WESTERN ALLIANCE BANCORPORATION (WAL)

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.]

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:

(1) See Non-GAAP Financial Measures section beginning on page 39.

(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:

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:

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:

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:

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.

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.

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:

(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

(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:

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:

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:

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:

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:

(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:

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.

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:

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:

51

Table of Contents

(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:

The following table presents the scheduled maturities of the Company’s CRE non-owner occupied loans as of December 31, 2025:

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.

(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:

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: