 2025. Approximately 14% of CRE loans, excluding construction and land loans, were owner occupied, and less than 4% were non-owner occupied office loans at March 31, 2026 and December 31, 2025. During the three months ended March 31, 2026, the Company recognized gross charge-offs on CRE non-owner occupied loans totaling $27.7 million, which primarily related to office properties. As the Company continues to focus on moving nonperforming loans through its standard credit resolution process, the Company took possession of one CRE office property during the three months ended March 31, 2026. While the Company believes its reserve levels are adequate, CRE market conditions may worsen, which could result in further deterioration of asset quality in this portfolio. Legal Disputes Related to Credit Facilities Cantor Group V, LLC In August 2025, the Bank initiated a lawsuit in Los Angeles Superior Court against Cantor Group V, LLC and certain individual guarantors in connection with the Bank's note finance revolving credit facility to Cantor Group V, LLC, alleging fraud by the borrower for failing to provide collateral loans in the first position, seeking appointment of a receiver and recovery of funds, and seeking other forms of relief and damages related to claims against the borrower. In addition, under certain circumstances such as fraud, the Bank holds both a limited guaranty and full guaranty from two ultra-high net worth individuals. As of September 30, 2025, the Bank moved the $98.5 million facility to nonaccrual status and established a specific allowance of $29.6 million for this loan. During the three months ended March 31, 2026, management reevaluated the existing collateral based on updated “as-is” appraisals and due to the expected duration of the resolution process, recognized a charge-off of $26.1 million from the previously established reserve. A specific allowance of $3.5 million remains on this loan as of March 31, 2026. To further protect the Company's collateral position, management completed the purchase of a $13 million non-performing senior lien loan during the three months ended March 31, 2026 and plans to acquire additional non-performing senior lien loans as appropriate. Leucadia Asset Management LLC and Jefferies Financial Group In March 2026, the Bank and its collateral agent filed a complaint in New York Supreme Court against Jefferies Financial Group, Leucadia Asset Management LLC, and affiliates (collectively, the "Defendants") alleging breach of contract and fraudulent inducement in connection with a trade finance loan extended by the Bank, seeking declaratory and injunctive relief for the recovery of funds, and other forms of relief and damages related to claims against the Defendants. This loan was collateralized by accounts receivable purchased from First Brands Group, which filed for bankruptcy in September 2025. The loan entered default status following the identification of servicing failures, including lapses in UCC filings, and in October 2025, the Bank entered into a forbearance agreement pursuant to which the Defendants agreed to cause full repayment of the loan by March 31, 2026. Defendants then made payments pursuant to the forbearance agreement from October 2025 to January 15, 2026, when the Bank received the most recent payment of $42.1 million. In late February 2026, after the Company was notified the remaining principal balance of the loan would not be repaid as agreed and with the Defendants' failure to make the payment due on February 27, 2026, the Company recorded a charge‑off of $126.4 million for the remaining loan balance. 60 Financial Overview and Highlights WAL is a bank holding company headquartered in Phoenix, Arizona, incorporated under the laws of the state of Delaware. WAL provides a full spectrum of customized loan, deposit and treasury management capabilities, including funds transfer and other digital payment offerings [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion is designed to provide insight on the financial condition and results of operations of Western Alliance Bancorporation and its subsidiaries and should be read in conjunction with “Item 8. Financial Statements and Supplementary Data” of this Form 10-K. This discussion and analysis contains forward-looking statements that involve risk, uncertainties, and assumptions. Certain risks, uncertainties, and other factors, including, but not limited to, those set forth under “Forward-Looking Statements” at the beginning of Part I of this Form 10-K and those discussed in Part I, Item 1A of this Form 10-K under the heading "Risk Factors," may cause actual results to differ materially from those projected in the forward-looking statements. For a comparison of the 2024 results to the 2023 results and other 2023 information not included herein, refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Recent Developments CRE Exposure The Company's loan portfolio includes significant credit exposure to the CRE market, with CRE related loans comprising approximately 27% and 30% of total loans at December 31, 2025 and 2024, respectively. Approximately 14% and 16% of CRE loans, excluding construction and land loans, were owner occupied at December 31, 2025 and 2024, respectively, and 4% were non-owner occupied office loans at both December 31, 2025 and 2024. In response to changing conditions in the CRE market, the Company has been proactive in establishing enhanced monitoring policies and procedures as it relates to its CRE loans and has undertaken actions to limit the growth of its CRE portfolio. During the year ended December 31, 2025, the Company recognized gross charge-offs on CRE non-owner occupied loans totaling $55.5 million, which primarily related to office properties. As the Company is focused on moving nonperforming loans through its standard credit resolution process, the Company took possession of five CRE office properties during the year ended December 31, 2025, which drove the net increase in other assets acquired through foreclosure from December 31, 2024. While the Company believes its reserve levels are adequate, CRE market conditions may worsen, which could result in further deterioration of asset quality in this portfolio. Legal Dispute Related to Credit Facility In August 2025, the Bank initiated a lawsuit in connection with its note finance revolving credit facility to Cantor Group V, LLC, alleging fraud by the borrower for failing to provide collateral loans in first position, seeking appointment of a receiver and recovery of funds, and other forms of relief and damages related to claims against the borrower. Management evaluated the existing collateral based on “as-is” appraisals and believes it covers the obligation. Updated collateral appraisals are expected in March 2026. In addition, under certain circumstances such as fraud, the Bank holds both a limited guaranty and full guaranty from two ultra-high net worth individuals. Despite the collateral coverage and guaranties, the Bank moved the $98.5 million facility to nonaccrual status and established a specific allowance of $29.6 million for this loan as of September 30, 2025, which remained unchanged through December 31, 2025. 35 Table of Contents Financial Overview and Highlights WAL is a bank holding company headquartered in Phoenix, Arizona, incorporated under the laws of the state of Delaware. WAL provides a full spectrum of customized loan, deposit and treasury management capabilities, including funds transfer and other digital payment offerings, through its wholly-owned banking subsidiary, WAB. Effective as of October 4, 2025, the Company completed its brand unity initiative, consolidating its legacy division bank brands: ABA, BON, FIB, Bridge, and TPB, under a single unified name, Western Alliance Bank. The Company also serves business customers through a national platform of specialized financial services, including mortgage banking services through AmeriHome and digital payment services for the class action legal industry. 2025 Financial Highlights •Net income available to common stockholders of $956.2 million and diluted earnings per share of $8.73, an increase from $774.9 million and from $7.09 per share, respectively, for 2024 •Net revenue of $3.5 billion, constituting year-over-year growth of 12.0%, or $380.9 million, compared to an increase in non-interest expenses of 4.3%, or $86.7 million •PPNR1 increased $294.2 million to $1.4 billion, compared to $1.1 billion in 2024 •Effective tax rate of 17.9% for 2025, compared to 20.5% for 2024 •Total loans HFI of $58.7 billion, up $5.0 billion from December 31, 2024 •Total deposits of $77.2 billion, up $10.8 billion from December 31, 2024 •Total equity of $7.9 billion, an increase of $1.2 billion from December 31, 2024 •Nonperforming assets (nonaccrual loans and repossessed assets) increased to 0.69% of total assets, from 0.65% at December 31, 2024 •Net loan charge-offs to average loans outstanding of 0.24% for 2025, compared to 0.18% for 2024 •Net interest margin of 3.51% in 2025, decreased from 3.58% in 2024 •Return on average assets of 1.12% for 2025, compared to 0.99% for 2024 •Tangible common equity ratio1 of 7.3%, compared to 7.2% at December 31, 2024 •Book value per common share of $67.20, an increase of 15.4% from $58.24 at December 31, 2024 •Tangible book value per share, net of tax1, of $61.29, an increase of 17.3% from $52.27 at December 31, 2024 •Efficiency ratio1 of 58.9% in 2025, compared to 63.2% in 2024 The impact to the Company from these items, and others of both a positive and negative nature, are discussed in more detail below as they pertain to the Company’s overall comparative performance for the year ended December 31, 2025. 1 See Non-GAAP Financial Measures section beginning on page 39. 36 Table of Contents Results of Operations and Financial Condition As a bank holding company, management focuses on key ratios in evaluating the Company's financial condition and results of operations. A summary of the Company's results of operations, financial condition, and selected metrics are included in the following tables:  Year Ended December 31, 2025 2024 2023 (dollars in millions, except per share amounts) Net income $ 990.6  $ 787.7  $ 722.4  Net income available to common stockholders 956.2  774.9  709.6  Earnings per share - basic 8.79  7.14  6.55  Earnings per share - diluted 8.73  7.09  6.54  Return on average assets 1.12  % 0.99  % 1.03  % Return on average equity 13.3  12.2  12.6  Return on average tangible common equity (1) 15.3  14.0  14.9  Net interest margin 3.51  3.58  3.63  (1) See Non-GAAP Financial Measures section beginning on page 39. December 31, 2025 2024 (in millions) Total assets $ 92,774  $ 80,934  Loans HFS 3,498  2,286  Loans HFI, net of deferred fees and costs 58,677  53,676  Investment securities, net of allowance for credit losses 20,438  15,095  Total deposits 77,159  66,341  Other borrowings 5,240  5,573  Qualifying debt 1,076  899  Total equity 7,946  6,707  Tangible common equity, net of tax1 6,711  5,755  (1) See Non-GAAP Financial Measures section beginning on page 39. Asset Quality For all banks and bank holding companies, asset quality plays a significant role in the overall financial condition of the institution and results of operations. The Company measures asset quality in terms of nonaccrual loans as a percentage of gross loans HFI and net charge-offs as a percentage of average loans HFI. Net charge-offs are calculated as the difference between charged-off loans and recovery payments received on previously charged-off loans. The following table summarizes the Company's key asset quality metrics for loans HFI:  At or for the Year Ended December 31, 2025 2024 2023 (dollars in millions) Nonaccrual loans $ 500  $ 476  $ 273  Repossessed assets 137  52  8  Non-performing assets 817  656  418  Nonaccrual loans to funded loans 0.85  % 0.89  % 0.54  % Nonaccrual and repossessed assets to total assets 0.69  0.65  0.40  Allowance for loan losses to funded loans 0.78  0.70  0.67  Allowance for credit losses to funded loans 0.87  0.77  0.73  Allowance for loan losses to nonaccrual loans 92  79  123  Allowance for credit losses to nonaccrual loans 102  87  135  Net charge-offs to average loans outstanding 0.24  0.18  0.06  37 Table of Contents Asset and Deposit Growth The Company’s assets and liabilities are comprised primarily of loans and deposits. Therefore, the ability to originate new loans and attract new deposits is fundamental to the Company’s growth. Total assets increased to $92.8 billion at December 31, 2025, an increase of $11.8 billion, or 14.6%, from $80.9 billion at December 31, 2024. Higher deposit levels supported increases in investment securities of $5.3 billion and also funded HFI and HFS loan growth of $5.0 billion and $1.2 billion, respectively. Loans HFI increased by $5.0 billion, or 9.3%, to $58.7 billion as of December 31, 2025, compared to $53.7 billion as of December 31, 2024. By loan type, the increase in loans HFI from December 31, 2024 was driven by increases in commercial and industrial, commercial real estate, and residential loans of $4.8 billion, $330 million, and $326 million, respectively, partially offset by a decrease of $424 million in construction and land development loans. In addition, loans HFS increased $1.2 billion from $2.3 billion as of December 31, 2024 primarily due to an increase in government-insured or guaranteed and agency-conforming loans. Total deposits increased $10.8 billion, or 16.3%, to $77.2 billion as of December 31, 2025 from $66.3 billion as of December 31, 2024. By type, the increase in deposits from December 31, 2024 was driven by increases of $5.5 billion, $3.4 billion, and $2.5 billion in non-interest bearing, savings and money market, and interest bearing demand deposits, respectively, partially offset by a decrease of $605 million in certificates of deposit. RESULTS OF OPERATIONS The following table sets forth a summary financial overview: Year Ended December 31, Increase (Decrease) 2025 2024 (in millions, except per share amounts) Consolidated Income Statement Data: Interest income $ 4,692.9  $ 4,541.1  $ 151.8  Interest expense 1,828.1  1,922.2  (94.1) Net interest income 2,864.8  2,618.9  245.9  Provision for credit losses 224.1  145.9  78.2  Net interest income after provision for credit losses 2,640.7  2,473.0  167.7  Non-interest income 678.2  543.2  135.0  Non-interest expense 2,111.7  2,025.0  86.7  Income before provision for income taxes 1,207.2  991.2  216.0  Income tax expense 216.6  203.5  13.1  Net income 990.6  787.7  202.9  Net income attributable to noncontrolling interest 21.6  —  21.6  Net income attributable to Western Alliance 969.0  787.7  181.3  Dividends on preferred stock 12.8  12.8  —  Net income available to common stockholders $ 956.2  $ 774.9  $ 181.3  Earnings per share: Basic $ 8.79  $ 7.14  $ 1.65  Diluted $ 8.73  $ 7.09  $ 1.64  38 Table of Contents Non-GAAP Financial Measures The following discussion and analysis contains financial information determined by methods other than those prescribed by GAAP. The Company's management uses these non-GAAP financial measures in their analysis of the Company's performance. Management believes presentation of these non-GAAP financial measures provides useful supplemental information that is essential to a complete understanding of the operating results of the Company. Since the presentation of these non-GAAP performance measures and their impact differ between companies, these non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Pre-Provision Net Revenue Banking regulations define PPNR as the sum of net interest income and non-interest income less expenses before adjusting for loss provisions. Management believes this is an important metric as it illustrates the underlying performance of the Company, it enables investors and others to assess the Company's ability to generate capital to cover credit losses through the credit cycle, and provides consistent reporting with a key metric used by bank regulatory agencies. The following table shows the components used in the calculation of PPNR: Year Ended December 31, 2025 2024 2023 (in millions) Net interest income $ 2,864.8  $ 2,618.9  $ 2,338.9  Total non-interest income 678.2  543.2  280.7  Net revenue $ 3,543.0  $ 3,162.1  $ 2,619.6  Total non-interest expense 2,111.7  2,025.0  1,623.4  Pre-provision net revenue $ 1,431.3  $ 1,137.1  $ 996.2  Less: Provision for credit losses 224.1  145.9  62.6  Income tax expense 216.6  203.5  211.2  Net income $ 990.6  $ 787.7  $ 722.4  Efficiency Ratio The following table shows the components used in the calculation of the efficiency ratio, which measures non-interest expense as a ratio of net revenue on a tax equivalent basis. Management uses this ratio as a metric for assessing cost efficiency: Year Ended December 31, 2025 2024 2023 (dollars in millions) Total non-interest expense $ 2,111.7  $ 2,025.0  $ 1,623.4  Less: Deposit costs 630.5  693.2  436.7  Total non-interest expense, excluding deposit costs 1,481.2  1,331.8  1,186.7  Divided by: Total net interest income 2,864.8  2,618.9  2,338.9  Plus: Tax equivalent interest adjustment 40.0  39.5  35.5  Total non-interest income 678.2  543.2  280.7  Less: Deposit costs 630.5  693.2  436.7  $ 2,952.5  $ 2,508.4  $ 2,218.4  Efficiency ratio - tax equivalent basis 58.9  % 63.2  % 61.1  % Efficiency ratio - tax equivalent basis, adjusted for deposit costs 50.2  53.1  53.5  39 Table of Contents Tangible Common Equity and Return on Average Tangible Common Equity The following tables present financial measures related to tangible common equity. Tangible common equity represents total equity reduced by goodwill and intangible assets, preferred stock, and noncontrolling interest in subsidiary. Management believes tangible common equity financial measures are useful in evaluating the Company's capital strength, financial condition, and ability to manage potential losses. December 31, 2025 2024 (dollars and shares in millions) Total equity $ 7,946  $ 6,707  Less: Preferred stock 295  295  Noncontrolling interest in subsidiary 293  —  Total common stockholders' equity 7,358  6,412  Less: goodwill and intangible assets, net 649  659  Total tangible common stockholders' equity 6,709  5,753  Plus: deferred tax - attributed to intangible assets 2  2  Total tangible common equity, net of tax $ 6,711  $ 5,755  Total assets $ 92,774  $ 80,934  Less: goodwill and intangible assets, net 649  659  Tangible assets 92,125  80,275  Plus: deferred tax - attributed to intangible assets 2  2  Total tangible assets, net of tax $ 92,127  $ 80,277  Tangible common equity ratio 7.3  % 7.2  % Common shares outstanding 109.5  110.1  Book value per common share $ 67.20  $ 58.24  Tangible book value per common share, net of tax 61.29  52.27  Year Ended December 31, 2025 2024 2023 (dollars in millions) Net income available to common stockholders $ 956.2  $ 774.9  $ 709.6  Divided by: Average equity 7,434  6,480  5,719  Less: Average goodwill and intangible assets 654  664  675  Average preferred stock 295  295  295  Average noncontrolling interest in subsidiary 225  —  —  Average tangible common equity $ 6,260  $ 5,521  $ 4,749  Return on average tangible common equity 15.3  % 14.0  % 14.9  % 40 Table of Contents Regulatory Capital The following table presents certain financial measures related to regulatory capital under Basel III, which includes CET1 and total capital. The FRB and other banking regulators use CET1 and total capital as a basis for assessing a bank's capital adequacy; therefore, management believes it is useful to assess financial condition and capital adequacy using this same basis. Specifically, the CET1, tier 1 capital, and total capital ratios take into consideration the risk levels of assets and off-balance sheet financial instruments. In addition, management believes the classified assets to CET1 plus allowance measure is an important regulatory metric for assessing asset quality. As permitted by the regulatory capital rules, the Company elected the CECL transition option that delayed the estimated impact on regulatory capital resulting from the adoption of CECL over a five-year transition period ending December 31, 2024. Accordingly, capital ratios and amounts for 2024 include a 25% capital benefit that resulted from the increased ACL related to the adoption of ASC 326. This capital benefit was fully phased out beginning in 2025. December 31, 2025 2024 (dollars in millions) Common equity tier 1: Common equity $ 7,358  $ 6,425  Less: Non-qualifying goodwill and intangibles 633  644  Disallowed deferred tax asset 67  4  AOCI related adjustments (341) (535) Unrealized gain (loss) on changes in fair value liabilities (4) 1  Common equity tier 1 $ 7,003  $ 6,311  Divided by: Risk-weighted assets $ 63,408  $ 56,019  Common equity tier 1 ratio 11.0  % 11.3  % Common equity tier 1 $ 7,003  $ 6,311  Plus: Preferred stock, trust preferred securities, and noncontrolling interest 669  376  Tier 1 capital $ 7,672  $ 6,687  Divided by: Tangible average assets $ 94,007  $ 82,691  Tier 1 leverage ratio 8.2  % 8.1  % Total capital: Tier 1 capital $ 7,672  $ 6,687  Plus: Subordinated debt 990  819  Adjusted allowances for credit losses 523  416  Tier 2 capital $ 1,513  $ 1,235  Total capital $ 9,185  $ 7,922  Divided by: Risk-weighted assets $ 63,408  $ 56,019  Total capital ratio 14.5  % 14.1  % Classified assets to tier 1 capital plus allowance: Classified assets $ 1,088  $ 1,009  Divided by: Tier 1 capital 7,672  6,687  Plus: Adjusted allowances for credit losses 523  416  Total Tier 1 capital plus adjusted allowances for credit losses $ 8,195  $ 7,103  Classified assets to tier 1 capital plus allowance 13.3  % 14.2  % 41 Table of Contents Net Interest Margin The net interest margin is reported on a TEB. A tax equivalent adjustment is added to reflect interest earned on certain securities and loans that are exempt from federal and state income tax. The following tables set forth the average balances, interest income, interest expense, and average yield (on a fully TEB) for the periods indicated: Year Ended December 31, 2025 2024 Average Balance Interest Average Yield / Cost Average Balance Interest Average Yield / Cost (dollars in millions) Interest earning assets Loans HFS $ 4,844  $ 292.9  6.05  % $ 3,531  $ 216.4  6.13  % Loans HFI: Commercial and industrial (1) 24,608  1,583.9  6.49  20,845  1,490.6  7.21  CRE - non-owner occupied 10,299  730.3  7.10  9,681  744.7  7.70  CRE - owner occupied 1,762  104.7  6.05  1,833  111.2  6.17  Construction and land development 4,232  351.7  8.31  4,747  440.1  9.28  Residential real estate 14,499  614.2  4.24  14,529  622.3  4.28  Consumer 31  2.1  6.70  54  3.8  7.00  Total loans HFI (2), (3), (4) 55,431  3,386.9  6.14  51,689  3,412.7  6.63  Investment securities: Taxable 15,919  726.9  4.57  13,159  616.0  4.68  Tax-exempt 2,218  95.9  5.42  2,230  95.0  5.34  Total investment securities (2) 18,137  822.8  4.67  15,389  711.0  4.78  Cash and other 4,344  190.3  4.38  3,656  201.0  5.50  Total interest earning assets 82,756  4,692.9  5.72  74,265  4,541.1  6.17  Non-interest earning assets Cash and due from banks 384  293  Allowance for credit losses (418) (357) Bank owned life insurance 1,032  589  Other assets 4,974  4,483  Total assets $ 88,728  $ 79,273  Interest bearing liabilities Interest bearing deposits: Interest bearing demand accounts $ 16,259  $ 400.7  2.46  % $ 16,155  $ 480.7  2.98  % Savings and money market accounts 22,617  705.6  3.12  17,462  610.2  3.49  Certificates of deposit 10,015  431.5  4.31  10,085  509.3  5.05  Total interest bearing deposits 48,891  1,537.8  3.15  43,702  1,600.2  3.66  Short-term borrowings 2,651  120.4  4.54  3,893  216.3  5.56  Long-term debt 2,444  137.1  5.61  830  67.7  8.16  Qualifying debt 811  32.8  4.05  896  38.0  4.25  Total interest bearing liabilities 54,797  1,828.1  3.34  49,321  1,922.2  3.90  Interest cost of funding earning assets 2.21  2.59  Non-interest bearing liabilities Non-interest bearing deposits 24,926  22,017  Other liabilities 1,571  1,455  Equity 7,434  6,480  Total liabilities and equity $ 88,728  $ 79,273  Net interest income and margin (5) $ 2,864.8  3.51  % $ 2,618.9  3.58  % (1)Interest income includes a reduction for earnings credits totaling $240.9 million and $239.8 million for the years ended December 31, 2025 and 2024, respectively. (2)Yields on loans and securities have been adjusted to a TEB. The taxable-equivalent adjustment was $40.0 million and $39.5 million for the year ended December 31, 2025 and 2024, respectively. (3)Included in the yield computation are net loan fees of $102.4 million and $109.0 million for the years ended December 31, 2025 and 2024, respectively. (4)Includes nonaccrual loans. (5)Net interest margin is computed by dividing net interest income by total average earning assets. 42 Table of Contents Year Ended December 31, 2025 versus 2024 Increase (Decrease) Due to Changes in (1) Volume Rate Total (in millions) Interest income: Loans HFS $ 79.4  $ (2.9) $ 76.5  Loans HFI: Commercial and industrial 242.2  (148.9) 93.3  CRE - non-owner occupied 43.8  (58.2) (14.4) CRE - owner occupied (4.2) (2.3) (6.5) Construction and land development (42.8) (45.6) (88.4) Residential real estate (1.3) (6.8) (8.1) Consumer (1.6) (0.1) (1.7) Total loans HFI 236.1  (261.9) (25.8) Securities: Securities - taxable 126.0  (15.1) 110.9  Securities - tax-exempt (0.5) 1.4  0.9  Total securities 125.5  (13.7) 111.8  Other 30.1  (40.8) (10.7) Total interest income 471.1  (319.3) 151.8  Interest expense: Interest-bearing transaction accounts $ 2.6  $ (82.6) $ (80.0) Savings and money market accounts 160.8  (65.4) 95.4  Time certificates of deposit (3.0) (74.8) (77.8) Short-term borrowings (56.4) (39.5) (95.9) Long-term debt 90.5  (21.1) 69.4  Qualifying debt (3.4) (1.8) (5.2) Total interest expense 191.1  (285.2) (94.1) Net change $ 280.0  $ (34.1) $ 245.9  (1)Changes attributable to both volume and rate are designated as volume changes. Comparison of interest income, interest expense and net interest margin The Company's primary source of revenue is interest income. For the year ended December 31, 2025, interest income totaled $4.7 billion, an increase of $151.8 million, or 3.3%, compared to $4.5 billion for the year ended December 31, 2024. This growth was primarily attributable to increases of $111.8 million from investment securities and $76.5 million from HFS loans, driven by higher average balances of $2.7 billion and $1.3 billion, respectively. These increases were partially offset by a $25.8 million decline in HFI loan interest income, resulting from a lower rate environment that was not fully mitigated by a $3.7 billion increase in average HFI loan balances. The average yield on interest earning assets decreased to 5.72% for the year ended December 31, 2025, compared to 6.17% for 2024, which was primarily the result of lower yields on loans. For the year ended December 31, 2025, interest expense totaled $1.8 billion, a decrease of $94.1 million, or 4.9%, compared to $1.9 billion for the year ended December 31, 2024. Interest expense on deposits declined by $62.4 million due to reductions in the federal funds target rate in late 2025, which were not fully offset by a $5.2 billion increase in average interest-bearing deposits. Interest expense on short-term borrowings decreased by $95.9 million for the year ended December 31, 2025 compared to the same period in 2024 primarily due to a $1.2 billion reduction in the average balance, while interest expense on long-term borrowings increased by $69.4 million, reflecting a $1.6 billion increase in the average balance over the same period. For the year ended December 31, 2025, net interest income totaled $2.9 billion, an increase of $245.9 million, or 9.4%, compared to $2.6 billion for the year ended December 31, 2024. This growth in net interest income was primarily attributable to an $8.5 billion increase in average interest earning assets, which was partially offset by a $5.5 billion increase in average interest-bearing liabilities. Net interest margin declined by 7 basis points from 2024, reflecting lower asset yields in 2025, which were partially mitigated by reduced funding costs associated with deposits and borrowings. 43 Table of Contents Provision for Credit Losses The provision for credit losses in each period is reflected as a reduction in earnings for that period and includes amounts related to funded loans, unfunded loan commitments, and investment securities. The provision is equal to the amount required to maintain the ACL at a level adequate to absorb estimated lifetime credit losses inherent in the loan and investment securities portfolios based on remaining contractual maturity, adjusted for estimated prepayments as of each period end. The Company's CECL models incorporate historical experience, current conditions, and reasonable and supportable forecasts in measuring expected credit losses. For the years ended December 31, 2025 and 2024, the Company recorded a provision for credit losses of $224.1 million and $145.9 million, respectively. The increase in the provision for credit losses from the year ended December 31, 2024 is primarily reflective of net charge-offs of $131.1 million, loan growth of $5.0 billion, establishment of a $29.6 million reserve related to the Cantor Group V loan, and qualitative overlays. Non-interest Income The following table presents a summary of non-interest income:  Year Ended December 31, Increase (Decrease) 2025 2024 (in millions) Service charges and fees $ 194.3  $ 109.6  $ 84.7  Net gain on mortgage loan origination and sale activities 255.5  206.3  49.2  Net loan servicing revenue 77.8  121.5  (43.7) Income from bank owned life insurance 46.0  27.8  18.2  Gain (loss) on sales of investment securities 29.4  17.4  12.0  Income from equity investments 18.1  38.2  (20.1) Fair value gain (loss) adjustments, net 12.9  7.5  5.4  Other income 44.2  14.9  29.3  Total non-interest income $ 678.2  $ 543.2  $ 135.0  Total non-interest income for the year ended December 31, 2025 increased by $135.0 million compared to the same period in 2024, with changes primarily attributable to service charges and fees, mortgage banking revenue, and other income. Service charges and fees increased by $84.7 million largely from higher banking and disbursements and escrow fees. Mortgage banking revenue grew by $5.5 million, comprised of an increase in net gain on mortgage loan origination and sale activities of $49.2 million, partially offset by a $43.7 million decrease in net loan servicing revenue due to higher prepayment levels. The improvement in net gain on mortgage loan origination and sale activities reflects increased loan production revenue and higher gain on sale margins. Other non-interest income increased by $29.3 million primarily as a result of rental income associated with commercial OREO properties. 44 Table of Contents Non-interest Expense The following table presents a summary of non-interest expense: Year Ended December 31, Increase (Decrease) 2025 2024 (in millions) Salaries and employee benefits $ 757.5  $ 631.1  $ 126.4  Deposit costs 630.5  693.2  (62.7) Data processing 187.2  149.7  37.5  Insurance 117.5  164.8  (47.3) Legal, professional, and directors' fees 115.9  109.4  6.5  Occupancy 70.6  73.1  (2.5) Loan servicing expenses 69.2  68.1  1.1  Business development and marketing 28.7  32.7  (4.0) Loan acquisition and origination expenses 26.2  21.5  4.7  Other expense 108.4  81.4  27.0  Total non-interest expense $ 2,111.7  $ 2,025.0  $ 86.7  Total non-interest expense for the year ended December 31, 2025 increased by $86.7 million compared to the same period in 2024, primarily due to higher salaries and employee benefits, data processing, and other expense. Salaries and employee benefits rose by $126.4 million, reflecting both an increase in average salary and headcount as well as a higher performance-based bonus accrual. Data processing costs increased $37.5 million mainly driven by higher software licensing fees and related depreciation. Other expense increased by $27.0 million, which was largely attributable to costs associated with operating OREO properties. These increases were partially offset by a $62.7 million reduction in deposit costs resulting from lower ECR rates and a $47.3 million decrease to insurance costs due to reduced brokered deposit levels and a lower FDIC special assessment loss estimate. Income Taxes The Company's effective tax rates for the years ended December 31, 2025 and 2024 were 17.9% and 20.5%, respectively. The decrease in the effective tax rate for the year ended December 31, 2025 compared to the same period in 2024 was primarily attributable to higher investment tax credit benefits and a reduction in nondeductible insurance premium expenses. 45 Table of Contents Business Segment Results The Company's operating segments are aggregated with a focus on products and services offered and consist of three reportable segments: •Commercial: provides commercial banking and treasury management products and services to small and middle-market businesses, specialized banking services to sophisticated commercial institutions and investors within niche industries, as well as financial services to the real estate industry. •Consumer Related: offers both commercial banking services to enterprises in consumer-related sectors and consumer banking services, such as residential mortgage banking. •Corporate & Other: consists of the Company's investment portfolio, Corporate borrowings and other related items, income and expense items not allocated to other reportable segments, and inter-segment eliminations. The following tables present selected reportable segment information: Consolidated Company Commercial Consumer Related Corporate & Other At December 31, 2025: (in millions) Loans HFI, net of deferred fees and costs $ 58,677  $ 34,784  $ 23,893  $ —  Deposits 77,159  30,806  40,466  5,887  At December 31, 2024: Loans HFI, net of deferred fees and costs $ 53,676  $ 31,544  $ 22,132  $ —  Deposits 66,341  25,487  33,767  7,087  Year Ended December 31, 2025: Income (loss) before provision for income taxes $ 1,207.2  $ 620.2  $ 802.5  $ (215.5) Year Ended December 31, 2024 Income before provision for income taxes $ 991.2  $ 530.6  $ 457.2  $ 3.4  BALANCE SHEET ANALYSIS Total assets increased to $92.8 billion at December 31, 2025, an increase of $11.8 billion, or 14.6%, from $80.9 billion at December 31, 2024. This growth was primarily driven by higher deposit levels, which supported loan growth of $5.0 billion and contributed to a $5.3 billion increase in investment securities, reflecting the Company's strategic focus on expanding its holdings of high quality liquid assets. Loans HFI grew by $5.0 billion, or 9.3%, to $58.7 billion as of December 31, 2025, compared to $53.7 billion as of December 31, 2024. By loan type, commercial and industrial, commercial real estate, and residential loans increased $4.8 billion, $330 million, and $326 million, respectively, from December 31, 2024, partially offset by a $424 million decrease in construction and land development loans during the same period. In addition, loans HFS rose by $1.2 billion to $3.5 billion at December 31, 2025, primarily attributable to an increase in government-insured or guaranteed and agency-conforming loans. Total liabilities increased $10.6 billion, or 14.3%, to $84.8 billion at December 31, 2025, compared to $74.2 billion at December 31, 2024. The increase was largely attributable to higher deposit levels, which increased $10.8 billion, or 16.3%, to $77.2 billion at December 31, 2025. Deposit growth from December 31, 2024 was driven by increases in non-interest bearing demand deposits of $5.5 billion, savings and money market accounts of $3.4 billion, and interest-bearing demand deposits of $2.5 billion, partially offset by a decrease of $605 million in certificates of deposit. Other borrowings decreased by $333 million due to a reduction in long-term FHLB borrowings, though this was partially offset by an increase in short-term FHLB borrowings. Total equity increased by $1.2 billion, or 18.5%, to $7.9 billion at December 31, 2025, compared to $6.7 billion at December 31, 2024. The increase in total equity was primarily driven by net income and the issuance of preferred shares through the Company's REIT, which generated net proceeds of $293 million. These increases were partially offset by dividends paid. 46 Table of Contents Investment securities Debt securities are classified at the time of acquisition as either HTM, AFS, or trading based upon various factors, including asset/liability management strategies, liquidity and profitability objectives, and regulatory requirements. HTM securities are carried at amortized cost, adjusted for amortization of premiums or accretion of discounts. AFS securities are carried at fair value with unrealized gains or losses on these securities recorded in AOCI in stockholders’ equity, net of tax. Trading securities are reported at fair value, with unrealized gains and losses on these securities included in current period earnings. The Company's investment securities portfolio may be utilized as collateral for borrowings, required collateral for public deposits and repurchase agreements, and to manage liquidity, capital, and interest rate risk. The following table summarizes the carrying value of the Company's investment securities portfolio:  December 31, Increase (Decrease) 2025 2024 (in millions) Debt securities Residential MBS issued by GSEs and GNMA $ 7,230  $ 5,831  $ 1,399  U.S. Treasury securities 5,970  4,383  1,587  CLO 2,747  570  2,177  Tax-exempt 2,221  2,195  26  Private label residential MBS 1,204  1,123  81  Commercial MBS issued by GSEs and GNMA 635  437  198  Corporate debt securities 297  386  (89) Other 68  69  (1) Total debt securities $ 20,372  $ 14,994  $ 5,378  Equity securities Preferred stock $ 52  $ 91  $ (39) CRA investments 27  26  1  Total equity securities $ 79  $ 117  $ (38) The carrying value of debt securities increased $5.4 billion, or 35.9%, from December 31, 2024. The increase in investment securities is largely attributable to purchases of CLOs, U.S. treasury securities, and Residential MBS issued by GSEs and GNMA, made to capitalize on higher yields from investment grade securities, while also maintaining a balanced portfolio of high quality liquid assets. 47 Table of Contents The weighted average yield on investment securities is calculated by dividing income within each maturity range by the outstanding amount of the related investment. For purposes of calculating the weighted average yield, AFS securities are carried at amortized cost in the table below and tax-exempt obligations have not been tax-effected. The maturity distribution and weighted average yield of the Company's investment security portfolios at December 31, 2025 are summarized in the table below:  Due Under 1 Year Due 1-5 Years Due 5-10 Years Due Over 10 Years Total Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield (dollars in millions) Held-to-maturity Tax-exempt bonds $ 2  5.69  % $ 24  6.57  % $ 177  4.84  % $ 1,216  4.60  % $ 1,419  4.67  % Private label residential MBS (1) —  —  —  —  —  —  165  2.21  165  2.21  Total HTM securities $ 2  5.69  % $ 24  6.57  % $ 177  4.84  % $ 1,381  4.31  % $ 1,584  4.41  % Available-for-sale Residential MBS issued by GSEs and GNMA (1) $ —  —  % $ —  —  % $ 4  2.80  % $ 7,485  4.39  % $ 7,489  4.38  % U.S. Treasury securities 1,346  3.91  1,634  3.77  —  —  3,006  4.76  5,986  4.30  Private label residential MBS (1) —  —  6  4.74  9  4.90  1,170  2.77  1,185  2.79  Tax-exempt —  —  6  2.78  1  2.89  872  2.86  879  2.86  CLO —  —  —  —  479  5.92  2,264  5.13  2,743  5.27  Commercial MBS issued by GSEs and GNMA (1) —  —  353  4.47  182  4.61  103  3.83  638  4.41  Corporate debt securities 103  4.26  71  5.10  129  3.44  5  3.70  308  4.10  Other 5  3.07  4  1.86  2  3.72  64  4.91  75  4.60  Total AFS securities $ 1,454  3.93  % $ 2,074  3.93  % $ 806  5.19  % $ 14,969  4.36  % $ 19,303  4.31  % (1)MBS are comprised of pools of loans with varying maturities, the majority of which are due after 10 years. The average duration, which is a measure of the interest rate sensitivity of the Company's debt securities portfolio, is 5.1 years as of December 31, 2025. The Company does not hold any subprime MBS in its investment portfolio. Approximately 86% of its MBS are GSE or GNMA issued. The MBS that are not GSE issued consist primarily of investment grade securities, including $1.0 billion rated AAA and $26 million rated AA. Gross unrealized losses on the Company's AFS securities at December 31, 2025 relate primarily to changes in interest rates and other market conditions not considered to be credit-related issues. The Company has reviewed its securities on which there is an unrealized loss in accordance with its ACL policy described in "Note 1. Summary of Significant Accounting Policies" in Item 8 of this Form 10-K. Based on the analysis performed, management determined no ACL on the Company's AFS securities was required at December 31, 2025. The credit loss model applicable to HTM securities requires recognition of lifetime expected credit losses through an allowance account at the time the security is purchased. For the year ended December 31, 2025, the Company recognized a release of provision for credit losses on HTM securities of $3.5 million, compared to provision expense of $8.6 million for the same period in 2024, resulting in a total allowance of $12.9 million and $16.4 million as of December 31, 2025 and 2024, respectively. Loans HFS The Company purchases and originates residential mortgage loans that are held for sale or securitization primarily through its AmeriHome mortgage banking business channel. At December 31, 2025, the loans HFS balance totaled $3.5 billion, compared to $2.3 billion at December 31, 2024. The increase in loans HFS from December 31, 2024 relates primarily to government-insured or guaranteed and agency-conforming loans. 48 Table of Contents Loans HFI The table below summarizes the distribution of the Company’s held for investment loan portfolio:  December 31, Increase (Decrease) 2025 2024 (in millions) Mortgage finance $ 7,271  $ 6,151  $ 1,120  Municipal & nonprofit 1,648  1,620  28  Tech & innovation 4,128  3,383  745  Equity fund resources 1,233  884  349  Other commercial and industrial 13,789  11,231  2,558  CRE - owner occupied 1,533  1,675  (142) Hotel franchise finance 4,185  3,815  370  Other CRE - non-owner occupied 6,455  6,342  113  Residential 13,403  12,961  442  Residential - EBO 828  972  (144) Construction and land development 4,043  4,468  (425) Other 161  174  (13) Total loans HFI 58,677  53,676  5,001  Allowance for credit losses (461) (374) (87) Total loans HFI, net of allowance $ 58,216  $ 53,302  $ 4,914  Loans classified as HFI are stated at the amount of unpaid principal, adjusted for net deferred fees and costs, premiums and discounts on acquired and purchased loans, and an ACL. Net deferred loan fees of $120 million and $106 million reduced the carrying value of loans as of December 31, 2025 and 2024, respectively. Net unamortized purchase premiums on acquired and purchased loans of $186 million and $175 million increased the carrying value of loans as of December 31, 2025 and 2024, respectively. 49 Table of Contents The following table sets forth the amount of loans outstanding by type of loan as of December 31, 2025 that were contractually due in under one year, one through five years, after five through 15 years, and more than 15 years based on remaining scheduled repayments of principal. Lines of credit or other loans having no stated final maturity and no stated schedule of repayments are reported as due in one year or less. The table also presents an analysis of the rate structure for loans within the same maturity time periods. Actual cash flows from these loans may differ materially from contractual maturities due to prepayment, refinancing, or other factors. Due Under 1 Year Due 1 - 5 Years Due 5 - 15 Years Due Over 15 Years Total (in millions) Mortgage finance Variable rate $ 4,191  $ 2,758  $ —  $ —  $ 6,949  Fixed rate —  322  —  —  322  Municipal & nonprofit Variable rate 65  54  305  13  437  Fixed rate 88  143  713  267  1,211  Tech & innovation Variable rate 608  3,391  —  —  3,999  Fixed rate 55  62  12  —  129  Equity fund resources Variable rate 842  334  6  —  1,182  Fixed rate 43  8  —  —  51  Other commercial and industrial Variable rate 2,695  7,811  2,097  49  12,652  Fixed rate 146  676  315  —  1,137  CRE - owner occupied Variable rate 176  299  375  64  914  Fixed rate 48  308  223  40  619  Hotel franchise finance Variable rate 610  3,096  —  —  3,706  Fixed rate 291  188  —  —  479  Other CRE - non-owner occupied Variable rate 2,272  2,508  438  21  5,239  Fixed rate 492  604  120  —  1,216  Residential Variable rate 3  10  —  955  968  Fixed rate 12  8  35  12,380  12,435  Residential - EBO Variable rate —  —  —  —  —  Fixed rate —  —  1  827  828  Construction and land development Variable rate 938  3,002  31  7  3,978  Fixed rate 1  59  4  1  65  Other Variable rate 98  35  10  4  147  Fixed rate 4  10  —  —  14  Total $ 13,678  $ 25,686  $ 4,685  $ 14,628  $ 58,677  At December 31, 2025, total loans consisted of 68.5% with variable rates and 31.5% with fixed rates, compared to 64.4% with variable rates and 35.6% with fixed rates at December 31, 2024. As of December 31, 2025, approximately $30.5 billion, or 75.8%, of total variable rate loans were subject to rate floors with a weighted average interest rate of 5.0%. At December 31, 2024, approximately $25.0 billion, or 72.5%, of total variable rate loans were subject to rate floors with a weighted average interest rate of 5.1%. 50 Table of Contents Concentrations of Lending Activities The Company monitors concentrations of lending activities at the product and borrower relationship level. As of December 31, 2025 and 2024, no borrower relationships at both the commitment and funded loan level exceeded 5% of total loans HFI. Commercial and industrial loans made up 48% and 43% of the Company's HFI loan portfolio as of December 31, 2025 and 2024, respectively. A subset of commercial and industrial loans consist of loans to NDFIs, which, as defined by regulatory guidance, are entities that provide services similar to traditional banks but do not accept deposits from the general public and are not regulated by Federal banking agencies. The following table presents the balance of loans to NDFIs: December 31, 2025 Amount Percent of Loans to NDFIs Percent of Total HFI Loans (dollars in millions) Mortgage credit intermediaries $ 10,101  68.8  % 17.2  % Business credit intermediaries 3,340  22.8  5.7  % Private equity funds 1,231  8.4  2.1  % Total loans to NDFIs $ 14,672  100.0  % 25.0  % In addition, the Company's loan portfolio includes significant credit exposure to the CRE market as CRE related loans accounted for approximately 27% and 30% of total loans at December 31, 2025 and 2024, respectively. Non-owner occupied CRE loans are CRE loans for which the primary source of repayment is rental income generated from the collateral property. Owner occupied CRE loans are loans secured by owner occupied non-farm nonresidential properties for which the primary source of repayment (more than 50%) is the cash flow from the ongoing operations and activities conducted by the borrower who owns the property. These CRE loans are secured by multi-family residential properties, professional offices, industrial facilities, retail centers, hotels, and other commercial properties. The following tables present the composition by property type and weighted average LTV of the Company’s CRE non-owner occupied loans: December 31, 2025 Amount Percent of CRE-Non OO Percent of Total HFI Loans Weighted Average LTV (1) (dollars in millions) Hotel $ 4,546  44.0  % 7.7  % 52.0  % Office 2,142  20.7  3.6  60.1  Retail 758  7.3  1.3  51.8  Multifamily 748  7.2  1.3  55.9  Industrial 451  4.4  0.8  46.3  Time share 390  3.8  0.7  48.1  Data Center 253  2.4  0.4  35.8  Medical 135  1.3  0.2  60.8  Senior care 107  1.0  0.2  42.6  Storage 89  0.9  0.2  34.5  Other 721  7.0  1.2  53.1  Total CRE - non-owner occupied $ 10,340  100.0  % 17.6  % 53.0  % 51 Table of Contents December 31, 2024 Amount Percent of CRE-Non OO Percent of Total HFI Loans Weighted Average LTV (1) (dollars in millions) Hotel $ 4,167  42.3  % 7.8  % 46.7  % Office 2,337  23.7  4.4  69.0  Retail 783  7.9  1.4  55.7  Multifamily 632  6.4  1.2  40.7  Industrial 580  5.9  1.1  38.9  Time share 467  4.7  0.9  33.6  Medical 145  1.5  0.3  61.5  Senior care 142  1.4  0.2  41.2  Other 615  6.2  1.1  50.2  Total CRE - non-owner occupied $ 9,868  100.0  % 18.4  % 51.6  % (1)    The weighted average LTVs in the above table are based on the most recent available information, if current appraisals are not available. The following table presents the Company’s CRE non-owner occupied loans by origination year as of December 31, 2025: Origination Year 2025 2024 2023 2022 2021 Prior Total (in millions) CRE - non-owner occupied $ 1,303  $ 897  $ 1,145  $ 3,489  $ 1,336  $ 2,170  $ 10,340  The following table presents the scheduled maturities of the Company’s CRE non-owner occupied loans as of December 31, 2025: (in millions) 2026 3,553  2027 2,616  2028 1,644  2029 890  Thereafter 1,637  Total $ 10,340  Approximately $2.1 billion, or 3.6%, of total loans HFI consisted of CRE non-owner occupied office loans as of December 31, 2025, compared to $2.3 billion, or 4.4%, as of December 31, 2024. Of the non-owner occupied office loan balance as of December 31, 2025, $1.1 billion is scheduled to mature in 2026. These office loans primarily consist of shorter-term bridge loans that enable borrowers to reposition or redevelop projects with more modern standards attractive to in-office employers in today’s environment, including enhanced on-site amenities. The vast majority of these projects are located in suburban locations in the Company's core footprint states (Arizona, California, and Nevada), with central business district and midtown exposure totaling less than 1% and 10% of office loans as of December 31, 2025, respectively. The office loan portfolio largely consists of value-add loans that require significant up-front cash equity contributions from institutional sponsors and large regional and national developers. The properties underlying these loans have stable business trends and low vacancy rates. To a large extent, the financing structures of these loans do not carry junior liens or mezzanine debt, which enables maximum flexibility when working with clients and sponsors. In addition to adhering to conservative underwriting standards, asset-specific credit risk is mitigated through continued sponsor support of projects by re-appraisal rights of the Company, re-margining requirements and ongoing debt service, and debt yield covenants. For additional discussion of the Company’s credit risk monitoring practices, see “Business – Lending Activities – Asset Quality” in Item 1 of this Form 10-K. As of December 31, 2025 and 2024, 14% and 16% of the Company's CRE loans, excluding construction and land loans, were owner occupied, respectively, with substantially all of these loans secured by first liens and had an initial loan-to-value ratio of generally not more than 75%. 52 Table of Contents Non-performing Assets Total non-performing loans increased by $76 million at December 31, 2025 to $680 million from $604 million at December 31, 2024. December 31, 2025 2024 (dollars in millions) Total nonaccrual loans (1) $ 500  $ 476  Loans past due 90 days or more on accrual status (2) 66  —  Accruing restructured loans $ 114  128  Total nonperforming loans 680  604  Other assets acquired through foreclosure, net $ 137  $ 52  Nonaccrual loans to funded loans HFI 0.85  % 0.89  % Loans past due 90 days or more on accrual status to funded loans HFI (2) 0.11  —  (1)Includes loan modifications to borrowers experiencing financial difficulty of $89 million and $169 million at December 31, 2025 and 2024, respectively. (2)Excludes government guaranteed residential mortgage loans of $290 million and $326 million at December 31, 2025 and 2024, respectively. Interest income that would have been recorded under the original terms of nonaccrual loans was $36.2 million, $24.5 million, and $12.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. The composition of nonaccrual loans HFI by loan portfolio segment were as follows:  December 31, 2025 Nonaccrual Balance Percent of Nonaccrual Balance Percent of Total Loans HFI (dollars in millions) Municipal & nonprofit $ 4  0.8  % 0.01  % Tech & innovation 20  4.0  0.03  Equity fund resources 1  0.2  0.00  Other commercial and industrial 120  24.0  0.20  CRE - owner occupied 3  0.6  0.01  Other CRE - non-owner occupied 228  45.6  0.38  Residential 12  2.4  0.02  Construction and land development 109  21.8  0.19  Other 3  0.6  0.01  Total nonaccrual loans $ 500  100.0  % 0.85  % December 31, 2024 Nonaccrual Balance Percent of Nonaccrual Balance Percent of Total Loans HFI (dollars in millions) Municipal & nonprofit $ 5  1.0  % 0.01  % Tech & innovation 60  12.6  0.11  Equity fund resources 1  0.2  0.00  Other commercial and industrial 17  3.6  0.03  CRE - owner occupied 5  1.0  0.01  Other CRE - non-owner occupied 243  51.1  0.45  Residential 88  18.5  0.17  Construction and land development 56  11.8  0.11  Other 1  0.2  0.00  Total nonaccrual loans $ 476  100.0  % 0.89  % 53 Table of Contents Restructurings for Borrowers Experiencing Financial Difficulty The following tables present the amortized cost basis of loans HFI that were modified during the period by loan portfolio segment: Amortized Cost Basis at December 31, 2025 Payment Delay and Term Extension Payment Delay and Interest Rate Reduction Term Extension Interest Rate Reduction Payment Delay Total % of Total Class of Financing Receivable Year Ended (dollars in millions) Tech & innovation $ —  $ —  $ —  $ —  $ 18  $ 18  0.4  % Other commercial and industrial —  —  2  —  60  62  0.4  Hotel franchise finance —  40  —  —  40  1.0  Other CRE - non-owner occupied —  —  —  —  51  51  0.8  Construction and land development —  —  —  —  32  32  0.8  Total $ —  $ 40  $ 2  $ —  $ 161  $ 203  0.3  % Amortized Cost Basis at December 31, 2024 Payment Delay and Term Extension Payment Delay and Interest Rate Reduction Term Extension Interest Rate Reduction Payment Delay Total % of Total Class of Financing Receivable Year Ended (dollars in millions) Tech & innovation $ —  $ —  $ 5  $ 1  $ 41  $ 47  1.4  % Other commercial and industrial —  —  7  —  86  93  1.0  Other CRE - non-owner occupied —  —  46  —  111  157  2.5  Total $ —  $ —  $ 58  $ 1  $ 238  $ 297  0.6  % Amortized Cost Basis at December 31, 2023 Payment Delay and Term Extension Payment Delay and Interest Rate Reduction Term Extension Interest Rate Reduction Payment Delay Total % of Total Class of Financing Receivable Year Ended (dollars in millions) Tech & innovation $ 1  $ —  $ 6  $ —  $ 8  $ 15  0.5  % Other commercial and industrial —  —  23  —  8  31  0.4  CRE - owner occupied —  —  3  —  —  3  0.2  Hotel franchise finance —  —  37  —  —  37  1.0  Other CRE - non-owner occupied —  —  119  —  —  119  2.0  Residential —  —  —  —  1  1  0.0  Total $ 1  $ —  $ 188  $ —  $ 17  $ 206  0.4  % The performance of these modified loans is monitored for 12 months following the modification. As of December 31, 2025, 2024, and 2023 modified loans of $114 million, $128 million, and $95 million, respectively, were current with contractual payments and $89 million, $169 million, and $111 million, respectively, were on nonaccrual status. 54 Table of Contents In the normal course of business, the Company also modifies EBO loans, which are delinquent FHA, VA, or USDA insured or guaranteed loans repurchased under the terms of the GNMA MBS program and can be repooled or resold when loans are brought current either through the borrower's reperformance or through successful completion of a loss mitigation retention solution. During the years ended December 31, 2025, 2024, and 2023, the Company completed modifications of EBO loans with an amortized cost of $532 million, $366 million, and $225 million, respectively. These modifications consisted of term extensions, payment delays, and interest rate reductions. Certain of these loans were repooled or resold after modification and are no longer included in the pool of loan modifications being monitored for future performance. As of December 31, 2025, modified EBO loans consisted of $27 million in loans that were current to 89 days delinquent and $123 million in loans 90 days or more delinquent. As of December 31, 2024, modified EBO loans consisted of $29 million in loans that were current to 89 days delinquent and $11 million in loans 90 days or more delinquent. As of December 31, 2023, modified EBO loans consisted of $26 million in loans that were current to 89 days delinquent and $12 million in loans 90 days or more delinquent. Allowance for Credit Losses on Loans HFI The ACL consists of an ACL on loans and on unfunded loan commitments. The ACL on AFS and HTM securities is estimated separately from loans and is discussed within the Investment Securities section. The following table summarizes the allocation of the ACL on loans HFI by loan portfolio segment: December 31, 2025 December 31, 2024 Allowance for credit losses Percent of total allowance for credit losses Percent of loan type to total loans HFI Allowance for credit losses Percent of total allowance for credit losses Percent of loan type to total loans HFI (dollars in millions) Mortgage finance $ 5.5  1.2  % 12.4  % $ 4.8  1.3  % 11.5  % Municipal & nonprofit 13.0  2.8  2.8  14.7  3.9  3.0  Tech & innovation 44.8  9.7  7.0  55.9  15.0  6.3  Equity fund resources 2.6  0.6  2.1  1.6  0.4  1.7  Other commercial and industrial 184.7  40.2  23.6  79.4  21.2  20.9  CRE - owner occupied 3.4  0.7  2.6  3.4  0.9  3.1  Hotel franchise finance 37.7  8.2  7.1  35.3  9.4  7.1  Other CRE - non-owner occupied 110.4  24.0  11.0  134.4  36.0  11.8  Residential 23.7  5.1  22.8  19.7  5.3  24.1  Residential - EBO —  —  1.4  —  —  1.8  Construction and land development 32.3  7.0  6.9  21.3  5.7  8.4  Other 2.5  0.5  0.3  3.3  0.9  0.3  Total $ 460.6  100.0  % 100.0  % $ 373.8  100.0  % 100.0  % During the years ended December 31, 2025 and 2024, net loan charge-offs to average loans outstanding were 0.24% and 0.18%, respectively. In addition to the ACL on funded loans HFI, the Company maintains a separate ACL related to off-balance sheet credit exposures, including unfunded loan commitments. This allowance balance totaled $49.6 million and $39.5 million at December 31, 2025 and 2024, respectively, and is included in Other liabilities on the Consolidated Balance Sheet. 55 Table of Contents Problem Loans The Company classifies loans consistent with federal banking regulations using a nine category grading system. The following tables present information regarding potential and actual problem loans, consisting of loans graded as Special Mention, Substandard, Doubtful, and Loss, that are still performing and are not individually evaluated for credit losses:  December 31, 2025 Number of Loans Problem Loan Balance Percent of Problem Loan Balance Percent of Total Loans HFI (dollars in millions) Municipal & nonprofit 1  $ 3  0.4  % 0.00  % Other commercial and industrial 121  448  56.4  0.76  CRE - owner occupied 21  35  4.4  0.06  Hotel franchise finance 1  45  5.7  0.08  Other CRE - non-owner occupied 10  192  24.2  0.33  Residential 79  47  5.9  0.08  Construction and land development 2  20  2.5  0.03  Other 36  4  0.5  0.01  Total 271  $ 794  100.0  % 1.35  % December 31, 2024 Number of Loans Problem Loan Balance Percent of Problem Loan Balance Percent of Total Loans HFI (dollars in millions) Municipal & nonprofit 2  $ 18  3.7  % 0.03  % Other commercial and industrial 89  121  24.8  0.23  CRE - owner occupied 9  7  1.4  0.01  Hotel franchise finance 8  112  22.9  0.21  Other CRE - non-owner occupied 9  136  27.8  0.25  Residential 169  92  18.8  0.17  Other 33  3  0.6  0.01  Total 319  $ 489  100.0  % 0.91  % The increase in the problem loan balance from December 31, 2024 was primarily attributable to a change in the methodology used to identify loans individually evaluated for credit losses. Mortgage Servicing Rights The fair value of the Company's MSRs related to residential mortgage loans totaled $1.5 billion and $1.1 billion as of December 31, 2025 and 2024, respectively. The following is a summary of the UPB of loans underlying the Company's MSR portfolio by type: December 31, 2025 2024 (in millions) FNMA and FHLMC $ 47,881  $ 42,908  GNMA 25,017  14,980  Non-agency 4,642  3,201  Total unpaid principal balance of loans $ 77,540  $ 61,089  56 Table of Contents Other Assets Acquired through Foreclosure Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure. At December 31, 2025 and 2024, these assets totaled $137 million and $52 million, respectively, net of a valuation allowance of $8 million and $5 million, as of each respective date. The Company held 15 properties at December 31, 2025 compared to five at December 31, 2024. The increase from December 31, 2024 was largely attributable to the acquisition of five CRE office properties during the year ended December 31, 2025 as the Company advanced nonperforming loans through its standard credit resolution process, with the goal of stabilizing leasing and occupancy, improving rental rates, and funding improvements from the net operating income generated by these properties. This overall increase was partially offset by the sale of one CRE office property and the transfer of another office property to Premises and equipment following a change in management intent during the year ended December 31, 2025. Refer to "Recent Developments" in Part II, Item 7 of this Form 10-K for additional discussion of other assets acquired through foreclosure. Goodwill and Other Intangible Assets Goodwill represents the excess consideration paid for net assets acquired in a business combination over their fair value. Goodwill and other intangible assets acquired in a business combination that are determined to have an indefinite useful life are not subject to amortization, but are subsequently evaluated for impairment at least annually. The Company has goodwill and intangible assets totaling $649 million and $659 million as of December 31, 2025 and 2024, respectively. The Company performs its annual goodwill and intangible assets impairment tests as of October 1 each year, or more often if events or circumstances indicate the carrying value may not be recoverable. During the years ended December 31, 2025 and 2024, there were no events or circumstances that indicated an interim impairment test of goodwill or other intangible assets was necessary. During the year ended December 31, 2023, due to the industry disruption from the bank failures in early 2023, the Company performed an interim Step 0 goodwill impairment assessment as of each interim quarter end date, and it was determined that it was more likely than not the fair value of the Company and its reporting units exceeded their respective carrying values. For the Company's annual goodwill impairment test as of October 1, 2025, the Company performed a qualitative goodwill assessment for all reporting units. For the Company's annual goodwill impairment test as of October 1, 2024 and 2023, the Company elected to perform a Step 1 goodwill impairment test. Based on the analyses performed, the Company determined the fair value of the Company and its reporting units exceeded their respective carrying values and therefore, no goodwill impairment was recorded during the years ended December 31, 2025, 2024, and 2023. The following is a summary of acquired intangible assets: December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in millions) Subject to amortization Core deposits $ 14  $ 14  $ —  $ 14  $ 13  $ 1  Correspondent customer relationships 76  18  58  76  14  62  Customer relationships 18  11  7  18  9  9  Developed technology 4  3  1  4  2  2  Operating licenses 56  7  49  56  6  50  Trade names 10  3  7  10  2  8  Total intangible assets subject to amortization $ 178  $ 56  $ 122  $ 178  $ 46  $ 132  Deferred Tax Assets As of December 31, 2025, the net DTA balance totaled $349 million, an increase of $68 million from $281 million as of December 31, 2024. This overall increase in the net DTA was primarily the result of increases in credit carryovers, the allowance for credit losses, and accrued bonuses that were not fully offset by the increases in the fair market value of AFS securities and the MSR DTL. The Company had no deferred tax valuation allowance as of December 31, 2025 and 2024. 57 Table of Contents Bank Owned Life Insurance The carrying value of BOLI totaled $1.1 billion as of December 31, 2025, an increase of $46 million, from December 31, 2024. BOLI is used as a tax efficient method to help offset employee benefit costs. Deposits Deposits are the primary source for funding the Company's asset growth. Total deposits increased to $77.2 billion at December 31, 2025 from $66.3 billion at December 31, 2024, an increase of $10.8 billion, or 16.3%. By deposit type, the increase in deposits is attributable to increases of $5.5 billion in non-interest bearing deposits, $3.4 billion in savings and money market accounts, and $2.5 billion interest-bearing demand deposits, partially offset by a decrease of $605 million in certificates of deposit. WAB is a participant in reciprocal deposit networks, such as the IntraFi Network, a network that offers deposit placement services including CDARS and ICS, which offer products that qualify large deposits for FDIC insurance. At December 31, 2025, the Company had $14.4 billion of reciprocal deposits, compared to $14.0 billion at December 31, 2024. At December 31, 2025 and 2024, the Company also had wholesale brokered deposits of $5.4 billion and $6.9 billion, respectively. The average balances and weighted average rates paid on deposits are presented below: Year Ended December 31, 2025 2024 2023 Average Balance Rate Average Balance Rate Average Balance Rate (dollars in millions) Interest bearing demand accounts $ 16,259  2.46  % $ 16,155  2.98  % $ 12,422  2.83  % Savings and money market accounts 22,617  3.12  17,462  3.49  14,903  2.87  Certificates of deposit 10,015  4.31  10,085  5.05  7,945  4.56  Total interest bearing deposits 48,891  3.15  43,702  3.66  35,270  3.24  Non-interest bearing deposits 24,926  —  22,017  —  18,293  —  Total deposits $ 73,817  2.08  % $ 65,719  2.43  % $ 53,563  2.13  % At December 31, 2025 and 2024, the Company had total uninsured deposits of $22.9 billion and $17.6 billion, respectively. Total U.S. time deposits in excess of the FDIC insurance limit were $1.8 billion and $1.2 billion at December 31, 2025 and 2024, respectively. Uninsured deposit information is estimated using the same methodologies utilized for regulatory reporting, where applicable. Specific to uninsured time deposits, the Company made certain assumptions to estimate uninsured amounts by maturity. At the account level, deposit insurance was assumed to apply first to non-time deposits, then any remaining insurance amounts were applied to maturity groupings on a pro-rata basis, based on the depositor's total amount of time deposits. The table below discloses the remaining maturity for estimated uninsured time deposits as of December 31, 2025:  (in millions) 3 months or less $ 797  3 to 6 months 880  6 to 12 months 633  Over 12 months 21  Total $ 2,331  58 Table of Contents In addition, certain customers with non-interest-bearing accounts receive earnings credits that can be used to offset applicable bank charges, and in certain cases, loan interest. The Company also pays referral fees for certain interest bearing or non-interest bearing deposits that are referred to the Bank. Deposits for which the Company provides account holders with excess earnings credits and referral fees totaled $25.1 billion and $20.7 billion at December 31, 2025 and 2024, respectively. The below table presents the income statement classification for total earnings credit and referral costs incurred on these deposits: Year Ended December 31, 2025 2024 2023 Income statement line item (in millions) Interest income (1) $ 240.9  $ 239.8  $ 146.8  Service charges and fees (1) 21.2  26.1  24.7  Deposit costs (2) 606.8  668.7  422.5  Total earnings credit and referral costs $ 868.9  $ 934.6  $ 594.0  (1)    Earnings credits recorded as a reduction to Interest income and Service charges and fees. (2)    Deposit costs also included $23.7 million, $24.5 million, and $14.2 million in other deposit related costs for the years ended December 31, 2025, 2024, and 2023, respectively, primarily associated with reciprocal deposits. Other Borrowings Short-Term Borrowings The Company utilizes short-term borrowed funds to support short-term liquidity needs. The majority of these short-term borrowed funds consist of advances from the FHLB, repurchase agreements, and federal funds purchased from correspondent banks or the FHLB. The Company’s borrowing capacity with the FHLB is determined based on collateral pledged, generally consisting of securities and loans. In addition, the Company has repurchase facilities, collateralized by securities or loans sold under agreements to repurchase, including assets sold under agreements to repurchase, which are reflected at the amount of cash received in connection with the transaction, and may require additional collateral based on the fair value of the underlying assets. Total short-term borrowings increased $697 million to $3.8 billion at December 31, 2025, from $3.2 billion at December 31, 2024, driven primarily by an increase in short-term FHLB advances. Long-Term Borrowings The Company's long-term borrowings consist of long-term FHLB borrowings and credit linked notes, inclusive of issuance costs. Total long-term borrowings decreased $1.0 billion to $1.4 billion at December 31, 2025, from $2.4 billion at December 31, 2024, driven primarily by a decrease in long-term FHLB advances. Qualifying Debt Qualifying debt consists of subordinated debt and junior subordinated debt, inclusive of issuance costs and fair market value adjustments. At December 31, 2025, the carrying value of qualifying debt increased $177 million to $1.1 billion from $899 million at December 31, 2024, driven primarily by the issuance of $400 million of subordinated debt during the year ended December 31, 2025, partially offset by redemption of $225 million of subordinated debt. Equity Total equity of $7.9 billion at December 31, 2025 increased $1.2 billion, or 18.5%, from December 31, 2024. This change was primarily attributable to net income, the issuance of preferred stock from the Company's REIT subsidiary, and unrealized fair value gains on AFS securities, recorded net of tax in OCI. Proceeds from the REIT preferred stock issuance totaled $293 million, net of issuance costs, and was recognized as a noncontrolling interest in subsidiary. These increases were partially offset by quarterly dividends to common and preferred stockholders as well as REIT preferred stockholders and share repurchases. During the year ended December 31, 2025, the Company's BOD approved a common stock repurchase program pursuant to which the Company is authorized to repurchase up to $300 million of its outstanding common stock through open market purchases, privately negotiated transactions, or other means. The program reflects the Company's commitment to returning capital to shareholders, while maintaining flexibility to invest in strategic growth initiatives. The Company repurchased 0.8 million shares of its common stock for a total payment of $68.1 million, at an average price of $80.82 per share, during the year ended December 31, 2025. As of December 31, 2025, the Company had approximately $232 million remaining under its repurchase authorization. 59 Table of Contents Capital Resources The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements could trigger certain mandatory or discretionary actions that, if undertaken, could have a direct material effect on the Company’s business and financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items (discussed in "Note 18. Commitments and Contingencies" in Item 8 of this Form 10-K) as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. As permitted by the regulatory capital rules, the Company elected the CECL transition option that delayed the estimated impact on regulatory capital resulting from the adoption of CECL over a five-year transition period ending December 31, 2024. Accordingly, capital ratios and amounts in 2024 include a 25% capital benefit that resulted from the increased ACL related to the adoption of ASC 326. This capital benefit was fully phased out beginning in 2025. As of December 31, 2025 and 2024, the Company and the Bank exceeded the capital levels necessary to be classified as well-capitalized, as defined by the various banking agencies. The actual capital amounts and ratios for the Company and the Bank are presented in the following tables: Total Capital Tier 1 Capital Risk-Weighted Assets Tangible Average Assets Total Capital Ratio Tier 1 Capital Ratio Tier 1 Leverage Ratio Common Equity Tier 1 (dollars in millions) December 31, 2025 WAL $ 9,185  $ 7,672  $ 63,408  $ 94,007  14.5  % 12.1  % 8.2  % 11.0  % WAB 8,667  7,750  63,395  93,891  13.7  12.2  8.3  11.8  Well-capitalized ratios 10.0  8.0  5.0  6.5  Minimum capital ratios 8.0  6.0  4.0  4.5  December 31, 2024 WAL $ 7,922  $ 6,687  $ 56,019  $ 82,691  14.1  % 11.9  % 8.1  % 11.3  % WAB 7,444  6,803  55,983  82,562  13.3  12.2  8.2  12.2  Well-capitalized ratios 10.0  8.0  5.0  6.5  Minimum capital ratios 8.0  6.0  4.0  4.5  The Company and the Bank are also subject to liquidity and other regulatory requirements as administered by the federal banking agencies. These agencies have broad powers and at their discretion, could limit or prohibit the Company's payment of dividends, payment of certain debt service and issuance of capital stock and debt as they deem appropriate and as such, actions by the agencies could have a direct material effect on the Company’s business and financial statements. The Company is also required to maintain specified levels of capital to remain in good standing with certain federal government agencies, including FNMA, FHLMC, GNMA, and HUD. These capital requirements are generally tied to the unpaid balances of loans included in the Company's servicing portfolio or loan production volume. Noncompliance with these capital requirements can result in various remedial actions up to, and including, removing the Company's ability to sell loans to and service loans on behalf of the respective agency. The Company believes it is in compliance with these requirements as of December 31, 2025. 60 Table of Contents Critical Accounting Estimates The Notes to the Consolidated Financial Statements contain a discussion of the Company's significant accounting policies, including information regarding recently issued accounting pronouncements, adoption of such policies, and the related impact of their adoption. The Company believes certain of these policies, along with various estimates it is required to make in recording its financial transactions, are important to have a complete understanding of the Company's financial position. In addition, these estimates require management to make complex and subjective judgments, many of which include matters with a high degree of uncertainty. The following is a summary of these critical accounting policies and significant estimates. Allowance for credit losses The ACL guidance requires an organization to measure all expected credit losses for financial assets held at the reporting date, including off-balance sheet credit exposures, based on historical experience, current conditions, and reasonable and supportable forecasts. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the ACL and credit loss expense in those future periods. The allowance level is influenced by loan volumes and mix, average remaining maturities, loan performance metrics, asset quality characteristics, delinquency status, historical credit loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. During the year ended December 31, 2025, the allowance level was most impacted by the level of net charge-offs, which resulted in recognition of a provision for credit losses of $224.1 million. Changes to the assumptions in the model in future periods could have a material impact on the Company's Consolidated Financial Statements. See "Note 1. Summary of Significant Accounting Policies" in Item 8 of this Form 10-K for a detailed discussion of the Company's methodologies for estimating expected credit losses. Fair value of financial instruments The Company uses fair value measurements to recognize certain financial instruments at fair value. The Company holds financial instruments that are recorded at fair value and require management to make significant judgments in estimating the fair value of these financial instruments. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments that are actively traded and have quoted market prices or observable market inputs, there is minimal subjectivity involved in measuring fair value. However, when quoted market prices or observable market inputs are not fully available, significant management judgment may be necessary to estimate the fair value of these financial instruments. The fair value of MSRs is determined using a discounted cash flow model based on certain unobservable inputs. Assumptions used to value the Company’s MSRs represent management’s best estimate of assumptions market participants would use to value this asset and may require significant judgment. The primary risk of material changes to the value of the MSRs resides in the potential volatility and judgment in the assumptions used, specifically prepayment speeds and option adjusted spreads. Hypothetical changes in the value of MSRs based on assumed immediate changes in certain inputs are disclosed in “Note 5. Mortgage Servicing Rights” in Item 8 of this Form 10-K. Income taxes The Company’s income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. The Company is subject to federal and state income taxes in the United States. Significant judgments and estimates are required in the determination of the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating the Company's ability to recover its DTAs in the jurisdictions from which they arise, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, tax planning strategies, projected future taxable income, and recent operating results. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates used to manage the underlying business. 61 Table of Contents Liquidity Liquidity is the ongoing ability to accommodate liability maturities and deposit withdrawals, fund asset growth and business operations, and meet contractual obligations through unconstrained access to funding at reasonable market rates. Liquidity management involves forecasting funding requirements and maintaining sufficient capacity to meet the needs and accommodate fluctuations in asset and liability levels due to changes in the Company's business operations or unanticipated events. The ability to have readily available funds sufficient to repay fully maturing liabilities is of primary importance to depositors, creditors, and regulators. The Company's liquidity, represented by cash and amounts due from banks, loans HFS, and non-pledged marketable securities, is a result of the Company's operating, investing, and financing activities and related cash flows. The Company actively monitors and manages liquidity, and no less than quarterly will estimate probable liquidity needs on a 12-month horizon. Liquidity needs can also be met through short-term borrowings or the disposition of short-term assets. The Company has borrowing capacity with the FHLB and FRB from pledged loans and securities and uncommitted funds under warehouse borrowing repurchase agreements. The borrowing capacity, outstanding borrowings, and available credit as of December 31, 2025 are presented in the following table: (in millions) FHLB: Borrowing capacity $ 15,271  Outstanding borrowings 4,800  Letters of credit 1,638  Total available credit $ 8,833  FRB: Borrowing capacity $ 17,778  Outstanding borrowings —  Total available credit $ 17,778  Warehouse borrowings: Borrowing capacity $ 2,050  Outstanding borrowings —  Total available credit $ 2,050  In addition to the funding sources above, the Company may utilize securities repurchase agreements and unsecured federal funds lines to meet its liquidity requirements. There were no outstanding borrowings on the Company's unsecured federal funds lines of credit as of December 31, 2025. The Company also plans for potential funding needs related to operating expenses, which in some cases involve contracts that contain penalties for early termination. Further, the Company has entered into certain letters of credit or other commitments to extend credit to customers of the Bank. The following table sets forth the Company's significant contractual obligations as of December 31, 2025: Payments Due by Period Total Less Than 1 Year 1-3 Years 3-5 Years After 5 Years (in millions) Time deposit maturities $ 9,804  $ 9,183  $ 616  $ 5  $ —  Qualifying debt 1,082  —  —  —  1,082  Other borrowings 5,255  3,875  1,050  46  284  Operating lease obligations 177  32  63  58  24  Total $ 16,318  $ 13,090  $ 1,729  $ 109  $ 1,390  62 Table of Contents Off-balance sheet commitments associated with outstanding letters of credit, commitments to extend credit, and credit card guarantees as of December 31, 2025 are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements. Amount of Commitment Expiration per Period Total Amounts Committed Less Than 1 Year 1-3 Years 3-5 Years After 5 Years (in millions) Commitments to extend credit $ 15,420  $ 2,953  $ 6,776  $ 2,487  $ 3,204  Credit card commitments and financial guarantees 813  813  —  —  —  Letters of credit 598  218  296  26  58  Total $ 16,831  $ 3,984  $ 7,072  $ 2,513  $ 3,262  The following table sets forth certain information regarding short-term borrowings:  December 31, 2025 2024 2023 (dollars in millions) Repurchase Agreements: Maximum month-end balance $ 974  $ 205  $ 2,614  Balance at end of year —  14  6  Average balance 224  15  1,076  Federal Funds Purchased Maximum month-end balance —  210  745  Balance at end of year —  —  175  Average balance 1  17  127  FHLB Advances: Maximum month-end balance 4,600  6,300  11,000  Balance at end of year 3,800  3,100  6,200  Average balance 2,126  3,375  3,732  FRB Advances: Maximum month-end balance —  —  1,300  Balance at end of year —  —  —  Average balance —  —  1,962  Warehouse borrowings: Maximum month-end balance 86  416  2,101  Balance at end of year —  —  376  Average balance 225  372  855  Total Short-Term Borrowed Funds $ 3,800  $ 3,114  $ 6,757  Weighted average interest rate at end of year 4.02  % 4.75  % 5.72  % Weighted average interest rate during year 4.46  5.60  5.58  The Company has also committed to irrevocably and unconditionally guarantee the payments or distributions with respect to the holders of preferred securities of the Company's eight statutory business trusts to the extent the trusts have not made such payments or distributions, including: 1) accrued and unpaid distributions; 2) the redemption price; and 3) upon a dissolution or termination of the trust, the lesser of the liquidation amount and all accrued and unpaid distributions and the amount of assets of the trust remaining available for distribution. The Company does not believe these off-balance sheet arrangements have or are reasonably likely to have a material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. However, there can be no assurance such arrangements will not have a future effect. The Company has a formal liquidity policy and, in the opinion of management, its liquid assets are considered adequate to meet financial obligations and support client activity during normal and stressed operating conditions. At December 31, 2025, the Company held $19.8 billion in liquid assets, comprised of $1.6 billion in cash on deposit at the FRB and $18.2 billion in liquid securities not currently used as collateral for borrowings or other purposes. The Parent maintains liquidity that would be sufficient to fund its operations and certain non-bank affiliate operations for an extended period should funding from normal sources be disrupted. In the Company's analysis of Parent liquidity, it is assumed 63 Table of Contents the Parent is unable to generate funds from additional debt or equity issuances, receives no dividend income from subsidiaries and does not pay dividends to stockholders, while continuing to make non-discretionary payments needed to maintain operations and repayment of contractual principal and interest payments owed by the Parent and affiliated companies. Under this scenario, the amount of time the Parent and its non-bank subsidiary can operate and meet all obligations before the current liquid assets are exhausted is considered as part of the Parent liquidity analysis. Management believes the Parent maintains adequate liquidity capacity to operate without additional funding from new sources for over twelve months. WAB maintains sufficient funding capacity to address large increases in funding requirements, such as deposit outflows. This capacity is comprised of liquidity derived from a reduction in asset levels and various secured funding sources. On a long-term basis, the Company’s liquidity will be met by changing the relative distribution of its asset portfolios (for example, by reducing investment or loan volumes, or selling or encumbering assets). Further, the Company can increase liquidity by soliciting higher levels of deposit accounts through promotional activities and/or borrowing from correspondent banks, the FHLB of San Francisco, and the FRB. At December 31, 2025, the Company's long-term liquidity needs primarily relate to funds required to support loan originations, commitments, and deposit withdrawals, which can be met by cash flows from investment payments and maturities, and investment sales, if necessary. The Company’s liquidity is comprised of three primary classifications: 1) cash flows used in operating activities; 2) cash flows used in investing activities; and 3) cash flows provided by financing activities. Net cash provided by or used in operating activities consists primarily of net income, adjusted for changes in certain other asset and liability accounts and certain non-cash income and expense items, such as the provision for credit losses, investment and other amortization and depreciation. For each of the years ended December 31, 2025 and 2024, net cash used in operating activities totaled $2.7 billion, and for the year ended December 31, 2023 totaled $328.6 million. The net cash used in operating activities primarily relates to AmeriHome mortgage activity. The Company's primary investing activities are the origination of real estate and commercial loans, the collection of repayments of these loans, and the purchase and sale of securities. The Company's net cash used in investing activities has been primarily influenced by its loan and securities activities. During the years ended December 31, 2025 and 2024, the Company's cash balance decreased by $5.2 billion and $3.8 billion, respectively, from a net increase in loans. A net increase in investment securities of $5.0 billion, $2.0 billion, and $3.7 billion for the years ended December 31, 2025, 2024, and 2023, respectively, reduced the Company's cash balances. Net cash provided by financing activities has been impacted significantly by deposit levels. During the years ended December 31, 2025, 2024, and 2023, net deposits increased $10.8 billion, $11.0 billion, and $1.7 billion, respectively. The increase during the year ended December 31, 2025 was primarily driven by increases in non-interest bearing, savings and money market, and interest bearing demand deposits. Fluctuations in core deposit levels may increase the Company's need for liquidity as certificates of deposit mature or are withdrawn before maturity, and as non-maturity deposits, such as checking and savings account balances, are withdrawn. Additionally, the Company is exposed to the risk that customers with large deposit balances will withdraw all or a portion of such deposits, due in part to the FDIC limitations on the amount of insurance coverage provided to depositors. To mitigate the uninsured deposit risk, the Company participates in the CDARS and ICS programs, which allow an individual customer to invest up to $50 million and $285 million, respectively, through one participating financial institution or, a combined total of $335 million per individual customer, with the entire amount being covered by FDIC insurance. As of December 31, 2025, the Company had $1.9 billion of CDARS and $10.9 billion of ICS deposits. As of December 31, 2025, the Company had $5.4 billion of wholesale brokered deposits outstanding. Brokered deposits are generally considered to be deposits that have been received from a third party who is engaged in the business of placing deposits on behalf of others. A traditional deposit broker will direct deposits to the banking institution offering the highest interest rate available. Federal banking laws and regulations place restrictions on depository institutions regarding brokered deposits because of the general concern that these deposits are not relationship based and are at a greater risk of being withdrawn and placed on deposit at another institution offering a higher interest rate, thus posing liquidity risk for institutions that gather brokered deposits in significant amounts. Federal and state banking regulations place certain restrictions on dividends paid. The total amount of dividends which may be paid at any date is generally limited to the retained earnings of the Bank. Dividends paid by WAB to the Parent would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the year ended December 31, 2025, WAB and CSI paid dividends to the Parent totaling $400.0 million. Subsequent to December 31, 2025, WAB paid dividends to the Parent of $150.0 million. 64 Table of Contents Recent accounting pronouncements See "Note 1. Summary of Significant Accounting Policies," in Item 8 of this Form 10-K for information on recent and recently adopted accounting pronouncements and their expected impact, if any, on the Company's Consolidated Financial Statements. SUPERVISION AND REGULATION WAL, WAB, and certain of its non-depository subsidiaries are subject to comprehensive regulation under federal and state laws. The regulatory framework applicable to bank holding companies and their subsidiary banks is intended to protect depositors, the DIF, and the U.S. banking system as a whole. This system is not designed to protect equity investors in bank holding companies such as WAL. Set forth below is a summary of the significant laws and regulations applicable to WAL and its subsidiaries. The description that follows is qualified in its entirety by reference to the full text of the statutes, regulations, and policies that are described. Such statutes, regulations, and policies are subject to ongoing review by Congress and state legislatures and federal and state regulatory agencies, which may also impact the supervision, examination and enforcement priorities of the federal banking agencies. A change in any of the statutes, regulations, or regulatory policies applicable to WAL and its subsidiaries, in the manner such statutes, regulations, or regulatory policies are interpreted by regulatory agencies or courts, or in the supervisory environment generally, could have a material effect on the results of the Company. Overview WAL is a separate and distinct legal entity from WAB and its other subsidiaries. As a registered bank holding company, WAL is subject to inspection, examination, and supervision by the FRB, and is regulated under the BHCA. WAL is also under the jurisdiction of the SEC and is subject to the disclosure and other regulatory requirements of the Securities Act of 1933, as amended, and the Exchange Act, as administered by the SEC. The Company’s common stock is listed on the NYSE under the trading symbol “WAL” and the Company is subject to the rules of the NYSE for listed companies. The Company is a financial institution holding company within the meaning of Arizona law. WAL provides a full spectrum of customized loan, deposit, and treasury management capabilities, including funds transfer and other digital payment offerings through WAB, its wholly-owned banking subsidiary. Effective as of October 4, 2025, the Company completed its brand unity initiative, consolidating its legacy division bank brands: ABA, BON, FIB, Bridge, and TPB, under a single unified name, Western Alliance Bank. The Company also serves business customers through a national platform of specialized financial services, including mortgage banking services through AmeriHome and digital payment services for the class action legal industry. WAB is subject to the supervision of, and to regular examination by, the Arizona Department of Insurance and Financial Institutions, the FRB as its primary federal regulator, and the FDIC as its deposit insurer. WAB's deposits are insured by the FDIC up to the applicable deposit insurance limits in accordance with FDIC laws and regulations. WAL and WAB are also supervised by the CFPB for compliance with federal consumer financial protection laws. The Company’s non-depository subsidiaries are subject to federal and state laws and regulations, including regulations of the FRB and with respect to WATC, the OCC. Supervision, Regulation and Licensing of AmeriHome AmeriHome is a residential mortgage producer and servicer that operates in a heavily regulated industry. In addition to supervision by the federal banking agencies with primary jurisdiction over WAL and WAB, AmeriHome is subject to the rules, regulations and oversight of certain federal, state and local governmental authorities, including the CFPB, HUD, and GNMA, and government-sponsored enterprises in the mortgage industry such as FHLMC and FNMA. Further, AmeriHome must comply with a large number of federal consumer protection laws and regulations including, among others: •the Real Estate Settlement Procedures Act and Regulation X, which require lenders, mortgage brokers, or servicers to provide borrowers with pertinent and timely disclosures regarding the nature and costs of the settlement process and prohibit specific practices related thereto; •the Truth in Lending Act and Regulation Z, which require disclosures and timely information on the nature and costs of the residential mortgages and the real estate settlement process; •the Secure and Fair Enforcement for Mortgage Licensing Act, which applies to businesses and individuals engaging in the residential mortgage loan business; •the Dodd-Frank Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, and the rules and regulations of the FTC and CFPB that prohibit unfair, abusive or deceptive acts or practices; 65 Table of Contents •the Fair Credit Reporting Act (as amended by the Fair and Accurate Credit Transactions Act) and Regulation V, which address the accuracy, fairness, and privacy of information in the files of consumer reporting agencies; and •the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Homeowners Protection Act, and the Home Mortgage Disclosure Act and Regulation C, which generally disallow discrimination on a prohibited basis, provide applicants and borrowers rights with respect to credit decisioning and the residential mortgage process, and require disclosures and impose obligations on financial businesses conducting residential lending and mortgage servicing. The CFPB as well as the FTC have rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, and their rulemaking and regulatory agendas relating to the residential mortgage industry continue to evolve. In particular, as part of its enforcement authority, the CFPB can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, remediation of practices, external compliance monitoring and civil money penalties. AmeriHome is also subject to state and local laws, rules and regulations and oversight by various state agencies that license and oversee consumer protection, loan servicing, origination and collection activities of mortgage industry participants. Despite the fact that AmeriHome is the operating subsidiary of a depository institution, it must comply with regulatory and licensing requirements in certain states in order to conduct its business, and does (and will continue to) incur significant costs to comply with these requirements. These laws, rules and regulations may change as statutes and regulations are enacted, promulgated, amended, interpreted and enforced. Supervision and Regulation of WATC WATC is an OCC-chartered, non-depository national trust bank. WATC offers levered loan facility administration, loan administration, and securities custody products. As a national trust bank, the ability of WATC to engage in fiduciary activities is governed by federal law at 12 U.S.C. § 92a and the OCC regulations at 12 C.F.R. Part 9, as well as certain state laws to the extent not preempted by federal law and regulation. WATC may engage in any of the enumerated activities or roles permitted for national trust banks listed in federal statutes and regulations as well as any other capacity that the OCC authorizes pursuant to federal law. As a non-depository national trust bank, WATC may not accept deposits and does not maintain FDIC deposit insurance. The OCC has primary supervisory and regulatory authority over the operations of WATC. As part of this authority, WATC is required to file periodic reports with the OCC and is subject to supervision and periodic examination by the OCC. To support its supervisory function, the OCC has the authority to assess and charge fees on all national banks, including non-depository national trust banks like WATC. Bank Holding Company Regulation WAL is a bank holding company as defined under the BHCA. The BHCA generally limits the business of bank holding companies to banking, managing or controlling banks, and other activities that the FRB has determined to be so closely related to banking as to be a proper incident thereto. Business activities that have been determined to be related to banking and are therefore appropriate for bank holding companies and their affiliates to engage in, include securities brokerage services, investment advisory services, fiduciary services, and certain management advisory and data processing services, among others. Bank holding companies that have elected to become financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity that is either: (i) financial in nature or incidental to such financial activity (as determined by the FRB in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity, and that does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the FRB). Activities that are financial in nature include securities underwriting and dealing, insurance underwriting, and making merchant banking investments. Mergers and Acquisitions The BHCA, the Bank Merger Act, and other federal and state statutes regulate the direct and indirect acquisition of depository institutions. The BHCA requires prior FRB approval for a bank holding company to acquire, directly or indirectly, 5% or more of any class of voting securities of a commercial bank or its parent holding company and for a company, other than a bank holding company, to acquire 25% or more of any class of voting securities of a bank or bank holding company. In April 2020, the FRB adopted a final rule codifying the presumptions used in determinations of whether a company has the ability to exercise a controlling influence over another company for purposes of the BHCA, and providing greater transparency on the types of relationships the FRB generally views as supporting a determination of control. Under the Change in Bank Control 66 Table of Contents Act, any person, including a company, may not acquire, directly or indirectly, control of a bank without providing 60 days’ prior notice and receiving a non-objection from the appropriate federal banking agency. Under the Bank Merger Act, the prior approval of the appropriate federal banking agency is required for insured depository institutions to merge or enter into purchase and assumption transactions. In reviewing applications seeking approval of merger and purchase and assumption transactions, the federal banking agencies will consider, among other things, the competitive effects and public benefits of the transactions, the capital position of the combined banking organization, the applicant's performance record under the CRA, and the effectiveness of the subject organizations in combating money laundering activities. For further information relating to the CRA, see the section titled “Community Reinvestment Act and Fair Lending Laws.” Under Section 6-142 of the Arizona Revised Statutes, no person may acquire control of a company that controls an Arizona bank without the prior approval of the Arizona Superintendent of Financial Institutions, or Arizona Superintendent. A person who has the power to vote 15% or more of the voting stock of a controlling company is presumed to control the company. Enhanced Prudential Standards Section 165 of the Dodd-Frank Act imposes enhanced prudential standards on larger banking organizations. Bank holding companies with less than $100 billion in assets are exempt from the enhanced prudential standards imposed under Section 165 of the Dodd-Frank Act (including, but not limited to, the resolution planning and enhanced liquidity and risk management requirements therein). Notwithstanding these changes, the capital planning and risk management practices of WAL and WAB will continue to be reviewed through the regular supervisory processes of the FRB. Further, in connection with the FRB’s rules implementing the enhanced prudential standards required by Dodd-Frank, the Company has established a risk committee of the BOD to manage enterprise-wide risk and has retained its separate risk committee of independent directors. The transition to heightened supervision under enhanced prudential standards upon crossing $100 billion in assets is a significant regulatory hurdle and involves additional liquidity risk management requirements, more onerous internal liquidity stress testing and liquidity buffer requirements, supervisory stress testing, the stress capital buffer, additional capital planning requirements, additional reporting to the FRB and more comprehensive resolution planning. Volcker Rule Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule, restricts the ability of banking entities, such as WAL and WAB, from: (i) engaging in “proprietary trading” and (ii) investing in or sponsoring certain covered funds, subject to certain limited exceptions. Under the Volcker Rule, the term "covered funds" is defined as any issuer that would be an investment company under the Investment Company Act but for the exemption in Section 3(c)(1) or 3(c)(7) of that Act, which includes CLO and collateralized debt obligation securities. There are also several exemptions from the definition of covered fund, including, among other things, loan securitizations, joint ventures, certain types of foreign funds, entities issuing asset-backed commercial paper, and registered investment companies. Further, the final rules permit banking entities, subject to certain conditions and limitations, to invest in or sponsor a covered fund in connection with: (1) organizing and offering the covered fund; (2) certain risk-mitigating hedging activities; and (3) de minimis investments in covered funds. The EGRRCPA and subsequent promulgation of inter-agency final rules have aimed at simplifying and tailoring requirements related to the Volcker Rule, including by eliminating collection of certain metrics and reducing the compliance burdens associated with other metrics for banks with less than $20 billion in average trading assets and liabilities. In June 2020, the FRB and other regulatory agencies issued a final rule modifying the Volcker Rule’s prohibition on banking entities investing in or sponsoring covered funds by: (1) streamlining the covered funds portion of the rule; (2) addressing the extraterritorial treatment of certain foreign funds; and (3) permitting banking entities to offer financial services and engage in other activities that do not raise concerns the Volcker Rule was intended to address. The Company believes it is fully compliant with the Volcker Rule, including as modified by the EGRRCPA rule. Dividends The Company has paid regular quarterly dividends since the third quarter of 2019. Whether the Company continues to pay quarterly dividends and the amount of any such dividends will be at the discretion of WAL's BOD and will depend on the Company’s earnings, financial condition, results of operations, business prospects, capital requirements, regulatory restrictions, contractual restrictions, and other factors the BOD may deem relevant. The Company’s ability to pay dividends is subject to the regulatory authority of the FRB. The supervisory concern of the FRB focuses on a bank holding company’s capital position, its ability to meet its financial obligations as they come due, and its capacity to act as a source of financial strength to its insured depository institution subsidiaries. In addition, FRB policy discourages the payment of dividends by a bank holding company that is not supported by current operating earnings. 67 Table of Contents As a Delaware corporation, the Company is also subject to limitations under Delaware law on the payment of dividends. Under the Delaware General Corporation Law, dividends may only be paid out of surplus or out of net profits for the year in which the dividend is declared or the preceding year, and no dividends may be paid on common stock at any time during which the capital of outstanding preferred stock or preference stock exceeds the Company's net assets. From time to time, the Company may become a party to financing agreements and other contractual obligations that have the effect of limiting or prohibiting the declaration or payment of dividends under certain circumstances. Holding company expenses and obligations with respect to its outstanding preferred stock, trust preferred securities and subordinated debt may also limit or impair the Company’s ability to declare and pay dividends. Since the Company has no significant assets other than the voting stock of its subsidiaries, it currently depends on dividends from WAB and, to a lesser extent, its non-bank subsidiaries, for a substantial portion of its revenue and as the primary sources of its cash flow. The ability of a state member bank, such as WAB, to pay cash dividends is subject to restrictions by the FRB and the State of Arizona. The FRB’s Regulation H states that a member bank may not declare or pay a dividend if the total of all dividends declared during that calendar year exceed the bank’s net income during that calendar year and the retained net income of the prior two years. Further, without receiving prior approval from both the FRB and two-thirds of its stockholders, a bank cannot declare or pay a dividend that would exceed its undivided profits or withdraw any portion of its permanent capital. Under Section 6-187 of the Arizona Revised Statutes, WAB may pay dividends on the same basis as any other Arizona corporation, except that cash dividends paid out of capital surplus require the prior approval of the Arizona Superintendent. Under Section 10-640 of the Arizona Revised Statutes, a corporation may not make a distribution to stockholders if to do so would render the corporation insolvent or unable to pay its debts as they become due. Federal Reserve System As a member of the Federal Reserve System, WAB has historically been required by law to maintain reserves against its transaction deposits, which were to be held in cash or with the FRB. Since March 26, 2020, the reserve requirement ratios have been zero percent. Source of Strength Doctrine FRB policy requires bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Section 616 of the Dodd-Frank Act codified the requirement that bank holding companies act as a source of financial strength. As a result, the Company is expected to commit resources to support WAB, including at times when the Company may not be in a financial position to provide such resources. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks. The U.S. Bankruptcy Code provides that, in the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal banking agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. Capital Adequacy The Capital Rules established a comprehensive capital framework for U.S. banking organizations. The Capital Rules generally implement the Basel Committee's Basel III final capital framework for strengthening international capital standards. The Capital Rules: (i) include CET1 and the related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) set forth deductions from and adjustments to capital. Under the Capital Rules, for most banking organizations, the most common form of Additional Tier 1 capital is non-cumulative perpetual preferred stock, and the most common forms of Tier 2 capital are subordinated notes and a portion of the allocation for loan and lease losses, in each case, subject to the Capital Rules’ specific requirements. Pursuant to the Capital Rules, the minimum capital ratios are as follows: •4.5% CET1 to risk-weighted assets; •6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets; •8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and •4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (called “leverage ratio”). 68 Table of Contents The Capital Rules also include a capital conservation buffer which is designed to absorb losses during periods of economic stress. Banking institutions are required to maintain a 2.5% capital conservation buffer in addition to each of the minimum risk-based capital ratios to avoid constraints on dividends, equity repurchases, and discretionary bonus payments. To calculate the capital conservation buffer, each minimum capital ratio is subtracted from the corresponding current quarter capital ratio and the lowest of these three measures represents the capital conservation buffer. As of December 31, 2025, the Company’s capital ratios exceeded the 2.5% minimum capital conservation buffer and therefore the Company is not subject to any limitations. The Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing assets, DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 25% of CET1 capital. The Capital Rules further prescribe that the effects of accumulated other comprehensive income or loss items reported as a component of stockholders’ equity be included in CET1 capital; however, non-advanced approaches banking organizations may make a one-time permanent election to exclude these items. The Company, as a non-advanced approaches institution, has made this one-time election. The Capital Rules also preclude certain hybrid securities, such as trust preferred securities, issued on or after May 19, 2010 from inclusion in bank holding companies’ Tier 1 capital. The Company has used trust preferred securities in the past as a tool for raising additional Tier 1 capital and otherwise improving its regulatory capital ratios. Although the Company may continue to include its existing trust preferred securities as Tier 1 capital, the prohibition on the use of these securities as Tier 1 capital going forward may limit the Company’s ability to raise capital in the future. The risk-weighting categories in the Capital Rules are standardized and include a risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and up to 1,250% risk weights for a variety of higher risk asset classes. Prompt Corrective Action and Safety and Soundness Pursuant to Section 38 of the FDIA, federal banking agencies are required to take “prompt corrective action” should a depository institution fail to meet certain capital adequacy standards. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. For purposes of prompt corrective action, the capital thresholds are as follows: Well-Capitalized Adequately Capitalized Undercapitalized Significantly Undercapitalized Critically Undercapitalized greater than or equal to less than less than or equal to Total Capital Ratio 10.0  % 8.0  % 8.0  % 6.0  % N/A Tier 1 Capital Ratio 8.0  6.0  6.0  4.0  N/A Tier 1 Leverage Ratio 5.0  4.0  4.0  3.0  N/A Common Equity Tier 1 6.5  4.5  4.5  3.0  N/A Tangible Equity to Total Assets Ratio N/A N/A N/A N/A 2.0  % Bank holding companies and insured banks may also be subject to potential enforcement actions of varying levels of severity by the federal banking agencies for unsafe or unsound practices in conducting their business, or for violation of any law, rule, regulation, condition imposed in writing by the agency or term of a written agreement with the agency. In more serious cases, enforcement actions may include: (i) the issuance of directives to increase capital; (ii) the issuance of formal and informal agreements; (iii) the imposition of civil monetary penalties; (iv) the issuance of a cease and desist order that can be judicially enforced; (v) the issuance of removal and prohibition orders against officers, directors, and other institution-affiliated parties; (vi) the termination of the bank’s deposit insurance; (vii) the appointment of a conservator or receiver for the bank; and (viii) the enforcement of such actions through injunctions or restraining orders based upon a judicial determination that the agency would be harmed if such equitable relief was not granted. 69 Table of Contents Transactions with Affiliates and Insiders Under federal law, transactions between insured depository institutions and their affiliates are governed by Sections 23A and 23B of the FRA and Regulation W. In a bank holding company context, at a minimum, the parent holding company of a bank, and any companies which are controlled by such parent holding company, are affiliates of the bank. Generally, Sections 23A and 23B of the FRA are intended to protect insured depository institutions from losses arising from transactions with non-insured affiliates by limiting the extent to which a bank or its subsidiaries may engage in covered transactions with any one affiliate and with all affiliates of the bank in the aggregate, and requiring such transactions be on terms consistent with safe and sound banking practices. Further, Section 22(h) of the FRA and its implementing Regulation O restricts loans to directors, executive officers, and principal stockholders (“insiders”). Under Section 22(h), loans to insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the institution's total capital and surplus. Loans to insiders above specified amounts must receive the prior approval of the BOD. Further, under Section 22(h) of the FRA, loans to directors, executive officers, and principal stockholders must be made on terms substantially the same as offered in comparable transactions to other persons, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the bank's employees and does not give preference to the insider over the employees. Section 22(g) of the FRA places additional limitations on loans to executive officers. Lending Limits In addition to the requirements set forth above, state banking law generally limits the amount of funds that a state-chartered bank may lend to a single borrower. Under Section 6-352 of the Arizona Revised Statutes, the obligations of one borrower to a bank may not exceed 20% of the bank’s capital, plus an additional 10% of its capital if the additional amounts are fully secured by readily marketable collateral. Brokered Deposits Section 29 of the FDIA and FDIC regulations generally limit the ability of any bank to accept, renew or roll over any brokered deposit unless it is “well capitalized” or, with the FDIC’s approval, “adequately capitalized.” On December 15, 2020, the FDIC issued rules to revise brokered deposit regulations in light of modern deposit-taking methods. The rules established a new framework for certain provisions of the “deposit broker” definition and amended the FDIC’s interest rate methodology calculating rates and rate caps. The rules became effective on April 1, 2021 and, to date, there has been no material impact to either the Company or the Bank from the rules. Consumer Protection and CFPB Supervision The Dodd-Frank Act centralized responsibility for consumer financial protection by creating the CFPB, an independent agency charged with responsibility for implementing, enforcing, and examining compliance with federal consumer financial protection laws. The Company is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Procedures Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Practices Act, various state law counterparts, and the Consumer Financial Protection Act of 2010, which is part of the Dodd-Frank Act. The current leadership of the CFPB has indicated intentions to rescind or revise many regulations, as well as to narrow its enforcement and supervision. We cannot currently predict the nature and timing of future developments that may impact the CFPB, including its rules and proposals, strategies, priorities or approaches to regulation and enforcement. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of financial products and potential enforcement actions could also adversely affect the Company’s business, financial condition, or operations. Depositor Preference The FDIA provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution. 70 Table of Contents Federal Deposit Insurance Substantially all of the deposits of WAB are insured up to applicable limits by the FDIC’s DIF. The basic limit on FDIC deposit insurance is $250,000 per depositor. WAB is subject to deposit insurance assessments to maintain the DIF. The FDIC uses a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank's CAMELS rating. The risk matrix utilizes different risk categories distinguished by capital levels and supervisory ratings. As a result of the Dodd-Frank Act, the base for insurance assessments is now consolidated average assets less average tangible equity. Assessment rates are calculated using formulas that take into account the risk of the institution being assessed. WAB is classified as, and subject to the scorecard for, a large and highly complex institution to determine its total base assessment rate. Under the FDIA, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. The Company’s management is not aware of any practice, condition, or violation that might lead to the termination of its deposit insurance. To recover the loss to the DIF arising from the bank failures that occurred early in 2023, the FDIC approved an annual special assessment. The FDIC began collecting the special assessment for the first quarterly assessment period of 2024 (i.e., January 1, 2024 through March 31, 2024), with a payment date of June 28, 2024. Throughout the initial eight-quarter collection period, the special assessment was collected at a quarterly rate of 3.36 basis points, multiplied by an institution’s estimated uninsured deposits as of December 31, 2022, adjusted to exclude the first $5 billion of estimated uninsured deposits. In December 2025, the FDIC approved an interim final rule reducing the rate at which the special assessment will be collected in the eighth collection quarter to 2.97 basis points. In connection with the special assessment, the Company recognized a recovery of $9.3 million during the year ended December 31, 2025. Financial Privacy and Data Security The Company is subject to federal laws, including the GLBA, and certain state laws containing consumer privacy protection provisions. These provisions limit the ability of banks and other financial institutions to disclose non-public information about consumers to affiliated and non-affiliated third parties and limit the reuse of certain consumer information received from non-affiliated institutions. These provisions require notice of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to affiliates or non-affiliated third parties by means of “opt out” or “opt in” authorizations. For example, in August 2018, the CFPB published its final rule to update Regulation P pursuant to the amended GLBA. Under this rule, certain qualifying financial institutions are not required to provide annual privacy notices to customers. To qualify, a financial institution must not share nonpublic personal information about customers except as described in certain statutory exceptions that do not trigger a customer’s statutory opt-out right. In addition, the financial institution must not have changed its disclosure policies and practices from those disclosed in its most recent privacy notice. The rule sets forth timing requirements for delivery of annual privacy notices in the event a financial institution that qualified for the annual notice exemption later changes its policies or practices in such a way that it no longer qualifies for the exemption. The GLBA also requires financial institutions to implement comprehensive written information security programs that include administrative, technical, and physical safeguards to protect consumer information. Further, pursuant to interpretive guidance issued under the GLBA and certain state laws, financial institutions are required to notify customers of security breaches resulting in unauthorized access to their nonpublic personal information. For example, under California law, every business that owns or licenses personal information about a California resident must maintain reasonable security procedures and policies to protect that information and comply with specific requirements relating to the destruction of records containing personal information and disclosure of breaches to customers, and restrictions on the use of customer information unless the customer "opts in." Other states, including Arizona and Nevada where WAB has branches, may also have applicable laws requiring businesses that retain consumer personal information to develop reasonable security policies and procedures, notify consumers of a security breach, or provide disclosures about the use and sharing of consumer personal information. The federal banking regulators have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of a financial institution’s board of directors. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial products and services. The federal banking agencies expect financial institutions to establish lines of defense and ensure that their risk management processes also address the risk posed by 71 Table of Contents compromised customer credentials, and also expect financial institutions to maintain sufficient business continuity planning processes to ensure rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack. In addition, all federal and state banking regulators continue to increase focus on cybersecurity programs and risks as part of regular supervisory exams. The federal bank also adopted rules to improve the sharing of information about cyber incidents that may affect the U.S. banking system. A banking organization must notify its primary federal regulator of any significant computer-security incident as soon as possible and no later than 36 hours after the banking organization determines a cyber incident has occurred. Notification is required for incidents that have materially affected—or are reasonably likely to materially affect—the viability of a banking organization’s operations, its ability to deliver banking products and services, or the stability of the financial sector. In addition, a bank service provider must notify affected banking organization customers as soon as possible when the provider determines that it has experienced a computer-security incident that has materially affected or is reasonably likely to materially affect banking organization customers for four or more hours. Community Reinvestment Act and Fair Lending Laws WAB has a responsibility under the CRA to help meet the credit needs of its communities, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services it believes are best suited to its particular community, consistent with the CRA. WAB received a rating of “Satisfactory” in its most recent CRA examination, in April 2022. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit discrimination in lending practices on the basis of characteristics specified in those statutes. WAB’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities and the activities of the Company. WAB’s failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions. Federal Home Loan Bank of San Francisco WAB is a member of the FHLB of San Francisco, which is one of 11 regional FHLBs that provide funding to their members to support residential lending, as well as affordable housing and community development loans. Each FHLB serves as a reserve, or central bank, for the members within its assigned region. Each FHLB makes loans to its members in accordance with policies and procedures established by the board of directors of the FHLB. As a member, WAB must purchase and maintain stock in the FHLB of San Francisco. At December 31, 2025, WAB’s total investment in FHLB stock was $151 million. Incentive Compensation The Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities with at least $1 billion in total consolidated assets, including the Company and WAB, that encourage inappropriate risks by providing an executive officer, employee, director, or principal stockholder with excessive compensation, fees, or benefits that could lead to material financial loss to the entity. The federal banking agencies and the SEC proposed such regulations in 2016, but the regulations have not yet been finalized. In mid-2024, the OCC, FDIC, Federal Housing Finance Agency and National Credit Union Administration re-proposed the regulatory text of the 2016 proposed rule and requested comment on specific alternatives, given the passage of time since the 2016 proposed rule was issued, as well as additional supervisory experience, changes in industry practice and other developments. The SEC and FRB did not join in this re-proposal. If the regulations are adopted in the form initially proposed, they will restrict the manner in which executive compensation is structured. Preventing Suspicious Activity Under Title III of the USA PATRIOT Act, all financial institutions are required to take certain measures to identify their customers, prevent money laundering, monitor customer transactions, and report suspicious activity to U.S. law enforcement agencies. Financial institutions are also required to respond to requests for information from federal banking agencies and law enforcement agencies. Information sharing among financial institutions for the above purposes is encouraged by an exemption granted to complying financial institutions from the privacy provisions of the GLBA and other privacy laws. Financial institutions that hold correspondent accounts for foreign banks or provide private banking services to foreign individuals are required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profiles that raise money laundering concerns, and are prohibited from dealing with foreign “shell banks” and persons from jurisdictions of particular concern. The primary federal banking agencies and the Secretary of the Treasury have adopted regulations to implement several of these provisions. All financial institutions are also required to establish internal anti-money laundering programs. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial institution under the Bank Merger Act. In July 2024, the FRB, FDIC, OCC and 72 Table of Contents National Credit Union Administration proposed updates to their requirements for supervised institutions to establish, implement and maintain effective, risk-based and reasonably designed anti-money laundering and countering the financing of terrorism programs. The proposed amendments would require supervised institutions to identify, evaluate and document the regulated institution’s money laundering, terrorist financing and other illicit finance activity risks, as well as consider, as appropriate the U.S. Department of Treasury’s Financial Crimes Enforcement Network, or FinCEN’s, published national AML/CFT priorities. The proposed amendment would also mandate that the duty to establish, maintain and enforce the AML/CFT program remain the responsibility of, and be performed by, persons in the United States who are accessible to, and subject to the oversight and supervision by, the relevant agency. The Company has a Bank Secrecy Act and USA PATRIOT Act BOD-approved compliance program and engages in relatively few transactions with foreign financial institutions or foreign persons. These proposed amendments have not been finalized. The FCRA’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement, and administer an identity theft prevention program. This program must include reasonable policies and procedures to detect suspicious patterns or practices that indicate the possibility of identity theft, such as inconsistencies in personal information or changes in account activity. Office of Foreign Assets Control Regulation The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals, and others. These are typically known as the OFAC rules based on their administration by the OFAC. The OFAC-administered sanctions targeting countries take many different forms. Generally, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (property and bank deposits) cannot be paid out, withdrawn, set off, or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences. Future Legislative Initiatives Federal and state legislatures may introduce legislation that will impact the financial services industry. In addition, federal banking agencies may introduce regulatory initiatives that are likely to impact the financial services industry, generally. However, it is not clear whether such changes will be enacted or, if enacted, what their effect on the Company will be. New legislation could change banking statutes and the operating environment of the Company in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect it or any implementing regulations would have on the financial condition or results of operations of the Company. A change in statutes, regulations, or regulatory policies applicable to WAL or any of its subsidiaries could have a material effect on the business of the Company. 73 Table of Contents